Annual Report 2010 - CMVM

Corporate Governance Report 2010Apart from the circumstances referred to above, the Articles of Association do not foresee any specific rule for the replacement of the membersof the Board of Directors, so the general system established in the Commercial Companies Code on this matter is applicable, that is, the Boardof Directors may replace any Director who fails to perform duties for any of the reasons laid down in the Law, namely due to resignation or theaccumulation of absences, and hence, should this be deemed appropriate and under the applicable terms and conditions, proceed with thecorresponding co-optation, which must be ratified at the first following General Meeting.As is the case with the other governing bodies, the members of the Supervisory Board are elected at the General Meeting, through the listsystem, for four years, coinciding with the financial years, and may be reappointed once or twice, under the terms and with the legally establishedlimits, and take up office as soon as they are elected, without further formalities. When electing the members of the Supervisory Board,the General Meeting must, mandatorily, elect one of them to perform the duties of Chairman.Without prejudice to the provisions in number 2 of article 10 of the Articles of Association, as with the other governing bodies, the membersof the Supervisory Board were also appointed to perform duties during the two-year period 2009/2010.Although in this case, an alternate member of the Supervisory Board was appointed at the time of the constitution of the Company on 30November 2009, the Articles of Association do not foresee any specific rule for the replacement of the members of this board, so the generalsystem established in the Commercial Companies Code will be applicable on this matter, that is, any permanent members of the SupervisoryBoard who are temporarily prevented from holding office or whose duties have terminated will be replaced by alternates under the terms andconditions established therein.II.12. Number of meetings of the management and supervisory bodies and other committees constituted with competenceon matters of management and supervision during the year in question.During 2010, the leadership of the TEIXEIRA DUARTE Group was assured by the company TD-EC, which carried out the monthly monitoring ofthe evolution of the Group's activity and economic-financial situation, both in individual and consolidated terms, with its Board of Directorshaving held 43 meetings and its Supervisory Board having held 7 meetings in 2010.In addition to the meetings noted above, in 2010 the Board of Directors of TD,SA held 7 meetings, in which the Chairman of the SupervisoryBoard participated in the meeting of approval of the Company's accounts, both in individual and consolidated terms, and the SupervisoryBoard of TD,SA held 4 meetings.II.13. Indication of the number of meetings of the Executive Committee or Executive Board of Directors, and reference tothe drawing up of the minutes of these meetings and their remittance, accompanied by the call notices, as applicable,to the Chairman of the Board of Directors, to the Chairman of the Supervisory Board or of the Audit Committee, to theChairman of the General and Supervisory Board and to the Chairman of the Financial Matters Committee.The present rule is not applicable to TD,SA, because, as described above, there is no Executive Committee, Audit Committee, General andSupervisory Board or Financial Matters Committee, and all the members of the Board of Directors currently perform executive duties, includingthe respective Chairman.However, it should be noted that the Directors provide all the information requested by other members of the governing bodies, in due time and in amanner suitable to the request. Moreover, all the minutes of the meetings of the Board of Directors are sent to the Chairman of the Supervisory Board.92