Annual Report 2010 - AdP

Administrative and supervisory structures
Principles Level of
compliance
State owned companies are required to:
• To operate administrative and supervisory bodies
appropriate to the scale and complexity of the company,
in order to ensure the effectiveness of decision-making
processes and guarantee effective supervisory capacities.
These bodies should not have more members that do
those in private companies of a similar scale and in the
same sector of activity.
• To have a governance model that ensures the effective
segregation of executive management and supervisory
roles and, in the case of companies of a larger scale and
complexity, the supervisory role should be attributed to
specialised commissions, including an audit commission or
a financial commission in accordance with the model
adopted.
Non-executive members of the governing bodies,
members of the general and supervision boards should
annually issue a report evaluating the individual
performance of executive managers as well as an overall
evaluation of the governance structures and mechanisms
in operation at the company.
• Have their accounts audited annually by independent
entities, observing identical standards as those for
companies listed on regulated markets. Non-executive
members of the governing bodies and members of the
general and supervisory boards should represent the
company in relation to external auditors and are
responsible for their selection, appointment, contracting
and the approval of other possible services in addition to
auditing, but only when the independence of the auditors
is not in question.
• Ensure the rotation and mandate limitations of
supervisory board members.
• The governing bodies are to create and maintain an
appropriate system of control so as to protect company
investments and assets and taking into consideration all
the relevant risks taken on by the company
Total
Total
Total
Total
Total
Explanation
• In compliance with the applicable legislation, the scale
of the AdP governing and supervisory bodies are
perfectly in keeping with the complexity of the AdP
business group, ensuring the effectiveness of decisionmaking
processes and guaranteeing genuine
supervisory capacities in line with the business sector.
• The AdP Model of Governance, which ensures the
effective segregation of management and supervisory
functions, is made up of, in accordance with Company
Statutes, the following governing bodies:
• A General Assembly,
• The Board of Directors,
• The Supervisory Board,
• The Statutory Auditor.
The Non-Executive Directors annually issue a report
on the performance of the Executive Directors. The
Supervisory Board issues quarterly reports and
opinions on all the documentation provided with the
consolidated financial statements. Both reports are
published as part of the company’s Annual Report
and Financial Statements.
• The annual audit of the AdP accounts is carried out by
an independent external entity, with the privileged
interlocutors being the Management, the Supervisory
Board, the Accounting and Consolidation Department
and the Corporate Finance Department, given that, in
accordance with the stipulations of Council of Ministers
Resolution no. 49/2007, the selection and contracting of
an external auditor is the responsibility of the nonexecutive
members of the Board of Directors, thus
ensuring independence requirements are met.
• Members of AdP governing bodies are elected for
three-year mandates and are eligible for re-election.
However, in accordance with legal and statutory
requirements, the number of consecutive renewals
may never exceed three terms of office.
• Risk management as a pillar of corporate governance
has been incorporated into all management processes
and has been prioritised as a permanent concern for
all AdP Group company managers and employees.
In this context, the main aim of the Internal Audit and
Risk Control is to identify risk factors relating to the
group’s main business activities and the respective key
controls necessary for reducing or eliminating their
impact.
Business risks are attenuated by security and
prudence criteria, taking into consideration the
geographic dispersion of investments made in different
business areas and by carrying out feasibility studies
prior to implementation