Relatorio de gestao_2010_INGLES.indd - Efacec

Maria do Rosário Ventura | Artur Fuchs | Luís Filipe Pereira
Alberto Martins | Alberto Barbosa (from left to right)
Executive Committee
Under the terms of the Company’s Articles of Association, the Board
of Directors can delegate the current management of the company
to an Executive Committee (comprised by a number of members
smaller than half of the total number of members of the Board of
Directors) or to one or more directors.
The Executive Committee of the company is currently composed
of 5 members appointed by the Board of Directors that, among its
members, also elects a CEO.
The Executive Committee has a Regulation (approved by the Board of
Directors in 2006) that establishes the composition, responsibilities
and operation of the Executive Committee, the responsibilities of
its respective CEO, the information to be reported to the Board
of Directors and the method for setting the company’s decisionmaking
and legally binding rules, the assignment of roles and the
limits of the executive duties.
The Board of Directors granted the members of the Executive
Committee (by means of a power delegation minute) management
and administration powers over all the businesses of the company
and the Group, namely (in keeping with the limits of the granted
powers) the exercise of the company’s rights in companies where
it has shareholdings, monitoring the respective activities and
issuing binding instructions for the concerned governing bodies and
respective members.
The Board of Directors decided to create exceptions for the
assignment of powers regarding the matters specifi ed next, in
addition to those that cannot be legally delegated. So, the Executive
Committee must submit these matters for approval of the Board of
Directors:
• Risk strategy and policy of the company and the Efacec Group;
• Approval of a Consolidated Strategic Development Plan;
• Approval of yearly and multi-year budgets and plans, namely
the Efacec Group’s Consolidated Annual Budget and the periodic
monitoring of its execution;
• Co-opting of Directors;
• Approval of the annual report and accounts submitted to the
General Meeting;
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• Approval of half yearly and quarterly accounts;
• Change of headquarters, under the terms included in the company’s
Articles of Association;
• Approval of merger, demerger and transformation projects;
• Approval of important strategic alliances and partnerships in which
the Group is involved or changes to key conditions of their terms;
• Approval of important changes in the Group’s organizational model;
• Approval of a global policy for remunerations and benefi ts of the
Groups’ employees;
• Acquisition and disposal of shares from other societies and
subscription to equity holdings;
• Personal guarantees or collateral provided by the company.
The Board of Directors has also limited the delegation of powers to
proceedings carried out within the established values, regarding the
following matters:
a) Approval of investments: EUR 15 million;
b) Approval of fi nancing operations: EUR 10 million;
c) Approval of commercial contracts concerning the current
business year: EUR 25 million;
d) Approval of the acquisition, disposal, exchange or pledging of
property or respective rights: EUR 3 million;
e) Approval of personal guarantees or collateral provided by other
companies of the Group: EUR 3 million;
f) Proceedings concerning items a), b) and d) not included in the
budget: EUR 1 million.
The Board of Directors also granted the members of the Executive
Committee with binding powers over the company, in both the
execution and appointment of management powers.
As a general rule, the Executive Committee meets once a week. The
decisions made by the Executive Committee are written in a minute.
Its copy will be then included in the documentation available at the
next meeting of the Board of Directors. The executive members also
provide non-executive members with all explanations necessary for
them to exercise their responsibilities, either by their own initiative
or when requested.
Throughout the year of 2010, the Executive Committee held 30
meetings.