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Mr. Nogu ogueir eira Leite | Ms. Maria do o Rosário Ve VVentu n ra | |M | MMr. M r. r Mor Mo M ais Cabral | Mr. Artu rtu rt r FFuch uchs s | Mr Mr. . LLuís Filipe Pereira Mr. Fran ra cis cisco c Sán á chez | Mr. Mr Albe berto Martins n | MMr. M r. Al Alb A erto Barbosa | Mr. Mr Danie niel l BBessa | Mr. Luís Corte rtes s MMart artins ins | Mr. Mr JJoão ão Ben Bento to (left to right) Board of Directors The Board of Directors evaluated the adopted governance model and the Company did not detect any restrictions that might affect its performance. The Articles of Association give wide powers to the Board of Directors without other limitations and reservations except those imposed by law, for the overall guidance of the company’s business. The Board of Directors has a governing set of regulations, approved in 2006, and in which the composition, competences and functioning of the Board of Directors, the competences of its Chairman and Vice-Chairman, the composition of the Executive Committee and the powers delegated to it, the possibility of setting up other specialist committees and the responsibilities of directors are defi ned. The General Meeting appoints one of their members as Chairman and one or two Vice-Chairman. The Board of Directors normally meets once a month, and extraordinarily whenever a meeting is called. Each Board Director may, by letter addressed to the Chairman, vote in writing or delegate powers to another Director to represent him/her at a Board of Directors meeting in order to take decisions and cast votes on his/her behalf. The decisions of the Board of Directors are written up in the minutes, which are signed by all those directors attending. Decisions are taken by at least a majority vote of those present or represented at the meeting. 20
The Composition of the Board of Directors The Company’s Board of Directors has eleven members elected at the General Shareholders’ Meeting, fi ve of whom are executive directors and six are non-executive directors: Francisco de la Fuente Sánchez - Chairman Luís Filipe da Conceição Pereira - Vice-Chairman Alberto Joaquim Milheira Barbosa - Member of the Board Alberto de Freitas Martins - Member of the Board Artur Fuchs - Member of the Board Maria do Rosário Mayoral Robles Machado Simões Ventura - Member of the Board António do Pranto Nogueira Leite - Member of the Board Daniel Bessa Fernandes Coelho - Member of the Board João Afonso Ramalho Sopas Pereira Bento - Member of the Board José Manuel Gonçalves de Morais Cabral - Member of the Board Luís Miguel Nogueira Freire Cortes Martins - Member of the Board The majority of the members of the Board of Directors are non-executive, thus guaranteeing their effective capacity to oversee, supervise and evaluate the work of the executive members. The non-executive directors did not detect any restrictions to the performance of their roles. The process of selecting non-executive directors is exclusively designed and made by the shareholders, without the knowledge or interference of the executive directors. The Board of Directors has four independent non-executive directors, out of a total of eleven directors currently constituting the Board. The Board of Directors held eleven meetings in 2009. The remunerations of the members of the Board of Directors in 2009 totalled EUR 3,210,757.89 in the 2009 fi nancial year, EUR 1,283,000.00 of which was relative to variable remuneration. The remuneration of the non-executive directors of the Board of Directors solely comprises a fi xed component. 21 2009 Management Report and Consolidated and Individual Financial Statements
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Page 6 and 7: Dear Shareholders, Customers, Suppl
Page 8 and 9: We will thus proceed, in all domain
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Page 12 and 13: investment will be around USD 180 m
Page 14 and 15: • Also in India, the new developm
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India, one Market with high levels
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73 2009 Management Report and Conso
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Meanwhile, the company also started
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Latin America, the market that acco
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46 36 power transformers of MVA -11
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Instituto Costarricense de Electric
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Like the Transformer business, the
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Annual Annua ua uallmeet mmeeting e
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Partial Par artial view of the new
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101 2009 Management Report and Cons
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Alqueva l Dam - Portugal l Electra
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transformation capacity of 2400 MVA
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LFOTOBIO LF LFOTO OTO O BI BIO BI I
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NAMSA - Portugal Design and develop
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Offi Official i l opening i of f th
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Central Fotovoltaica do Instituto P
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Electric El ti car di display l sta
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Cont Control Center r o oof f t he
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Transport Systems & Automated Wareh
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Administrative and Financial Area D
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its repercussions for Efacec. The p
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One outcome of these interactions w
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Most relevant Corporate facts in 20
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• The distinction, with an honour
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Acknowledgments 2009 was yet anothe
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