business plan for 2004 - EDP

2003 - Annual Report - EDP
>> 5.3 Description of the work of the Board
of Directors
The EDP Board of Directors is responsible for the
management of the company’s business, charged in
particular, under the terms of the articles of
association, with the following:
• Establishing the management of objectives and
policies of EDP and of the EDP Group;
• Drawing up the annual business and financial plans;
• Managing corporate business and carrying out such
acts and operations concerning the corporate object
that are not entrusted to other corporate bodies;
• Representing the company in and out of court, both
actively and passively, holding powers to waive,
transact and confess in any proceedings and to enter
into arbitration conventions;
• Acquiring, selling or in any other manner disposing
of or encumbering rights or immovables;
• To incorporate companies and to subscribe, acquire,
encumber and sell investments;
• Deliberating on the issue of bonds and other
securities and the terms of the law and of the articles
of association;
• Establishing the EDP technical and administrative
organisation and the internal work rules, particularly
with regard to personnel and their remuneration;
• Appointing attorneys with such powers as it may
deem fit, including powers of delegation;
• Appointing the Company secretary and the
alternate secretary; and
• Performing such other duties as may be attributed
by law or by the General Meeting.
The chairman of the Board of Directors is charged
with special duties, namely:
• Representing the Board of Directors in and out of
court;
• Co-ordinating the activity of the Board of Directors
and convening and chairing its meetings;
• Exercising the casting vote; and
• Ensuring proper execution of the deliberations of
the Board of Directors.
Generally speaking, the Board Directors meets on a
monthly basis with the participation of all the directors,
and it cannot deliberate unless the majority of its
members is present. No more than one director may be
represented at each meeting. All directors have equal
voting rights, the chairman to have the casting vote. The
work of the Board of Directors is governed by internal
regulations.
During 2003 the Board of Directors held 12 ordinary and
11 extraordinary meetings.
>> 5.4 Remuneration of Corporate Officers
Remuneration of Corporate Officers during 2003
In keeping with the articles of association, the General
Meeting elects a Remuneration Committee that fixes the
remuneration of the Corporate Officers. General
Meetings may also determine the award of a part of the
profits to directors, by way of profit-sharing, as well as
the implementation of stock option plans.
The remuneration granted to the Corporate Officers of
EDP Electricidade de Portugal, S.A., during 2003 was as
follows:
Remuneration of Corporate Officers euros
Total
Board of the General Meeting 748.20
Statutory Auditor 82 250.00
Board of Directors 3 694 243.02
Total 3 777 241.22
Remuneration of the Board of Directors (3)
Fixa Variável Total
euros
Director members of the
Executive Committee of the Board
of Directors 2 558 805.09 584 900.00 3 143 705.09
Non-executive Directors 529 537.93 21 000.00 550 537.93
Total 3 088 343.02 605 900.00 3 694 243.02
In respect of 2003 as a whole, the year in which several
members of the previous Board of Directors stepped
down on completion of their term of office, it is
considered appropriate that the information structure
previously adopted should be maintained.
(3) Notes: the Board of Directors was enlarged on May 22, 2003
from 11 to 13 members; on May 22, 2003, the Executive
Committee was reduced from 7 to 5 members; the chairman of
the Board of Directors was chairman of the Executive Committee
up to May 21, 2003. Since May 22, 2003, the chairman of the
Board of Directors has had delegated powers but is not a
member of the Executive Committee. Directors are not
remunerated by companies
in a controlling or group
relationship with EDP.
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