Annual Report 2010 - CMVM

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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
Corporate Governance Report 2010Section II – Board of DirectorsII.8. Should the chairman of the management board perform executive duties, indication of the mechanisms for thecoordination of the work of the non-executive members which ensure the independent and informed character of theirdecisions.Considering that all the members of the Board of Directors perform executive duties, the present rule is not applicable to TD,SA.II.9. Identification of the main economic, financial and legal risks to which the company is exposed during the exerciseof its activityThe main economic, financial and legal risks to which the company is exposed during the exercise of its activity are as follows:- alterations in the economic and business conditions in Portugal, as well as in the economic and business conditions of the Group's operationsabroad, namely in Angola, Algeria and Brazil;- fluctuations and volatility of interest rates, credit spreads and exchange rates;- changes in government policies and in the regulatory framework of banking activity;- alterations in the competitive environment of the TEIXEIRA DUARTE Group;- fluctuations in stock markets in general and in particular the stock market price of BCP shares.Furthermore, the activity of the TEIXEIRA DUARTE Group is dependent on the economic environment and on the consequences which certainmacroeconomic situations might have on the levels of confidence of the different economic agents, on investment volumes, exports andglobal trade, as well as well as on employment levels and consumption patterns.The evolution of the activity areas in which the Group operates, namely the construction area, but also, for example, the real estate, hotel andenergy areas, is historically correlated, more or less directly, with the macroeconomic performance of the countries or markets where theTEIXEIRA DUARTE Group operates, in particular, with the evolution of Gross Domestic Product (GDP). Therefore, the Group's activity and itsresults may be significantly affected by the performance of the economies where the TEIXEIRA DUARTE Group operates, mainly through theeffect of the growth or retraction of the construction market, the most representative business area in the Group's operating income (55% in2010).Considering that the construction business is the core activity of the TEIXEIRA DUARTE Group, in particular in the sub-branches of Geotechnologyand Rehabilitation, Buildings, Infrastructures and Mechanical Engineering, below is a description of the main risks inherent to the saidbusiness:The large-scale construction business involves a major allocation of human and material resources, which implies a high fixed cost structurenot only due to the necessary need to invest in the teams and their training, but also the significant investment required in the acquisition andmaintenance of equipment.85
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Annual Report 2010 - CMVM

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