Annual Report 2010 - CMVM

Corporate Governance Report 2010The financial statements of the TEIXEIRA DUARTE Group might be influenced by the change in value of the financial stakes owned.The net worth, equity and even, in certain situations the impairment, net income of the TEIXEIRA DUARTE Group might be influenced by thechange in value of the financial stakes owned, which, in the case of the holdings in companies listed for trading on regulated markets, dependsdirectly on the stock market prices of the respective shares.The entities of the TEIXEIRA DUARTE Group are subject to the risks inherent to any economic activity, which is the case of accidents,breakdowns or natural catastrophes that might lead to losses in the Group's assets or temporary interruptions in the respective activity.Likewise, these risks might affect the main customers and suppliers of the TEIXEIRA DUARTE Group, which would have a significant impact onprofitability where it is not possible to find replacement customers in order to guarantee the turnover level or suppliers to enable maintainingthe same cost structure.II.10. Powers of the management board, namely with respect to deliberations to increase share capital.In addition to all the other duties and competences entrusted by the Law, Articles of Association or through delegation of the General Meetings,the Board of Directors is responsible for:a) exercising the full powers of management of the Company and carrying out all the acts and operations pertinent to the achievement ofits corporate object;b) negotiating and granting all contracts, independently of their scope, form and nature, where the Company is a party;c) representing the Company in and out of court, actively and passively, promoting, contesting, transacting or waiving in any proceedingsand engaging in all types of arbitration;d) preparing, if deemed appropriate, its internal regulations, defining the rule and procedures relative to its operation;e) proceeding with the distribution of areas of responsibility amongst its members and entrusting any of the members with specific mattersof the competence of the Board of Directors;f) empowering any of its members sufficiently to, jointly or individually, perform certain tasks or specific actions;g) appointing attorneys or mandataries of the Company to carry out certain acts or categories of acts, with the powers and duties defined inthe respective powers of attorney which it has granted for the effect;h) appointing the Company Secretary and its Alternate.i) moving the head office to another location, within national territory, as well as creating, transferring or extinguishing delegations, agencies,branches or any other forms of corporate representation, in the country or abroad, under the terms, where and when deemedconvenient;j) deliberating that the Company acquire, dispose and encumber any fixed assets and industrial property rights, licenses and permits, as90