Relatorio de gestao_2010_INGLES.indd - Efacec

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Daniel Bessa Fernandes Coelho Does not hold any other position in any company in which Efacec is a shareholder. Other positions held: Finibanco Holding, S.G.P.S., S.A. – Member of the Board of Directors | AICEP – Agência para o Investimento e Comércio Externo de Portugal, E.P.E. – Non-executive Director | Galp Energia, S.G.P.S., S.A. – Chairman of the Supervisory Board | Sonae, S.G.P.S., S.A. – Chairman of the Supervisory Board | Bial - Portela e Companhia, S.A. – Chairman of the Supervisory Board | Nanium, S.A. – Chairman of the General Meeting Board António do Pranto Nogueira Leite Does not hold any other position in any company in which Efacec is a shareholder. Other positions held: BRISA Auto-Estradas de Portugal, S.A. – Member of the Board of Directors | José de Mello Investimentos, SGPS, SA – Member of the Board of Directors | CUF – Companhia União Fabril, SGPS, S.A. – Member of the Board of Directors | CUF – Químicos Industriais, SA – Member of the Board of Directors | JOSÉ DE MELLO SAUDE – Sociedade Gestora de Participações Sociais, S.A. – Member of the Board of Directors | COMITUR – Sociedade Gestora de Participações Sociais, S.A. – Member of the Board of Directors | COMITUR IMOBILIÁRIA, SA – Member of the Board of Directors | HERDADE DO VALE DA FONTE – Sociedade Agrícola, Turística e Imobiliária, SA – Member of the Board of Directors | SOCIEDADE IMOBILIÁRIA E TURISTICA DO COJO, SA – Member of the Board of Directors | REDITUS, SGPS, SA – Member of the Board of Directors | BANIF INVESTMENT, SA – Vice-Chairman of the Advisory Board | INSTITUTO DE GESTAO DO CREDITO PÚBLICO – Member of the Advisory Board | OPEX, SGSNM, S.A – Chairman of the Board of Directors | INSTITUTO PORTUGUÊS DE RELAÇÕES INTERNACIONAIS – Member of the Management Board João Afonso Ramalho Sopas Pereira Bento Does not hold any other position in any company in which Efacec is a shareholder. Other positions held: Brisa Auto-Estradas de Portugal, S.A. – Member of the Board of Directors and Executive Committee | BRISAL Auto-Estradas do Litoral, S.A. – Chairman of the Board of Directors| Auto-Estradas do Baixo Tejo, S.A. – Chairman of the Board of Directors | AEDL – Auto-Estradas do Douro Litoral, S.A. – Member of the Board of Directors | Elos Ligações de Alta Velocidade, S.A. – Chairman of the Board of Directors | Elos OM, S.A. – Chairman of the Board of Directors | APCAP – Associação Portuguesa das Sociedades Concessionárias de Auto-Estradas ou Pontes com Portagens – Chairman of the Board of Directors | Brisa Serviços Viários, SGPS, S.A. – Member of the Board of Directors | BRISA Internacional SGPS, S.A. – Member of the Board of Directors | Via Oeste, SGPS, S.A. – Member of the Board of Directors | BRISA Participações, SGPS, S.A. – Member of the Board of Directors | BRISA Infraestruturas, SGPS, S.A. – Member of the Board of Directors | BRISA Concessão Rodoviária, SGPS, S.A. – Member of the Board of Directors | BRISA United States, LLC (USA) – Member of the Board of Directors | BRISA North America, Inc (USA) – Member of the Board of Directors | ASTERION, A.C.E. – Member of the General Board | BRISA Participações e Empreendimentos Ltda. (Brazil) – Chairman of the Advisory Board | TECNOHOLDING II – Investimentos Tecnológicos 18 SA – Member of the Board of Directors | International Bridge, Tunnel and Turnpike Association (USA) – Member of the Board of Directors | Fundação Luso-Brasileira – Member of the Board of Trustees and Member of the Board of Directors | InIR, Instituto Regulador do Sector Rodoviário – Member of the Advisory Board | Academia de Engenharia – Vice-Chairman of the Board José Manuel Gonçalves de Morais Cabral Does not hold any other position in any company in which Efacec is a shareholder. Other positions held: CUF, SGPS, SA – Member of the Board of Directors | José de Mello Energia, SGPS, SA – Member of the Board of Directors | José de Mello Imobiliária, SGPS, SA – Member of the Board of Directors | Escala Braga – Sociedade Gestora do Estabelecimento, SA – Member of the Board of Directors | Soponata – Soc Portuguesa de Navios Tanques, SA – Chairman of the Board of Directors | AICEP Global Parques – Member of the Board of Directors | AICEP Capital – Member of the Board of Directors | Fundação Ulisses – Member of the Board of Directors Luís Miguel Nogueira Freire Cortes Martins Does not hold any other position in any company in which Efacec is a shareholder. Other positions held: Gestespada, SGPS, S.A. – Member of the Board of Directors | Partmelo, SGPS, S.A. – Member of the Board of Directors | The Swatch Group (Europe) Sociedade Unipessoal, S.A. – Member of the Board of Directors | The Swatch Group (Europa II) Retail, Sociedade Unipessoal, S.A. – Member of the Board of Directors | Serra Lopes, Cortes Martins & Associados – Sociedade de Advogados, RL – Director | Açormédia – Comunicação Multimédia e Edição Publicações, S.A. – Chairman of the General Meeting | APCAP - Associação Portuguesa das Sociedade Concessionárias de Auto-Estradas ou Pontes com Portagens – Chairman of the General Meeting | Banco Primus, S.A. – Chairman of the General Meeting | Controlinveste Media, SGPS, S.A. – Chairman of the General Meeting | Gesprosint – Consultoria e Gestão de Investimentos e Projectos, S.A. – Chairman of the General Meeting | Global Notícias, Publicações, S.A. – Chairman of the General Meeting | Lisnave Estaleiros Navais, S.A. – Chairman of the General Meeting | Lisnave Infraestruturas Navais, S.A. – Chairman of the General Meeting | Naveprinter – Indústria Gráfi ca do Norte, S.A. – Chairman of the General Meeting | Plazainveste – Promoção e Investimentos Imobiliários, S.A. – Chairman of the General Meeting | Rádio Notícias – Produções e Publicidade, S.A. – Chairman of the General Meeting | BRISA Auto-Estradas de Portugal, S.A. – Member of the Remuneration Committee | Glintt, Global Intelligent Technologies, SGPS, S.A. – Chairman of the Remuneration Committee
Company Secretary Composition • Maria Joana Machado Lima de Martins Mendes de Amorim – Company Secretary. • Maria Elisa Loureiro Moreira Pereira de Oliveira – Substitute Company Secretary. The Company Secretary attended and served as secretary during every meeting of the Board of Directors that took place in 2010. Supervisory Board The main duties of the Supervisory Board are to perform the audit and supervision of Efacec’s management and activities, while also ensuring the compliance with the law and the company’s Articles of Association. The members of the Supervisory Board did not detect any restrictions to the performance of their duties. It was approved, in 2009, a Regulation for the Supervisory Board that establishes its responsibilities and operation. The Supervisory Board is composed of 3 permanent members and 1 substitute member, elected at the General Meeting. Composition • Luís Francisco Valente de Oliveira – Chairman. • Maria Leonor Aires – Director. • Luís Black Freire de Andrade – Director. The Supervisory Board has gathered six times during the year of 2010, including the regular presence of an external auditor. The remuneration earned during the year of 2010 by the members of the Supervisory Board amounted to a total of EUR 47 000. The Chairman of the Supervisory Board possesses every skill necessary to carry out his duties and all members of the Supervisory Board are independent. Statutory Auditor The role of the Statutory Auditor is to audit the company’s accounts and all its fi nancial documents, and issue the legal certifi cation of the accounts and an audit report. Composition Statutory Auditor: PriceWaterhouseCoopers & Associados, S.R.O.C., Lda. (PwC), represented by António Joaquim Brochado Correia or José Pereira Alves. Substitute Statutory Auditor: Hermínio António Paulos Afonso. All provided consultancy services were carried out by employees of PwC who did not participate in any audit work undertaken in the several companies of the Efacec Group. Remuneration Committee The role of the Remuneration Committee (which is composed of 3 members, elected at the General Meeting) is to approve the remunerations and other compensations of the members of the Board of Directors and other governing bodies of the company. Composition • Fernando Manuel Ferreira da Costa Gonçalves – Chairman. • António Burnay Teixeira. • Luís Filipe Soares Wissman. The majority of the members of the Remuneration Committee are independent and do not hold any positions in any other governing body of the Efacec Group. During the year of 2010, the Remuneration Committee approved a declaration on the Company’s remuneration policy, which will be submitted during the next General Meeting of the Company. The Remuneration Committee held 3 meetings in 2010, and all members were present in each of them. The Remuneration Committee has always been represented at the General Meeting. Information Share Capital The company’s share capital is EUR 41 641 416 (forty-one million, six hundred forty-one thousand, four hundred sixteen euros), fully subscribed and paid-in, represented by a total of 41 641 416 in ordinary shares with a par value of 1 euro, without any special rights. Dividend Distribution Policy In accordance with the Articles of Association, the net profi ts determined by the balance sheet will be allocated as follows: iii) at least fi ve percent (5%) to a legal reserve while it is not completed or whenever it needs to be reincorporated; and iv) the balance for any other allocation that is voted by the General Meeting with a simple majority. The General Meeting is responsible for the dividend policy. However, the company’s General Meeting has sought to follow a dividend distribution policy that effectively and gradually remunerates its shareholders, taking into consideration the increase of the company’s profi ts. This policy has been validated by the General Meeting and is reported in a clear manner every year in the Annual Report and Accounts. Regarding the fi nancial year of 2009, the dividends distributed by the company among the shareholders amounted to EUR 15 900 000, being that EUR 7 284 000 were distributed as interim dividends in the second-half of 2009. In the second-half of 2010, EUR 7 300 000 were also distributed as interim dividends from the fi nancial year of 2010. Report and Accounts 2010 | 19
Page 3: technology that moves the world Sha
Page 6 and 7: Message from the Chairman of the Bo
Page 8 and 9: Message from the Chief Executive Of
Page 10 and 11: Mr. Luís Filipe Pereira during the
Page 12 and 13: exploring opportunities in the mark
Page 14 and 15: Governing Bodies 12 General Meeting
Page 16 and 17: Governance Activities and Model and
Page 18 and 19: Maria do Rosário Ventura | Artur F
Page 22 and 23: Governance Activities Risk Manageme
Page 24 and 25: 22 SUSTAINABILITY POLICY Efacec’s
Page 26 and 27: The organization of each of these B
Page 28 and 29: Efacec often communicates with its
Page 30 and 31: Macroeconomic Environment The year
Page 32 and 33: Computer rendered image of the new
Page 34 and 35: MOBI.E - Electric Car TR&D (technol
Page 36 and 37: Economic and fi nancial situation T
Page 38 and 39: • Efacec received an order from K
Page 40 and 41: Servicing • Important maintenance
Page 42 and 43: Inauguration of the small hydro pow
Page 44 and 45: Substation of Taubaté - Brazil •
Page 46 and 47: Transports • The Unit concluded t
Page 48 and 49: Logistics • The Unit received an
Page 50 and 51: Power Plant - Nacogdoches Power, a
Page 52 and 53: Strategic Management of Human Resou
Page 54 and 55: Efacec Day at MU (Minho University)
Page 56 and 57: the Engineering Business Unit (in t
Page 58 and 59: Milestones 2007-2009 These past yea
Page 60 and 61: 58 2009 In 2009, Efacec made a subs
Page 62 and 63: Own Shares The company does not hol
Page 64 and 65: The data concerning Efacec’s sust
Page 66 and 67: New Data Center 64 Results obtained
Page 68 and 69: Strategic Management of Purchases I
Page 70 and 71:
Efacec`s presence at fairs (Germany
Page 72 and 73:
Focus on the Sustainability of Acti
Page 74 and 75:
Small Hydro Power Plant of Meimão
Page 76 and 77:
In fact, water and waste treatment
Page 78 and 79:
Transports The Unit carried out the
Page 80 and 81:
energy recovery system that signifi
Page 82 and 83:
Environmental impact of domestic ac
Page 84 and 85:
and efaPI). Coordinated by the Stra
Page 86 and 87:
Efacec Introduction Programme Eface
Page 88 and 89:
Still during that day, they interac
Page 90 and 91:
Sustainability Commitments 88 SUSTA
Page 92 and 93:
Annexes of Sustainability Strategie
Page 94 and 95:
Sustainability Performances Sustain
Page 96 and 97:
Emissions Direct - use of natural g
Page 98 and 99:
96 Deaths #Employees Portugal 0 0 0
Page 100 and 101:
98 4. GOVERNANCE 4.1 Governance Str
Page 102 and 103:
100 7. OCCUPATIONAL PRACTICES AND F
Page 104 and 105:
Acknowledgements 2010 was another y
Page 106 and 107:
104 The following procedures were p
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