Annual Report 2010 - AdP

3.3 Procedures Regarding the Acquisition of Goods and Services
Although AdP SGPS is not a contracting authority as set out in the Public Contracts Code and is not, therefore, subject to the precontractual
procedures set out in the Code, the company has implemented good practices in this area with a view to complying
with the Principles of Good Governance and also safeguarding transparency, publicity and competition.
4. Corporate Governance Structure
The management of the company is overseen by a Board of Directors elected at a General Meeting. The Board of Directors may
delegate the current management of the company to an Executive Board.
The supervision of the company is overseen by a Supervisory Board and a Statutory Auditor. Other governing bodies include the
Board of the Annual General Meeting and the Company Secretary.
4.1. Governing Bodies
General Meeting
The specific responsibilities of the General Meeting are to:
a) Assess the Board of Directors’ Report, discuss and vote on the balance sheet, accounts and opinions of the company’s supervisory
bodies and approve the appropriation of annual profits;
b) Elect governing bodies;
c) Approve the remuneration of members of governing bodies, for which purpose it may appoint a remuneration committee;
d) Deal with any other matter for which it may be convened.
Board of Directors
Article 12.1 of the Articles of Association stipulates that the Board of Directors should be composed of five or seven directors, one
of whom shall be the chairman and the other board members.
The Board of Directors is elected by the General Meeting, which also appoints the Chairman of the Board of Directors from the
elected board members. The Board of Directors is elected for periods of three years and may be re-elected.
Members of the governing bodies are considered to have taken office immediately on election and continue to hold office until the
board members replacing them take office in their turn, except where otherwise stipulated by law, as in the case of suspension,
removal from office or resignation.
Under the terms of Article 13 of the Articles of Association, the Board of Directors is responsible for:
a) Approving the company’s objectives and management policies;
b) Approving annual financial business plans, as well as any necessary alterations to these;
c) Managing the group’s business and performing all acts and operations concerning the company’s institutional purpose which are
not attributed to other company bodies;
d) Representing the company at law and otherwise, as plaintiff or defendant, with the power to withdraw, settle or admit any suit,
and to agree to arbitration proceedings;
e) Purchasing, selling or in any other way disposing of or entailing rights and assets;
f) Incorporating companies and subscribing to, entailing and disposing of shareholdings;
g) Determining the technical and administrative structure of the company and internal operating rules, with particular regard to staff
and their remuneration;
h) Appointing proxies with such powers as it sees fit, including the power of subrogation;
i) Exercising such other powers as are conferred on it by law or by a General Meeting.
In 2010, the Board of Directors met ten times.