Board Members

According to the provision nr. 5 of article 414º of the Portugues Commercial Company Act, it shall be considered independent the persons who are not associated with a group of specific interests in the company nor in any circumstance which is likely to affect their impartiality when analyzing or making decisions, particularly by virtue of:

     a) Their being the holder or acting on behalf of the holder of qualifying holdings equal to or greater than 2% of the share capital of the company;

     b) Their having been re-elected for more than two terms of office, on a continuous or interrupted basis;

According to the provision nr. 1 of article 414º-A of the Portugese Commercial Company Act, it shall be considered not independent the persons in one of the following conditions:

     a) Those enjoying particular benefits pertaining to the company;

     b) Those exercising management functions within the company;

     c) Members of the corporate bodies of a company which is in a controlling or group relationship with the company under supervision;

     d) A partner in a partnership which is in a controlling relationship with the supervised company;

     e) Those who directly or indirectly provide services or establish a significant business relationship with the supervised company or a company in a controlling or group relationship with the supervised company;

     f) Those who exercise functions in a competing company and who act in representation or on behalf of or who are in any way bound by the interests of the competing company;

     g) The spouses, relatives and kin in a direct line of ascendance, up to and including the 3rd degree, in the collateral line, of persons impeded under the terms of items a), b), c), d) and f), as well as the spouses of persons affected by the terms of item e);

     h) Those who exercise directorial or supervisory functions in five companies, with the exception of law firms, statutory audit firms and statutory auditors, to which the terms of Article 76 of Decree-Law no. 487/99, of 16 November, shall apply;

     i) Statutory auditors in relation to whom there are other incompatibilities provided for in the respective legislation;

     j) Those who are banned, incapacitated, insolvent, bankrupt and those sentenced to penalties involving the prohibition, albeit temporary, of exercise of public functions.

Informal translation.

(…) a person is deemed independent when not associated to any specific interest group in the company, nor in any circumstances liable to affect his/her impartiality of analysis or decision, in particular in virtue of:

     i. Having carried out, continuously or intermittently, functions in any corporate body of the company for more than twelve years, with this period being counted regardless of whether or not it coincides with the end of the mandate;

     ii. Having been an employee of the company or of a company that is controlled by or in a group relationship with the company in the last three years;

     iii. Having, in the last three years, provided services or established a significant business relationship with the company or with a company that is controlled by or in a group relationship with the company, either directly or as a partner, director, manager or officer of a legal person;

     iv. Being the beneficiary of remuneration paid by the company or by a company that is controlled by or in a group relationship with the company, in addition to remuneration stemming from the performance of the functions of director;

     v. Living in a non-marital partnership or being a spouse, relative or kin in a direct line and up to and including the 3rd degree, in a collateral line, of directors of the company, of directors of a legal person owning a qualifying stake in the company or of natural persons owning, directly or indirectly, a qualifying stake;

     vi. Being a holder of a qualifying stake or representative of a shareholder that is holder of a qualifying stake.

The Corporate Governance Code issued by the Portuguese Institute of Corporate Governance is available for consultation at www.cgov.pt.