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A N N U A L R E P O R T A N D A C C O U N T S - CMVM

A N N U A L R E P O R T A N D A C C O U N T S - CMVM

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Corporate Governance Report - 2008<br />

Notwithstanding what we referred above, there is no<br />

delegation of competences by any of the governing bodies,<br />

namely by the Board of Directors, in any specific Committees,<br />

particularly in an Executive Committee.<br />

This situation results essentially from the fact that the Board<br />

of Directors is almost exclusively composed by executive<br />

members, which, as it was previously referred in the<br />

assessment of the corporate model (according to item II.1<br />

above) means an operational effectiveness and proximity to<br />

the issues under their responsibility, thus rendering<br />

redundant and counterproductive any delegations within this<br />

scope.<br />

Nevertheless and despite the collegial exercise of the duties<br />

under the Board of Directors’ responsibility, each member of<br />

the Board was more specifically responsible for certain<br />

functional areas or businesses, distributed, in general, as<br />

follows:<br />

- Eng. Pedro Pereira Coutinho Teixeira Duarte, Chairman of<br />

the Board of Directors, acted within the Company’s<br />

institutional representation scope and in a counselling and<br />

supervision line, while all the other members of this Board with<br />

functions of an executive nature, with a direct and daily<br />

intervention in the current management of business and<br />

activities;<br />

- Dr. Pedro Maria Calainho Teixeira Duarte, with duties of<br />

Chief Executive Officer in which he monitors the current<br />

businesses of the Company and assures the execution of the<br />

business resolutions of the Board, as well as the follow-up of<br />

the management of holdings in “CIMPOR – Cimentos de<br />

Portugal, S.G.P.S., S.A.”, “Banco Comercial Português, S.A.”<br />

and “Banco Bilbao Vizcaya Argentaria, S.A.”<br />

- Dr. João Salvador dos Santos Matias:<br />

supervises the activities carried out by IT and Financial and<br />

Accounting Central Directorates;<br />

supervises the actions of Fuel Marketing sector developed in<br />

the domestic market.<br />

- Dr. Manuel Maria Calainho de Azevedo Teixeira Duarte:<br />

supervises the actions of Hospitality Industry Real Estate<br />

sectors in the domestic market;<br />

supervises the actions regarding Relations with the Market;<br />

supervises the activities of affiliates “TEDAL – Sociedade<br />

Gestora de Participações Sociais, S.A.” and “TDCIM –<br />

S.G.P.S., S.A.”;<br />

supervises the activity of TDHOSP – Gestão de Edifício<br />

Hospitalar, S.A.<br />

supervises the management of holdings and/or monitors their<br />

respective activities, in the companies “E.I.A. – Ensino,<br />

Investigação e Administração, S.A.”, “JÚPITER – Industria<br />

Hoteleira, S.A.”, “LONGAPAR, SGPS, S.A.” and “LONGAVIA –<br />

Imobiliária, S.A.”<br />

supervises the activities developed in Brazil.<br />

- Eng. Joel Vaz Viana de Lemos:<br />

supervises the activities carried out by “TEIXEIRA DUARTE –<br />

Engenharia e Construções, S.A.” regarding Mechanical<br />

Engineering and Formworks and Pre-stress Operation Centres<br />

(COC) and the Equipment Directorate;<br />

supervises the activities carried out by the Central Directorates<br />

for Security, Quality and Environment, Human Resources and<br />

Administrative Services, as well as Procurement;<br />

supervises the activities of affiliates, such as “E.P.O.S. –<br />

Empresa Portuguesa de Obras Subterrâneas, Lda.”,<br />

“SOMAFEL – Engenharia e Obras Ferroviárias, S.A.” and<br />

“OFM – Obras Públicas, Ferroviárias e Marítimas, S.A.”.<br />

- Eng. Jorge Ricardo de Figueiredo Catarino:<br />

supervises the activities carried out in Algeria and<br />

Venezuela;<br />

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