Annual Report 2010 - AdP

Executive Board
Under the terms of article 12 of the Company Statutes, current management can be delegated to an Executive Board composed
of three or five members. The constitution of the Executive Board and the definition of its functions is the responsibility of the Board
of Directors.
The AdP Board of Directors decided on 15 May, 2008, in accordance with paragraph 1 of article 12 of the Articles of Association
and paragraph 3 of article 407 of the Commercial Companies Act, to create an Executive Board to function, with the requisite
adaptations, according to the rules set out in the Articles of Association for the functioning of the Board of Directors.
The following powers have been delegated to the Executive Board of AdP SGPS:
a) Managing the business and performing all acts and operations concerning the company’s institutional purpose which are not
attributed to other company bodies;
b) 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;
c) The current management of the company, namely human resources management, the acquisition and provision of services and
the contracting and allocation of financial resources;
d) Implementing the actions needed to meet the goals set out in strategic policy documents, executive budget and annual operational
plans;
e) Authorising investments and expenditures envisaged in the budget approved by the Board of Directors, as well as non-budgeted
investments and expenditures involving amounts of less than €5 million or less than 5% of the annual budget;
f) Acquiring or disposing of shareholdings and approving alterations in the share capital and the financing of subsidiary companies
within the limits stated in the previous paragraph;
g) Appointing company representatives to the governing bodies of subsidiary companies as well as appointing delegates with the
powers it deems fit;
h) Creating the necessary conditions in terms of operational capacity and motivation to enable the Executive Board to meet
satisfactorily all the goals that the company has set for it to achieve;
i) Opening and managing debit and credit accounts at any credit institution;
j) Signing any contracts deemed necessary for the development of the company’s core objective.
In 2010, the Executive Board met forty-five times.
Supervisory Board
The Supervisory Board is composed of three permanent members and one reserve member, appointed at the General Meeting.
The responsibilities of the Supervisory Board, as stipulated by law and the company Articles of Association, are to:
a) Supervise the company’s management bodies;
b) Ensure observance of the law and the Acts of Association;
c) Verify that books and ledgers, accounting registers and supporting documents are in order;
d) Verify, whenever it deems such action convenient and by the means it considers appropriate, the extension of the cashbook and
the stock of any kind of goods or assets belonging to the company or received by way of guarantee, deposit or for some other end;
e) Verify the accuracy of financial statements;
f) Verify whether the accounting policies and valuation criteria adopted by the company lead to the correct evaluation of assets and
profit/loss;
g) Draw up an annual report on the supervision of the company and issue a statement of opinion on the annual report, accounts
and proposals presented by the board;
h) Convene the General Meeting when necessary, whenever the chairman of the General Meeting should do so but does not;
i) Supervise the effectiveness of the risk management system, the internal control system and the internal audit system, where these exist;
j) Receive any communication of irregularities from shareholders, company employees or others;
k) Contract the services of experts to assist one or more of its members to perform their functions. The hiring and remuneration
of experts must take into account the importance of the matters committed to their attention and the economic situation of the
company;
l) Comply with all other duties established in law or in the Articles of Association.
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