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

Corporate Governance Report - 2008
Accounts Consolidation and Group Companies’ Analysis
Department in the financial information disclosure process.
II.5. Powers of the Board of Directors, namely regarding
deliberations on capital increase.
In addition to all the attributions and competences bestowed by
law, By-Laws, or by delegation of the General Meeting to the
Board of Directors, it is their responsibility to:
a) exercise the most ample administration powers of the
Company and practice all the actions and operations leading to
the realization of its social object;
b) negotiate and grant all contracts, whatever their range,
shape and nature, in which the Company takes part:
c) represent the Company, in court and outside, actively and
passively, to promote, contest, compromise or forsake any
proceedings and to commit itself to all types of arbitration;
d) acquire, alienate or burden any rights and assets or fixed
assets, including vehicles, quotas, shares, bonds or any other
securities;
e) sign renting contracts and to give or take leases on
establishments;
f) provide or obtain financing in any institutions or markets
and to provide or receive bonds or guarantees deemed
necessary;
g) deliberate that the Company participates in the
incorporation, subscribes for capital, takes on interests or
takes part in other companies, complementary groups or
associations of any kind and cooperates, collaborates or forms
a consortium with any other entities, as well as provides
technical administration and management services or support
in human or financial resources to holdings or with which it has
signed a subordination contract;
h) appoint the people it deems convenient to perform their duties
in other companies, groups or any other type of associations;
i) delegate to any of its members the required powers for the
execution of certain tasks or actions;
j) appoint Company proxies to carry out certain actions or
category of actions with the powers and attributions contained
in the respective power of attorney documents for the intended
purposes;
m) appoint the Company Secretary and respective Deputy.
Under the established in number 2 of Article 6 of the by-Laws,
the Board of Directors is also authorized to increase the capital
stock up to three hundred million Euros, one or more times,
through cash contribution.
II.6. Indication regarding the existence of operation
regulations for the governing bodies or other rules
regarding the internally defined incompatibilities, and the
maximum number of accumulated offices and the site
where the same can be consulted.
Formally, governing bodies do not have regulations for
functioning, a code of conduct or even other rules related to the
internally defined incompatibilities, or a maximum number of
offices liable to be accumulated.
Taking into account the corporate model chosen, the
composition of the board of directors (almost all of them
executive) and supervisory board (all independent and
compatible with the established normatives (standards)) of the
Company and the fact that the competences and
responsibilities of each of them are very well defined and not
liable to be delegated to any other bodies, specialized
committees or departments, the operation mode of the Board
of Directors, of the Supervisory Board and of the Chartered
Accountant is quite simplified.
It should be mentioned on this matter that the number of
members integrating those bodies is not large enough to justify
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