Report and Accounts 2011 | 1 - Efacec

ACTIVITIES OF THE GOVERNING BODIES - CONTINUE
Governing
Bodies
Executive
Committee
Company
Secretaryy
Supervisory
Board
Corporate Regulations Changes and Facts
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 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 decision-making 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 and promotion 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 holders (see box).
The members of the Executive Committee are charged with
certain administration matters concerning the different areas
of activity of the Efacec Group and covering all subsidiary
companies, by grating roles of responsibility.
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.
The remuneration of the executive members of the Board
��� ���������� ������������ �� ����� �������� ���� �� ���������
payment. The variable payment, always indexed to the
positive performance of the companies of the Efacec Group,
encompasses an annual variable remuneration, given according
���������������������������������������������������������������
��� ���� ������� ������� ������������ ������ ��������� ����������
with collective performance, and a multi-annual variable
remuneration, which aims at encouraging the consistency of the
executive management in a medium and long-term sustainability
perspective, only paid at the end of the mandate, also indexed to
the collective performance.
The Company Secretary is responsible for, namely, preparing and
drawing up the documents that will be submitted to the Board
of Directors or the General Meeting, drawing up the minutes
of the governing bodies’ meetings and sign them together with
the respective members of the governing bodies, safeguard and
keep in order the minute books and attendance records of the
Company, certify signatures and powers of the members of the
governing bodies, as well as copies or transcripts extracted from
the books of the Company or existing articles of association,
provide information to shareholders exercising their right to
information and to members of the governing bodies performing
supervisory functions and ensure the registration of company acts
requiring such.
The duties of the Supervisory Board are to perform the audit and
supervision of the Company’s management and activities, while
also ensuring the compliance with the law and the Articles of
Association. The Supervisory Board is composed of 3 permanent
members and 1 substitute member, elected at the General
Meeting.
The Chairman of the Supervisory Board possesses every skill
necessary to carry out his respective duties and all members of
the Supervisory Board are independent.
It was approved, in 2009, a Regulation for the Supervisory Board
that establishes its responsibilities and operation.
Taking into account the end of the Company’s governing bodies’
previous mandate, the Board of Directors elected on April 7th
2011 a new Executive Committee, which is now composed of
six members, and delegated the current management of the
Company in the Executive Committee, having established the
respective rules and limits regarding composition, mode of
operation and delegated powers.
The Regulation of the Executive Committee was reviewed in a
meeting on May 27th.
�������������������������������������������������������������
the members of the Executive Committee amounted to €3 478
741.27, with €1 290 141.27 concerning variable remunerations.
The previous Executive Committee, whose mandate ended on
April 7th 2011, also earned, as multi-annual variable remuneration
awarded at the end of the mandate, the global quantity of €2 188
600. The corresponding cost was already fully recorded in the
accounts of 2010.
Taking into account the end of the Company’s governing bodies’
previous mandate, the Board of Directors appointed the Company
Secretary in a meeting on April 7th.
The Company Secretary attended and served as secretary during
every meeting of the Board of Directors that took place in 2011.
The members of the Supervisory Board did not detect any
restrictions to the performance of their duties.
���� ������������ ������ ��������� ���� ������ ������� ���� ����� ���
2011, including the regular presence of an external auditor.
The remuneration earned during the year of 2011 by the members
of the Supervisory Board amounted to a total of €47 000.
Report and Accounts 2011 | 29