22. BOARD OF DIRECTORS REGULATIONS
EDPR’s Board of Directors Regulations is available to the public on the Company’s website at www.edprenovaveis.com and at the Company’s headquarters at Plaza de la Gesta, 2, Oviedo, Spain.
23. NUMBER OF MEETINGS HELD BY THE BOARD OF DIRECTORS
The Board of Directors held six (6) meetings during the year ending on December 31st, 2013. Minutes of all meetings were drawn up. The table below expresses the attendance percentage of the participation of the Directors to the meetings held during 2013:
24. COMPETENT BODY FOR THE PERFORMANCE APPRAISAL OF EXECUTIVE DIRECTORS
The Nominations and Remunerations Committee is the body responsible for the evaluation of the performance of the Executive Directors.
25. PERFORMANCE EVALUATION CRITERIA
The criteria’s for assessing the executive directors’ performance are described on topics 70, 71 and 72 of the Report.
26. AVAILABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS
EDPR’s members of the Board of Directors are fully available for the performance of their duties having no constraints for the execution of this function simultaneously with other positions. The positions held at the same time in other companies within and outside the group, and other relevant activities undertaken by members of the Board of Directors throughout the financial year are listed in Annexes I, II and III, respectively.
C. COMMITTEES WITHIN THE BOARD OF DIRECTORS OR SUPERVISORY BOARD AND BOARD DELEGATES
27. BOARD OF DIRECTORS’ COMMITTEES
Pursuant to Article 10 of the Company’s Articles of Association the Board of Directors may have delegated bodies. The Board of Directors has created four Committees:
- Executive Committee
- Audit and Control Committee
- Nominations and Remunerations Committee
- Related-Party Transactions Committee
The Board of Directors’ Committees regulations are available to the public at the Company’s website, www.edprenovaveis.com.
28. EXECUTIVE COMMITTEE COMPOSITION
Pursuant to Article 27 of the Company’s Articles of Association, the Executive Committee shall consist of no less than four (4) and no more than seven (7) Directors.
Its constitution, the nomination of its members and the extension of the powers delegated must be approved by two-thirds (2/3) of the members of the Board of Directors.
The Board of Directors fixed the number of members of the Executive Committee of five (5), plus the Secretary. The current members are:
- João Manso Neto, who is the Chairperson and Chief Executive Officer
- Gabriel Alonso
- João Costeira
- Nuno Alves
- Rui Teixeira
Additionally, Emilio García-Conde Noriega is the Secretary of the Executive Committee.
29. COMMITTEES COMPETENCES
FUNCTIONING OF THE EXECUTIVE COMMITTEE
In addition to the Articles of Association, this committee is also governed by its regulations approved on June 4th, 2008. The committee regulations are available to the public at www.edprenovaveis.com.
The Executive Committee shall meet at least once a month and whenever is deemed appropriate by its Chairperson, who may also suspend or postpone meetings when he sees fit. The Executive Committee shall also meet when requested by at least two (2) of its members.
The Chairperson of the Executive Committee, who is currently also the Vice-Chairperson of the Board of Directors, shall send to the Chairperson of the Audit and Control Committee invitations to the Executive Committee meetings and the minutes of those meetings. The Chairperson of the Board of Directors also receives the minutes of the meetings of the Executive Committee.
Meetings of the Executive Committee are valid if half of its members plus one are present or represented. Decisions shall be adopted by simple majority. In the event of a tie, the Chairperson shall have the casting vote.
Executive Directors shall provide any clarifications needed by the other Directors or corporate bodies whenever requested to do so.
The composition of the Executive Committee is described on the previous topic.
The Executive Committee is a permanent body to which all the competences of the Board of Directors that are delegable under the law and the Articles of Association can be delegated, with the exception of the following:
- Election of the Chairperson of the Board of Directors;
- Nomination of Directors by co-option;
- Request to convene or convening of General Shareholders’ Meetings;
- Preparation and drafting of the Annual Management Report and Accounts and submission to the General Shareholders’ Meeting;
- Change of registered office; and • Drafting and approval of the proposal for mergers, spin-off, or transformation of the Company.
In 2013 the Executive Committee held 47 meetings. The Executive Committee main activity is the daily management of the Company.
AUDIT AND CONTROL COMMITTEE
Pursuant to Article 28 of the Company’s Articles of Association and Articles 8 and 9 of the Committee’ Regulations, the Audit and Control Committee consists of no less than three (3) and no more than five (5) members. The Audit and Control committee consists of three (3) independent members, plus the Secretary. The current members are:
- João Mello Franco, who is the Chairperson
- João Raimundo
- Jorge Santos
Additionally, Mr. Emilio García-Conde Noriega is the Secretary of the Audit and Control Committee.
Pursuant to Article 28 of the Articles of Association, the members of the Audit and Control Committee are nominated by the Board of Directors. The term of office of the Chairperson of the Audit and Control Committee is three (3) years, after which he may only be re-elected for a new term of three (3) years. Nonetheless, chairpersons leaving the committee may continue as members of the Audit and Control Committee.
The competences of the Audit and Control Committee are as follows:
- Reporting, through the Chairperson, at General Shareholders’ Meetings on questions falling under its jurisdiction;
- Proposing the nomination of the Company’s auditors to the Board of Directors for subsequent approval by the General Shareholders’ Meeting, as well as the contractual conditions, scope of the work – specially concerning audit services, “audit related” and “non-audit” – annual activity evaluation and revocation or renovation of the auditor nomination;
- Supervising the finance reporting and the functioning of the internal risk management and control systems, as well as, evaluate those systems and propose the adequate adjustments according to the Company necessities;
- Supervising internal audits and compliance;
- Establish a permanent contact with the external auditors to assure the conditions, including the independence, adequate to the services provided by them, acting as the Company speaker for these subjects related to the auditing process, and receiving and maintaining information on any other questions regarding accounting subjects;
- Preparing an annual report on its supervisory activities, including eventual constraints, and expressing an opinion on the Management Report, the Accounts and the proposals presented by the Board of Directors;
- Receiving notices of financial and accounting irregularities presented by the Company’s employees, shareholders, or entity that has a direct interest and judicially protected, related with the Company social activity;
- Engaging the services of experts to collaborate with Committee members in the performance of their functions. When engaging the services of such experts and determining their remuneration, the importance of the matters entrusted to them and the economic situation of the Company must be taken into account;
- Drafting reports at the request of the Board and its committees;
- Reflecting on the governance system adopted by EDPR in order to identify areas for improvement;
- Any other powers entrusted to it by the Board of Directors or the Articles of Association.
FUNCTIONING OF THE AUDIT AND CONTROL COMMITTEE
In addition to the Articles of Association and the law, this committee is governed by its regulations approved on June 4th, 2008, amended on May 4th, 2010 available to the public at www.edprenovaveis.com.
The committee shall meet at least once a quarter and additionally whenever its Chairperson sees fit.
Decisions shall be adopted by simple majority. The Chairperson shall have the casting vote in the event of a tie.
In 2013, the Audit and Control Committee’s activities included the following: (I) monitor the closure of quarterly accounts, the first half-year and year end accounts, to familiarize itself with the preparation and disclosure of financial information, internal audit, internal control and risk management activities; (II) analysis of relevant rules to which the committee is subject in Portugal and Spain, (III) assessment of the external auditor’s work, especially concerning with the scope of work in 2013 and approval of all “audit related” and “non-audit” services, (IV) supervision of the quality and integrity of the financial information in the financial statements and participation in the Executive Committee meeting at which these documents were analysed and discussed, (V) drafting of an opinion in the individual and consolidated annual reports and accounts, in a quarterly, half year and yearly basis (VI) pre-approval of the 2013 Internal Audit Action Plan, (VII) supervision of the quality, integrity and efficiency of the internal control system, risk management and internal auditing, (VIII) reflection on the corporate governance system adopted by EDPR, (IX) analysis of the evolution of the SCIRF project, (X) information about the whistle-blowing, (XI) quarterly and annual report of its activities, (XII) The Audit and Control Committee participated on the Tender to select the External Auditor for EDP’s Group for a three year term (2014-2016). The Chairperson of the Audit and Control Committee was part of the Evaluation Commission that selected the final proposal. The Audit and Control Committee will present on the next Board of Directors meeting the proposal for the appointment of the External Auditor to be submitted to approval at the next General Shareholders’ Meeting according to Article 28o, no 6, b) of the Company’s Articles of Association.
The Audit and Control Committee found no constraints during its control and supervision activities.
A report on the activities of the Audit and Control Committee in the year ended on December 31st, 2013 is available to shareholders at www.edprenovaveis.com.