Annual Report 2010 - CMVM

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Corporate Governance Report 2010Furthermore, and with the support of the Company Secretary and other services of the Company, the Chairman of the Board of the GeneralMeeting is provided with the appropriate human and logistic resources for the proper performance of the Chairman's duties, namely for thepreparation and dissemination of the call notices and other preparatory information, as well as for the receipt, processing and filing of sharecertifications, letters of intention to participate, letters of representation, proposals for submission to the assessment and voting of the shareholders,attendance list and, for the organisation of the General Meetings.I.1. Identification of the members of the Board of the General Meeting.Currently, the Board of the General Meeting is composed of the following members:Chairman:Mr. Rogério Paulo Castanho Alves, lawyer, with professional domicile at Largo de S. Carlos, n.º 3, 1200-410 Lisbon,PortugalDeputy Chairman: Mr. José Gonçalo Pereira de Sousa Guerra Costenla, lawyer, with professional domicile at Largo de S. Carlos, n.º 3,1200-410 Lisbon, PortugalSecretary:Mr. José Pedro Poiares Cobra Ferreira, lawyer, with professional domicile at Lagoas Park, Edifício 2, 2740-265 PortoSalvo, Oeiras, Portugal.The members of the Board of the General Meeting fully comply with the requirements of independence, and there is no situation of incompatibilityfor the performance of these duties by any of them, in strict observance of the applicable regulations (article 414 and 414-A, ex vi ofarticle 374-A, all of the Commercial Companies Code).I.2. Indication of the date of commencement and termination of office.all the identified members of the Board of the General Meeting were appointed through the Memorandum of Association, on 30 November2009, to perform duties in that body during the two-year period 2009/2010.I.3. Indication of the remuneration of the chairman of the Board of the General Meeting.The members of the Board of the General Meeting, under the current system established in the Commercial Companies Code, namely theprovisions in 422-A, ex vi of article 374-A, receive a fixed remuneration for the performance of the duties inherent to the respective positions,determined by the Remuneration Committee established in article 11 of the Articles of Association.Under the terms and for the effect of the applicable regulatory and recommended provisions, it is disclosed that the remuneration of theChairman of the Board of the General Meeting, during 2010, was EUR 20,000.00 (twenty thousand Euros).70
Corporate Governance Report 20101.4. Indication of the time in advance required for the deposit or blocking of shares for participation in the General Meeting.As established in the actual Articles of Association (article 13), only shareholders with at least one voting right, on the registration date, correspondingto 0 hours (GMT) of the 5th business day prior to the date of the General Meeting, may participate in the General Meeting and discussand vote therein. The exercise of these rights is not jeopardised by the transfer of the shares after the registration date, nor does it dependon their blocking between this date and the date of the General Meeting. Anyone wishing to participate in the General Meeting should statethis intention, in writing, addressed to the Chairman of the Board of the General Meeting and to the financial broker where the individualisedregistration has been opened up to the day prior to the date mentioned above, and may, for the effect, use electronic mail. Anyone who hasstated the intention to participate in the General Meeting and transfers the ownership of the shares between the registration date and the endof the General Meeting, should immediately communicate this fact to the Chairman of the Board of the General Meeting and to the CMVM.The Chairman of the Board of the General Meeting does not establish any restrictions on the acceptance of statements received after thestatutorily established dates.I.5. Indication of the rules applicable to the blocking of shares in the case of the suspension of the General Meeting.In the case of the suspension of the General Meeting, the company should not impose the blocking of shares to remain during the entireperiod until the session is resumed, although it is necessary that the shareholders confirm their capacity, under the terms described in point1.4 above.I.6. Number of shares corresponding to one vote.Under the terms of article 13 of the Articles of Association, each share corresponds to one vote.I.7 Indication of the statutory rules establishing the existence of shares which do not confer the right to vote or whichestablish that rights to vote above a certain number should not be counted, when issued by a single shareholder or byshareholders related to the former.Although the Articles of Association foresee this possibility, as results from the content of its article 7, the truth is that there are no - and havenever been any – shares without voting rights.There are no statutory provisions which limit the number of votes, when issued by a single shareholder or by shareholders related to theformer, or that establish that rights to vote above a certain number should not be counted, when issued by a single shareholder or by shareholdersrelated to the former.I.8. Existence of statutory rights on the exercise of voting rights, including constitutive and deliberative quorums or systemsprivileging rights related to assets.As established in article 13 of the Articles of Association, and as described in 1.4, only shareholders with at least one voting right, on the71
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Report and Opinion of the Superviso
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Annual Report 2010 - CMVM

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