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Annual Report 2010 - CMVM

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Corporate Governance <strong>Report</strong> <strong>2010</strong>II.4.6II.5II.5.1II.5.2II.5.3The internal audit services and the services ensuring compliance with the rules applied to thecompany (compliance services) should report functionally to the Audit Committee, Generaland Supervisory Committee or, in the case of companies adopting the Latin model, to anindependent Director or the Supervisory Board, independently of the hierarchical relation ofthese services with the company's executive management.SPECIALISED COMMITTEESUnless as a result of the small size of the company, the Board of Directors and General and SupervisoryBoard, according to the adopted model, should create the committees which provenecessary to:i) ensure a competent and independent assessment of the performance of the executive Directorsand for the assessment of their own overall performance, as well as that of the variousexisting committees;ii) reflect on the adopted governance system, verify its effectiveness and propose to the competentbodies the measures to take with a view to its improvement;iii) identify, in due time, potential candidates with the high profile necessary for the performanceof the duties of Director.The members of the Remuneration Committee or equivalent should be independent from themembers of the management board and include at least one member with knowledge andexperience on matters of remuneration policy.No legal or natural person who has provided, during the last three years, services to the anystructure directly under the Board of Directors, to the company's Board of Directors or which/who has an current relationship with any consultant of the company should be contracted tosupport the Remuneration Committee. This recommendation is also applicable to any naturalor legal person is related to such persons through a work or service contract.NoNoNoNot ApplicableII.5.4 All the committees should prepare minutes of the meetings they hold. Yes II.38III. INFORMATION AND AUDITSIII.1 GENERAL INFORMATION DUTIESIII.1.1Companies should ensure the existence of a permanent contact with the market, respectingthe principle of shareholder equality and taking precautions against asymmetries in access toinformation on the part of investors. For this purpose, the company should have an investorYes CHAPTER IIIsupport office.III.1.2The following information available on the company's website should be disclosed in English:a) The corporate name, capacity as a public company, head office and other elements mentionedin article 171 of the Commercial Companies Code;b) Articles of Association;c) Identity of the members of the governing bodies and representative for market relations;d) Investor Support Office, respective functions and contacts;e) Documents presenting the accounts;f) Six-monthly calendar on corporate events;g) Proposals presented for discussion and voting at the General Meeting;h) Notice of meetings relative to the General Meeting.Yes CHAPTER IIIII.5II.2II.36II.38II.3968

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