Annual Report - EDP

: corporate governance :The company secretary and alternate secretarycurrently in office are:Company SecretarySecretaryAlternateMaria Teresa Isabel PereiraAna Rita Pontífice Ferreira de Almeida Côrte-RealAccording to Article 8(4) of EDP’s Articles ofAssociation, the Committee on Financial Matters/Audit Committee and Remuneration Committeeof the General and Supervisory Board are alsoconsidered to be corporate bodies. The membersof the referred committees are identified in thefollowing section.II.2. Specialisedcommittees withresponsibilitiesfor the managementor supervisionof the companyThe Rules of Procedure of the General andSupervisory Board provide for the establishmentof standing committees and ad hoc committees,composed of some of its members, withoutprejudice to keeping responsibility for theexercise of its respective duties as a corporatebody. Such committees may be establishedwhenever it deems convenient and suitable,delegating in them the performance of certainspecific functions.The standing and ad hoc committees bothhave the principal mission of specifically andcontinuously monitoring the matters entrustedto them, in order to ensure informed decisionmakingprocesses on the part of the General andSupervisory Board or it is provided informationregarding certain matters.The activity of the committees is coordinated bythe Chairman of the General and SupervisoryBoard, who ensures the proper articulation of thecommittees with the full board of that body, throughtheir respective Chairman, who shall keep himinformed, including the communication of noticesof meetings and the minutes of such meetings.The Committees of the General and SupervisoryBoard, in office until 20 February 2012, wereestablished at the meeting of 7 May 2009.The Committees of the General and SupervisoryBoard, which took office on 21 February 2012,were set up at the meeting of 21 February 2012,and their composition was amended at themeetings of 18 and 22 May 2012.It is the understanding of the General andSupervisory Board that the committees arerelevant to the regular functioning of thecompany, enabling the delegated performanceof certain functions, especially in terms ofmonitoring the financial information of thecompany, the reflection on the governance systemadopted, assessing the performance of directorsand its own assessment of overall performance.The General and Supervisory Board has fivespecialised committees: Committee on FinancialMatters/Audit Committee, Remuneration Committee,Strategy Committee, Performance Analysis andCompetitiveness Committee, and CorporateGovernance and Sustainability Committee.Committee on FinancialMatters/Audit CommitteeThe Committee on Financial Matters/AuditCommittee is made up of three independentmembers with the appropriate qualificationsEDP - Annual Report 2012and experience, including at least one memberwith a higher education degree in the area of thecommittee’s duties and with specific knowledgeof auditing and accounting, as confirmed by theCV of the respective Vice-Chairman, which canbe consulted in the chapter on corporate bodies.The Committee on Financial Matters/AuditCommittee in office up to 20 February 2012 wascomposed of the following members:Financial Matters Committee/Audit CommitteeFirstappointment dateChairman Vítor Fernando da Conceição Gonçalves 13/07/06António Sarmento Gomes Mota 07/05/09Manuel Fernando de Macedo Alves Monteiro 13/07/06On 21 February 2012, the General andSupervisory Board appointed the members of theCommittee on Financial Matters/Audit Committeefor the term of office from 2012 to 2014:Financial Matters Committee/Audit CommitteeFirstappointment dateChairman Eduardo de Almeida Catroga 21/02/2012Vítor Fernando da Conceição Gonçalves 13/07/2006António Sarmento Gomes Mota 07/05/2009Manuel Fernando de Macedo Alves Monteiro 13/07/2006At the meeting of the General and SupervisoryBoard on 18 April 2012, it decided to change thecomposition of this Committee, which is nowcomposed of the following members:Financial Matters Committee/Audit CommitteeFirstappointment dateChairman Eduardo de Almeida Catroga 21/02/2012Vice-Chairman Vítor Fernando da Conceição Gonçalves 13/07/2006António Sarmento Gomes Mota 07/05/2009Manuel Fernando de Macedo Alves Monteiro 13/07/2006Maria Celeste Ferreira Lopes Cardona 18/04/2012The Committee on Financial Matters/AuditCommittee has the following powers inaccordance with the Articles of Association,by delegation of the General and SupervisoryBoard, and the Rules of Procedure of theFinancial Matters Committee/Audit Committee:º º To issue opinions on the annual reportand accountsº º To oversee, on a permanent basis, the workof the Statutory Auditor and the ExternalAuditor of EDP and, with regard to the former,to issue opinions on its respective election orappointment, removal from office, conditionsof independence and other relations with EDPº º Permanently monitor and assess the Internalprocedures for accounting and auditing mattersand the efficacy of the risk-managementsystem, internal control system and internalaudit systemº º Monitor, as and when it deems appropriate,the bookkeeping, accounting records andsupporting documents and the status of anyassets or securities held by EDP in any capacityº º Exercise the powers expressly conferredby the General and Supervisory Boardº º Exercise any other powers that maybe specifically conferred by law.The Committee on Financial Matters/AuditCommittee, as a specialised committee of theGeneral and Supervisory Board, also supports thereferred body in the hiring and dismissal of theExternal Auditor, pursuant to Article 4 (1) (i) of theRules of Procedure of the Committee on FinancialMatters/Audit Committee.101