Annual Report 2010 - CMVM

Corporate Governance Report 2010Consolidation of Accounts of the Group in the process of disclosure of financial information.As at 31 December 2010, these services were under the hierarchical and operational dependence of Director Mr. Manuel Maria Calainho deAzevedo Teixeira Duarte, who was not considered independent under the applicable rules and regulations, thus constituting non-compliancewith CMVM Regulation number II.4.6.Nevertheless, it is considered that this Director is not under any circumstances capable of affecting his impartiality in analysis and decisionmaking.II.6. Responsibility of the management board and supervisory board in the creation and functioning of the company'sinternal control and risk management systems, as well as in the evaluation of their operation and adjustment to thecompany's needsRegarding the Company's internal control and risk management systems, the Board of Directors is responsible, in the first place, for knowingand assessing the most important risks faced by the Company, as well as for the promotion of the necessary initiatives for their respectiveprevention.In this context, the Board of Directors is responsible for designing and planning the internal control and risk management systems which provenecessary and appropriate for the different situations which are identified, as well as monitoring their respective implementation, supervisingand assessing their operation, all under the terms described above in II.5.Furthermore, the Board of Directors is also responsible - rather than the supervisory bodies - for the assessment of the operation of thesesystems and for proposing their respective adjustment to the needs of TD,SA, since this matter which, due both to its nature and specificitiesdescribed above, falls under the specific scope of action of the Board of Directors and under the control and supervision of this board of thedifferent Departments of the Company, a system that has proved suitable for its respective purposes.II.7. Indication of the existence of regulations on the operation of the governing bodies, or other rules relative to incompatibilitiesdefined internally and the maximum number of positions which can be accumulated, and place where theymay be consulted.Formally speaking, there are no regulations on the operation of the governing bodies, code of conduct or any other rules relative to incompatibilitiesdefined internally, nor a maximum number of positions which can be accumulated.In view of the chosen corporate model, the composition of the management (all executive members) and supervisory bodies of the Company(all independent and relative to whom none are in any situation of incompatibility, in accordance with the legal rules) and the fact that thecompetences and responsibilities of each are very well defined and cannot be delegated to any other bodies, specialised committees or departments,the mode of operation of the Board of Directors, Supervisory Board and Chartered Accountant is rather simplified.In this regard, it should be noted that the fact that the number of members in these bodies is not large enough to justify the stipulation, inregulations, of additional rules on operations, and likewise, the interaction between these entities is maintained in a regular manner underthe legally established terms, considered sufficient for the effect.84