Annual Report - EDP

: corporate governance :After 20 February 2012, the Executive Boardof Directors has the following members:Executive Board of DirectorsFirstappointment dateChairman António Luís Guerra Nunes Mexia 30/03/2006Nuno Maria Pestana de Almeida Alves 30/03/2006João Manuel Manso Neto 30/03/2006António Manuel Barreto Pita de Abreu 30/03/2006António Fernando Melo Martins da Costa 30/03/2006João Manuel Veríssimo Marques da Cruz 20/02/2012Miguel Stilwell de Andrade 20/02/2012Members elected at the General Meeting of March 30, 2006 to hold office from June 30,2006, date of entry into force of new Articles of Association and the two-tier corporategovernance model.Statutory AuditorThe Statutory Auditor is the company bodyresponsible for the examination of the accountingdocuments. It is elected by the General Meetingfor terms of office of three years, pursuant to andfor the purposes of Article 25 of EDP’s Articlesof Association and Article 446 of the PortugueseCompanies Code.According to the Portuguese Companies Code andthe company’s Articles of Association, the StatutoryAuditor is in particular responsible for (see Article446 (3) of the Portuguese Companies Code):º º The regularity of the company’s books,accounting records and the respectivesupporting documentsº º When, and in the form it deems fitting, thecash and all assets or securities belonging tothe company or received by it as a guarantee,deposit or for any other purposeº º The exactness of the account renderingdocumentsº º Whether or not the accounting policies andvaluation criteria adopted by the company leadto a correct evaluation of the assets and profits.The Statutory Auditor and alternate auditorin office until 17 April 2012 were the following:Statutory AuditorPermanent KPMG & Associados, SROC, S.A. represented byJean-éric Gaign, ROCAlternate Vítor Manuel da Cunha Ribeirinho, ROCAt the Annual General Meeting of 17 April 2012the Statutory Auditor and alternate auditor wereelected for the term of office from 2012 to 2014:Statutory AuditorPermanent KPMG & Associados, SROC, S.A. represented byVítor Manuel da Cunha Ribeirinho, ROCAlternate Susana de Macedo Melim de Abreu Lopes, ROC(Article 28 (1) of EDP’s Articles of Association).The Environment and Sustainability Board,pursuant to Article 28 (2) of EDP’s Articles ofAssociation, is currently made up of personswith acknowledged competence in the field ofenvironmental protection and sustainability.The Environment and Sustainability Board inoffice up to 17 April 2012 was composed of thefollowing members:Environmental and Sustainability BoardChairmanJoão Martins Ferreira do AmaralJosé de Sousa Cunhal SendimMaria da Graça Madeira MartinhoMaria Madalena Monteiro Garcia PresumidoMiguel Pedro Brito St. AubynAt the Annual General Meeting of 17 April 2012the following members of the Environment andSustainability Board were elected for the termof office from 2012 to 2014:Environmental and Sustainability BoardChairmanAugusto MateusAlberto da PonteAntónio José Tomás Gomes de PinhoJosé Manuel ViegasMaria da Graça Madeira MartinhoRemuneration Committeeof the General MeetingThe remunerations of the corporate bodies,with the exception of the members of theExecutive Board of Directors, are defined by theRemuneration Committee elected by the GeneralMeeting (Article 11 (2) (d) of EDP’s Articlesof Association).Pursuant to the referred to article of the Articlesof Association, the majority of the members of theRemuneration Committee of the General Meetingmust be independent.The members of the Remuneration Committeeof the General Meeting in office until 17 April 2012were the following:Remuneration Committee- General MeetingChairmanJosé Manuel Archer Galvão TelesCarlos Alberto Veiga AnjosParpública – Participações Públicas, (SGPS), SAAt the Annual General Meeting of 17 April 2012the following members of the RemunerationCommittee of the General Meeting were electedfor the term of office from 2012 to 2014:II.1.2. Other corporateand statutory bodiesEnvironment andSustainability BoardThe Environment Board was set up in 1991as a company body. Its name was changed toEnvironment and Sustainability Board by decisionof the Annual General Meeting of Shareholdersof 30 March 2006.The Environment and Sustainability Board isgranted, as a company body, certain powersto advise the Executive Board of Directors inenvironment and sustainability-related matters.In particular, it provides advice and supportin defining the company’s environmental andsustainability strategy and in drawing up opinionsand recommendations on the environmentalimpact of projects planned by the EDP Group100Remuneration Committee- General MeetingChairman José Manuel Archer Galvão TelesJosé de Mello - Sociedade Gestora de ParticipaçõesSociais, S.A. (Represented by Luís Eduardo BritoFreixial de GoesÁlvaro João Duarte Pinto CorreiaCompany SecretaryPursuant to the provisions of Article 4 (2) (l)of the Rules of Procedure of the Executive Boardof Directors and Article 17 of EDP’s Articlesof Association, the Company Secretary andalternate secretary are appointed by theExecutive Board of Directors. The CompanySecretary has the powers established by law andthe term of office ends with the end of the officeof the Executive Board of Directors that appointedthe Company Secretary.A World Full Of Energy