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
Firstly and regarding this matter, we wish to inform that,
regarding the independence of its members, the Board of
Directors has considered that none of them are in a position
liable to affect an exempt analysis or decision.
Due to the corporate model adopted and to the composition
and operation mode of its governing bodies, namely the
executive nature of the Board of Directors and the
independence of the Supervisory Board and of the Chartered
Accountants Company, without delegation of competences
between them or other committees, Teixeira Duarte has always
believed one non-executive Director to be sufficient, in the
case of its Chairman of the Board of Directors, who acted
mainly within the scope of the Company’s institutional
representation, along a counselling line and who terminated
his functions on the 31 st December 2008.
In relation to this non-Executive Director, we inform that the
same was not considered to be independent under nr 5 of
article 414 of the Commercial Companies Code, because he
had already been re-elected for the position of Chairman of the
Board of Directors for more than two successive mandates
ever since the company changed into joint stock company in
1987, as well as being the holder of a qualified share of 2% of
the capital stock and due to the fact of being the Executive
Director of the holding company with a qualified share of over
2% of Teixeira Duarte’s capital stock;
We further inform that Mr. Pedro Pereira Coutinho Teixeira
Duarte (Eng.) would also not comply with the criterion
established in paragraph g) of nr 1 of article 414-A of the
Commercial Companies Code, because he is a relative in
direct line and up to the third degree, inclusive, in the collateral
line of people impeded, due to the established in paragraph b)
and c) of nr. 1 of the same article.
II.10. Professional qualification of the members of the
Board of Directors, indication of the Professional
activities exercised by them during, at least, the last five
years, the number of company shares they hold, date of
the first appointment and date of the end of the mandate.
Chairman of the Board of Directors: Eng. Pedro Pereira
Coutinho Teixeira Duarte
Married, with business address at “Lagoas Park”, Edifício 2,
Porto Salvo.
University degree in Civil Engineering by “Instituto Superior
Técnico”, in 1946.
Appointed to his post for the first time in 1987, right after the
Company became a joint stock company, having ended
respective mandate on 31 st December 2008, with resignation
letter issued on 27 th November 2008.
In the past five years his professional activity focused on his
duties as Chairman of the Board of Directors of “TEIXEIRA
DUARTE - Engenharia e Construções, S.A.” and, in addition to
that, he has also held the position of Chairman of the Board of
Directors of “TEIXEIRA DUARTE – Gestão de Participações e
Investimentos Imobiliários, S.A.”.
On 31 st December 2008 he held 10,200,000 shares
representing the equity capital of “TEIXEIRA DUARTE -
Engenharia e Construções, S.A.”, 848,020 of these shares are
held jointly with his spouse and without determination of
apportionment or rights.
Deputy Executive Director: Dr. Pedro Maria Calainho Teixeira
Duarte
Married, with business address at “Lagoas Park”, Edifício 2,
Porto Salvo.
University degree in Business Management by “Universidade
Católica Portuguesa”, in 1977.
Appointed to his post for the first time in 1987, right after the
Company became a joint stock company. The ongoing
mandate will end in 2010.
In the past five years, within the scope of his professional
activity, he has also carried out the following duties:
Chairman of the Board of Directors of ” PASIM - Sociedade
Imobiliária, S.A.”.
122