Annual Report 2010 - CMVM

Corporate Governance Report 2010Mr. Manuel Pereira Coutinho Teixeira DuarteMr. António Carlos Calainho de Azevedo Teixeira DuarteMr. Pedro Pereira Coutinho Teixeira Duarte is not considered independent in relation to the members of the Board of Directors, because hisfather is Mr. Pedro Maria Calainho Teixeira Duarte, Chairman of the Board of Directors of the Company. Since TD,SA is controlled by companiesowned by members of the Teixeira Duarte family, it is naturally not recommended that any of them should be part of the Remuneration Committee.Traditionally and during decades, this has been the practice and always in conformity with the current rules and recommendationson the remuneration of the members of the Management Board established by the CMVM, therefore there is no reason to change this. It isimportant to stress that this is a Company which, following the example of TD-EC, which it replaced as a holding of the Group, with its ownspecific way of acting, its distinctive business image, which has adopted a very particular way of being, a healthy management policy, that,before the public and market has been recognised as such.However, it should be noted that, as at 31 December 2010, all the members of the Remuneration Committee have the status of independentunder the terms legally defined in article 414 of the Commercial Companies Code.All the members of the Remuneration Committee have knowledge and experience on matters of remuneration policy, taking into account thatthey have been performing these duties for several years.Whenever a meeting of the Remuneration Committee is held, minutes are drawn up which are then transcribed to the corresponding Bookand filed in the Company's vaults.At least two members of the Remuneration Committee were present at the sessions of the General Meeting of TD,SA during 2010.II.39. Reference to the independence of the natural or legal persons contracted by the Remuneration Committee througha work or service contract relative to the board of directors as well as, when applicable, to the fact that these persons arecurrently connected to a consultant of the company.No natural or legal persons were contracted for the Remuneration Committee.CHAPTER IIIInformation and AuditsAlways guided by a philosophy of sobriety, accuracy and honesty, the Company discloses to the public, in a complete, true, current, clear,objective and licit manner, within the periods of time and through the established means of disclosure, not only all the facts defined legally121