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
e) Identification of the main parameters and justification
for any system of annual prizes and other non-pecuniary
benefits;
As mentioned in the previous sub-paragraph, the
Remuneration Committee shall take into consideration, in
addition to the Executive Directors’ performance, the
Company’s results as a whole, as well as the activity of the
management board in its entirety, against the established
objectives, taking into account the conditions and amounts of
the other employees’ of the Company.
f) Allocation of shares and/or rights to purchase options
on shares and/or any other incentive scheme with shares
system;
There is no scheme to allocate shares and/or rights to
purchase options on shares and/or any other incentive with
shares system.
g) Remuneration paid as profit sharing and/or payment of
prizes and the reasons why those premiums or profit
sharing were not granted;
In the global remuneration of the members of the Board of
Directors, no amount is paid as profit sharing.
The members of the Board of Directors are paid an amount as
a production, performance and appropriation of profits premium.
h) Compensation paid or due to ex-executive directors
regarding the termination of their duties during the
financial year;
No compensation was paid or is due to any ex-executive
directors regarding the termination of their duties during the
financial year. Moreover, the only executive director who
terminated his duties in 2008 was a non-Executive Director, who
did not receive any compensation and none was due to him.
i) Amounts paid, on any ground, by other controlling
companies or group related to the latter;
Executive Directors of “TEIXEIRA DUARTE - Engenharia e
Construções, S.A.” do not receive any remuneration, on any
grounds, paid by controlling companies or group related to
the latter.
j) Description of the main characteristics of
complementary schemes of pensions or early retirement
pensions for the Executive Directors;
With regard to any retired ex-executive directors, it is
incumbent on the mentioned Remuneration Committee to
establish all amounts paid within that scope, on any grounds.
With regard to the granting of complementary pension
systems, the By-Laws (Memorandum and Articles of
Association) establish, in article 22 transcribed below, the
terms and criteria according to which the Remuneration
Committee should establish those amounts:
ARTICLE TWENTY TWO
ONE - When persons who have worked as Executive Directors
cease to do so, the Company may attribute a retirement
pension for life, provided they meet one of the following
requirements:
a) Have held the position for more than ten years;
b) Have given, even with a shorter period holding the position,
more than twenty five years of service to the company;
TWO - The amount of the pension will be determined by taking into
consideration the time or the importance of the services provided,
together with the situation of the beneficiary. It should be annually
reviewed, but can never be more than the highest remuneration
attributed at that stage to the existing executive directors.
THREE - By delegation of the General Meeting, the
Remuneration Committee mentioned in Article Eleven, when
so convened, shall review cases placed before it, establishing
amounts and other aspects related to pension allocation.
l) Estimate of the amounts of the relevant non-pecuniary
benefits considered as remuneration not covered by the
previous situations.
139