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
companies of the same group
Dr. António Gonçalves Monteiro (Chairman of the
Supervisory Board)
He does not carry out duties in other companies of TEIXEIRA
DUARTE group.
As for companies outside Teixeira Duarte Group, he is
Chairman of the Board of Directors of MOORE STEPHENS &
ASSOCIADOS, SROC, S.A.
Dr. Mateus Moreira (Member of the Supervisory Board):
He does not carry out duties in other companies inside or
outside TEIXEIRA DUARTE group.
Mr. Miguel Pereira Coutinho (Member of the Supervisory
Board):
He does not carry out duties in other companies inside or
outside TEIXEIRA DUARTE group.
Dr. Horácio Lisboa Afonso (Deputy member of the
Supervisory Board)
He does not carry out any duties in any other companies of
TEIXEIRA DUARTE Group.
In companies outside Teixeira Duarte group, he is founder
partner of Camacho Palma & Lisboa Afonso – SROC and
Partner of Nexia, of which he is a representative in Portugal.
Points II.15, II.16 and II.17 do not apply to “TEIXEIRA
DUARTE - Engenharia e Construções, S.A.” as they
provide on a specific subject of the General and
Supervisory Council, a body which does not exist in the
corporate model adopted by the Company.
II.18. Description of the remuneration policy, including,
namely, means of alignment of the interests of the
executive directors with those of the Company and job
performance evaluation, differentiating executive
directors from non executive directors, and a summary
and explanation of the company policy regarding the
terms for compensations negotiated by contract or
transaction in case of dismissal and other payments
related to the early termination of contracts.
In addition to the obligations inherent to the exercise of the
duty itself, the remuneration of Executive Directors is also in
compliance with the alignment of their interests with those of
the Company. In fact, the remuneration is established by a
Committee elected in General Meeting, which stipulates these
amounts according to guidelines connecting them with the
results of the Company, as a whole, as well as with the activity
of the management board in its entirety, against the
established objectives, taking into consideration the conditions
and amounts of the remunerations of the other employees of
the Company. Thus, it is also reported that no Executive
Director has a right to the variable component of his
remuneration until a specific allotment is granted by the
mentioned Remuneration Committee, under the stated terms
and grounds.
Therefore, the remunerations policy that has been complied
with consists on the Remuneration Committee establishing,
specifically, the exact amounts, according to personal
discretion of its members, expressed in deliberation drawn up
in minutes and the contents of which is then reported to the
Board of Directors for implementation, under the terms and
with the established basis.
It is also policy of the company not to pay any amounts related
to the early termination of the duties carried out by the
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