Annual Report 2010 - CMVM

Corporate Governance Report 2010II.14. Distinction between the executive and non-executive members and, amongst them, discrimination between themembers which would comply, if the rules of incompatibilities established in number 1 of article 414-A of the CommercialCompanies Code were applicable to them, with the exception laid out in sub-paragraph b), and the criteria of independenceestablished in number 5 of article 414, both in the Commercial Companies Code.Considering that all the members of the Board of Directors perform executive duties, the present rule is not applicable to TD,SA.Nevertheless and on this issue, it is important to disclose, with respect to the independence of its members, that the Board of Directors considersthat none are under any circumstances capable of affecting their impartiality in analysis and decision-making.In view of the adopted corporate model, the composition and mode of operation of its governing bodies, namely the executive character of theBoard of Directors and the independence of the Supervisory Board and Chartered Accountants Company, without their being any delegationof competences, either amongst them or to other Committees, TD,SA considers that the appointment of non-executive members to performduties within the Board of Directors would not result in any significant benefits to the good operation of the adopted model which has provedto be suitable and efficient.II.15. Indication of the legal and regulatory rules and other criteria underlying the assessment of the independence of itsmembers made by the management board.Not applicable, as described in the previous number.II.16. Indication of the rules of the process of selection of candidates to non-executive Directors and way they ensure thenon-interference of the executive Directors in this process.Not applicable, as described in the previous two numbers.II.17. Reference to the fact that the company's annual management report should include a description of the activitydeveloped by the non-executive Directors and any constraints which have been detected.Not applicable, considering that all the members of the Board of Directors perform executive duties.II.18. Professional qualifications of the members of the Board of Directors, indication of the professional activities carriedout by them, at least, over the past five years, number of company shares they own, date of their first appointment andend of the term of office.Chairman of the Board of Directors: Mr. Pedro Maria Calainho Teixeira DuarteLicentiate degree in Business Administration from Universidade Católica Portuguesa in 1977.93