Annual Report 2010 - CMVM

Corporate Governance Report 2010or other that the company has decided to adopt, under the terms of the CMVM Regulation number 1/2010. For the effect,recommendations that are not followed entirely are considered as not adopted.0.3. Without prejudice to the provisions in the previous number, the company may also make an overall assessment,provided that reasonable grounds are presented, of the degree of adoption of groups of recommendations of interrelatedsubjects0.4. When the corporate governance structure or practices differ from the recommendations of the CMVM or other codesto which the company subscribes or has voluntarily adhered, the parts of each code which are not complied with or whichthe company considers are not applicable should be explained, as well as the respective grounds and other relevantobservations, in addition to clear indication of the part of the Report where the description of this situation can be foundPoints 0.2, 0.3 and 0.4 are developed simultaneously, since they are interrelated.Among the 54 Recommendations comprising the abovementioned Corporate Governance Code of the CMVM, the Company does not adopt16 and some of these only partially.The table below provides the integral reproduction of the text of these Recommendations with the same numbering of the aforementionedCorporate Governance Code, followed by an indication of their adoption or not and reference to the point in this Report where such matter isdescribed or where, observing the principle of "comply or explain", any non-adoption is justified.Recommendation Adoption ReferenceI.1.1The Chairman of the Board of the General Meeting must be provided with the supporting humanand logistic resources appropriate to his/her needs, considering the economic situation Yes CHAPTER Iof the company.I.1.2The remuneration of the Chairman of the Board of the General Meeting must be disclosed inthe Annual Corporate Governance Report.Yes I.3I.2 PARTICIPATION IN THE GENERAL MEETINGI.2.1The period of time in given in advance for the receipt, by the Board, of the statements ofdeposit or blocking of shares for participation in the General Meeting must not exceed five Yes I.4business days.I.2.2In the case of the suspension of the General Meeting, the company should not impose theblocking to remain during the entire period until the session is resumed, with the ordinary Yes I.5period of time in advance required in the first session being sufficient.I.3 VOTING AND THE EXERCISE OF VOTING RIGHTSI.3.1The companies must not establish any statutory restriction to voting by correspondence and,when adopted and permissible, to voting through electronic correspondence.Yes I.9I.3.2The statutory period of time in advance for the receipt of votes issued by correspondence mustnot exceed three business days.Yes I.11I.3.3Companies should ensure proportionality between voting rights and shareholder participation,preferably through a statutory provision according to which one share corresponds to onevote. Proportionality is not to be followed by companies which, namely: i) have shares whichdo not confer the right to vote; ii) establish that rights to vote above a certain number are notto be counted, when issued by a single shareholder or by shareholders related to the former.YesI.6I.762