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business plan for 2004 - EDP

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2003 - Annual Report - <strong>EDP</strong><br />

comprising three shareholders elected by the General<br />

Meeting in accordance with the articles of association.<br />

The current members of the Remuneration committee<br />

are:<br />

• Brisa, represented by Vasco Maria Guimarães José<br />

de Mello;<br />

• Parpública, represented by João Plácido Pires; and<br />

• Ruy Manuel Corte-Real de Albuquerque.<br />

No member of this committee holds a position on the<br />

<strong>EDP</strong> Board of Directors, nor are they spouse or direct<br />

relative to the 3rd degree of any <strong>EDP</strong> director.<br />

The composition of the Remuneration Committee has<br />

due regard <strong>for</strong> the independence criteria established by<br />

the CMVM.<br />

Under the terms of <strong>EDP</strong>’s articles of association, the<br />

Remuneration Committee is charged with fixing the<br />

remuneration of the directors and of any benefits, such<br />

as retirement or disability pensions, as well as the<br />

remuneration of the other corporate officers.<br />

>> 1.10 Auditors<br />

The Audit Committee has reviewed the Group’s<br />

financial in<strong>for</strong>mation reporting process in the name of<br />

the Board of Directors. The management bodies are<br />

responsible <strong>for</strong> the production and reporting of the<br />

financial statements, and <strong>for</strong> the systems of internal<br />

control that underpin them.<br />

The Internal Audit Office, which reports to the chairman<br />

of the Executive Committee, is responsible <strong>for</strong> checking<br />

the consistency of the internal control systems,<br />

particularly with regard to protection of assets, the<br />

scope and accuracy of the operational and financial<br />

in<strong>for</strong>mation, and compliance with the <strong>EDP</strong> Group’s<br />

guidelines.<br />

The independent auditors – PricewaterhouseCoopers –<br />

are responsible <strong>for</strong> expressing their opinion on the<br />

con<strong>for</strong>mity of the audited financial statements with<br />

international accounting standards and with Portuguese<br />

law. The Audit Committee is responsible <strong>for</strong> monitoring<br />

these activities and <strong>for</strong> drawing up recommendations<br />

within the scope of the process of preparation of the<br />

financial in<strong>for</strong>mation.<br />

Having discussed with the Board of Directors and with<br />

the independent auditors the relevant matters concerning<br />

the financial statements, the Audit Committee<br />

recommended to the Board of Directors, which<br />

approved the recommendation, the inclusion of the<br />

audited financial statements in this 2003 Report &<br />

Accounts.<br />

Mandate of the Independent Auditors<br />

PricewaterhouseCoopers has been the firm of auditors<br />

of the <strong>EDP</strong> , S.A. since 1999. Costs related to auditing<br />

services, other auditing services and tax services are, in<br />

Euros, as follows:<br />

PwC<br />

Other Auditors<br />

Total<br />

Audit and legal<br />

certification of<br />

accounts<br />

600 031<br />

551 260<br />

1 211 291<br />

Other<br />

auditing<br />

services<br />

548 102<br />

255 000<br />

803 102<br />

Tax<br />

services<br />

The auditing detailed in the <strong>for</strong>egoing table correspond<br />

to necessary audit work required to issue an opinion on<br />

individual and consolidated financial statements of the<br />

parent company and its subsidiaries on Portugal and<br />

overseas. These services do not include services to<br />

associated companies nor jointly controlled companies.<br />

PwC’s other auditing services include auditing services<br />

on non-recurrent transactions, namely valuation of fair<br />

values in Spain and Brazil, on the implementation of<br />

new accounting policies, on the review of the internal<br />

control systems, consents and com<strong>for</strong>t letters, and other<br />

services within the scope of the requirements of the<br />

CMVM (Portugal) and of the Securities and Exchange<br />

Commission (United States).<br />

Other auditing services provided by the independent<br />

auditors include work per<strong>for</strong>med by Delloitte & Touche<br />

in Brazil related to the valuation of fair values of Escelsa<br />

and Enersul.<br />

The tax services concern the tax consultancy services<br />

provided by KPMG, in Portugal, in the amount of<br />

121 000 Euros and by Delloitte & Touche in Brazil.<br />

_<br />

130 732<br />

130 732<br />

40/41

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