business plan for 2004 - EDP

5 Management
>> 5.1 Characteristics of the Board of Directors
The EDP Board of Directors, which includes
independent directors, currently consists of 13 directors
elected by a majority of votes cast at the General
Meeting of Shareholders. The term of office of the
directors is three years and there are no restrictions on
their re-election.
>> 5.2 Executive Committee
Under the terms of the deliberation of the Board of
Directors on May 22, 2003, in keeping with the
provisions of the articles of association, the day-to-day
management of EDP is delegated to an Executive
Committee comprising five directors.
As a rule, the Executive Committee meets on a weekly
basis with the participation of all its members. The work
of the Executive Committee is governed by the
respective regulations approved by the Board of
Directors, which also appointed the chairman of the
Executive Committee and established the rules
governing information and the monitoring of its
activities by the Board.
At every meeting of the Board of Directors, the
Executive Committee presents the developments of the
Group’s strategic agenda and the more relevant
decisions that it took, as well as the minutes of the
meetings of the Executive Committee.
To ensure complete knowledge of all matters dealt with
by the Executive Committee, it has been determined that
the provision of information to any member of the Board
of Directors is made known to every member of the
Board of Directors.
The duties of the Executive Committee were
established by the Board of Directors in the
deliberation concerning the delegation of the
company’s day-to-day management powers and
consists essentially of:
• Designing and proposing the Group’s strategy and
policy;
• Day-to-day management of the EDP business and of
the Group companies;
• Co-ordination of the business of the subsidiaries;
• Management of the holdings owned by EDP; and
• Co-operation with the Board in the definition of
Group policies.
However, the delegation of responsibilities on the
Executive Committee does not include:
• Co-opting directors;
• Requests to convene General Meetings;
• Approval of the annual report and accounts to be
submitted to the General Meeting;
• Approval of half yearly and quarterly accounts to be
published pursuant to the law;
• Approval of the annual and multi-annual plans and
budgets and periodic monitoring of the execution;
• Changes of the registered office of EDP, under the
terms provided for in the articles of association;
• Projects involving the merge, split, transformation
and sale of companies of the EDP Group; and
• Provision of collateral and personal or asset backed
guarantees by the company.
The Executive Committee must also inform the Board of
Directors of any decisions of special importance that it
takes and, when justified, submit to the Board of
Directors for appraisal those deliberations which, for
their importance, it considers require Board
confirmation.
Notwithstanding the delegation of powers, those
members of the Board of Directors that have no seat on
the Executive Committee are responsible under the law
for the supervision of the activity of the Executive
Committee and also for losses caused by its acts or
omissions provided that, having taken cognisance of
such acts or omissions or of the intention of committing
them, they do not cause the intervention of the Board of
Directors with a view to taking adequate measures.
During 2003 the Executive Committee held 41 ordinary
and 13 extraordinary meetings.