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
A N N U A L R E P O R T A N D A C C O U N T S - CMVM
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
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 />
118