Annual Report 2010 - CMVM

Corporate Governance Report 2010CHAPTER IIManagement and Supervisory BodiesSection I – General IssuesII.1. Identification and composition of the governing bodies.Since its constitution in 2009, the Company adopted a Corporate Governance model known as the "monista latino" (Latin unitary boardstructure), whose governing bodies comprise, in addition to the General Meeting and its respective Board, a Board of Directors and twoautonomous Supervisory Bodies: the Supervisory Board and the Chartered Accountants Company, taking into account their competences andrequirements of compatibility and independence.On this issue, it is important to note the collaboration between all these structures of the Group, as well as the advantages arising from thesesynergies, reflected in the privileged and effective manner of the achievement of objectives undertaken by all as collection action.In this context and in compliance with recommendation number II.1.1.1 of the Corporate Governance Code of the CMVM, the Board of Directorsdiscloses that the adopted corporate governance model fully complies with its base objectives, that is, of ensuring that the Companymaintains good levels of operation and efficiency in the performance of duties by each governing body, both independently and jointly.Indeed, the Board of Directors is composed exclusively by executive members, which is reflected in the effectiveness, operationality andproximity of the matters entrusted to them, while the total independence of the members of the Supervisory Board allows for impartial anduseful intervention in the supervision of the Company's activity, not only from an accounting point of view - where it benefits from the regularintervention of the Chartered Accountants Company - but also from a policy perspective, in this case with the appropriate limits and scopeessential to safeguard compliance with the legal and regulatory rules in force, all with a view to achieving constant transparency and properlevels of disclosure of information to the market in general and to the shareholders, especially at the General Meeting.The TEIXEIRA DUARTE Group has chosen to keep all the Directors of the leading listed company in executive duties since the duties whichwould have been entrusted to any non-executive Directors – namely regarding supervision, monitoring and assessment of the activity ofthe executive members - are carried out, with full effectiveness, by the Supervisory Board, Remuneration Committee and General Meeting.Particular note should also be made of the good interrelations between all the governing bodies, not only between the Chartered AccountantsCompany and the Supervisory Board, which hold periodic meetings, but also between these bodies and the Board of Directors, whereby allthe Directors have provided the information requested by other members of the governing bodies in due time and in an appropriate manner.This model has also proved to be suitable to the modus operandi of the Company, its structures and members comprising the governingbodies, particularly those of the Board of Directors.Under the terms of number 1 of article 17 of the Articles of Association, the Board of Directors is composed on a minimum of five andmaximum of eleven members elected at the General Meeting, which must appoint, from amongst them, the member who will perform theduties of Chairman.In the beginning of 2010, the Board of Directors was composed of eight members, counting with a Chairman and seven Directors, all withexecutive duties, but on 23 February 2010, Mr. João Salvador dos Santos Matias resigned from the position he had been holding, due to78