Annual Report 2010 - CMVM

Corporate Governance Report 2010I.4 DELIBERATIVE QUORUMCompanies must not establish a constitutive or deliberative quorum greater than that establishedby Law.I.4I.5 MINUTES AND INFORMATION ON ADOPTED DELIBERATIONSExcerpts from the minutes of the General Meetings or documents of similar content shouldbe available to the shareholders on the company's website within five days after the GeneralMeeting, even if they do not constitute privileged information. The disclosed informationshould cover the deliberations taken, share capital represented and voting results. This informationmust be kept on the company's website for at least three months.I.6 MEASURES RELATIVE TO CORPORATE CONTROLAny measures adopted with a view to preventing the success of public takeover bids shouldrespect the interests of the company and its shareholders. Any articles of association of companieswhich, respecting this principle, set a limit on the number of votes which may be heldor exercised by a single shareholder, individually or jointly with other shareholders, must alsoI.6.1establish the commitment that at least every five years the maintenance or not of this statutoryprovision will be subject to deliberation at the General Meeting – with no requirement ofa quorum larger than that legally established – and that in this deliberation all the votes castwill be counted, without the application of the above limit.Defensive measures must not be adopted if they cause an automatic erosion of company assetsin the event of the transfer of control or change of the composition of the managementI.6.2board, thereby jeopardising the free transferability of shares and the free assessment by theshareholders of the performance of members of the management board.II. MANAGEMENT AND SUPERVISORY BODIESII.1 GENERAL SUBJECTSII.1.1 STRUCTURE AND COMPETENCEThe management board should assess the adopted model in its annual Governance Report,II.1.1.1 identifying any constraints to its functioning and proposing measures of action that, in itsopinion, are suitable to overcome them.Companies should create internal risk control and management systems to safeguard theirvalue and enhance the transparency of their corporate governance, permitting the identificationand management of risks. These systems should include at least the following components:i) establishment of strategic corporate objectives on matters of risk-taking; ii) identificationof the main risks related to the specific activity exercised and any events which mightimply risks; iii) analysis and measurement of the impact and probability of the occurrence ofII.1.1.2each potential risk; iv) risk management with a view to the alignment of the risks effectivelyincurred with the company's strategic risk-taking; v) mechanisms for the control of the executionof the adopted risk management measures and their effectiveness; vi) adoption ofinternal mechanisms of information and communication on the different components of thesystem and risk warnings; vii) periodic assessment of the implemented system and adoptionof any necessary changes.No I.8NoYesYesYesNoI.13I.14I.7I.20I.21I.22II.1II.563