Annual Report - EDP

: corporate governance :The composition, role and functioning of theCommittee on Financial Matters/Audit Committeeare in line with the European CommissionRecommendation of 15 February 2005(2005/162/EC), supplemented by the EuropeanCommission Recommendation of 30 April 2009(2009/385/EC).Remuneration Committeeof the General andSupervisory BoardThe Remuneration Committee appointed by theGeneral and Supervisory Board, pursuant toArticle 27 of EDP’s Articles of Association, hasthe mission of defining the remuneration of theExecutive Board of Directors as well as anyadd-ons, notably old age or disability retirementpension supplements.The Remuneration Committee of the General andSupervisory Board must submit to the AnnualGeneral Meeting of Shareholders for consultativepurposes, and according to the Articles ofAssociation, a declaration on the remunerationpolicy adopted for the members of the ExecutiveBoard of Directors and which it has approved,at least in the years in which such policy isestablished or amended. Given the publicationof Law 28/2009 of 19 June, the RemunerationCommittee will adapt its actions to comply withapplicable legal provisions.The Remuneration Committee of the Generaland Supervisory Board is made up of membersof the General and Supervisory Board withthe appropriate qualifications and experience.According with recommendation II.5.2. ofthe Corporate Governance Code approved byCMVM, the members of this Committee are allindependent of the members of the managementbody. This Committee always has a representativeattending the General Meetings of Shareholders.The Remuneration Committee in office up to 20February 2012 as well as that which began itsterm of office on 21 February 2012 for the period2012-2014, contained the following members:Remuneration Committee of the GSBFirstappointment dateChairman Alberto João Coraceiro de Castro 13/07/2006Eduardo de Almeida Catroga 13/07/2006José Maria Espírito Santo Silva Ricciardi 27/01/2011The General and Supervisory Board decided,at its meeting of 18 April 2012, to change thecomposition of the Committee with effectfrom 18 May 2012. It appointed Paulo Jorge deAssunção Rodrigues Teixeira Pinto e José MariaEspírito Santo Silva Ricciardi as a member of theCommittee until Guojon Lu took office as a fullmember of the General and Supervisory Board.The General and Supervisory Board again changedthe composition of the Committee on 22 May 2012,which then contained the following members:Remuneration Committee of the GSBFirstappointment dateChairman Alberto João Coraceiro de Castro 13/07/2006Ilídio da Costa Leite de Pinho 22/05/2012José Maria Espírito Santo Silva Ricciardi 22/05/2012Guojon Lu 11/05/2012Paulo Jorge de Assunção Rodrigues 18/05/2012Teixeira PintoCorporate Governance andSustainability CommitteeThe Corporate Governance and SustainabilityCommittee is a specialised committee of theGeneral and Supervisory Board. Its purpose itto monitor and supervise, on a permanent basis,102all matters related with the following:º º Corporate governanceº º Strategic sustainabilityº º Internal codes of ethics and conductº º Systems for assessing and resolving conflictsof interests, in particular pertaining to relationsbetween EDP and its shareholdersº º Defining appropriate criteria andresponsibilities to be observed in EDP’s internalstructures and bodies and their impact on thecomposition of those structures and bodiesº º Drawing up succession plans.The role of the Corporate Governance andSustainability Committee is to support the workof the General and Supervisory Board in thecontinuous evaluation of the management as wellas the performance assessment of the Generaland Supervisory Board proper. The General andSupervisory Board undertakes such assessmentsannually, based on the activities undertaken bythe Committee. Those assessments are publishedin a report. The conclusions of this assessmentare included in the annual report of the Generaland Supervisory Board and presented toshareholders at the AGM.Two other important roles of the CorporateGovernance and Sustainability Committee are themonitoring of:º º Governance practices adopted by the company, andº º The management of human resources andsuccession plans.The Corporate Governance and SustainabilityCommittee is made up of members of the Generaland Supervisory Board, the majority of which areindependent, with the appropriate qualificationsand experience to perform their duties.The Corporate Governance and SustainabilityCommittee in office up to 20 February 2012 wascomposed of the following members:Corporate Governance and SustainabilityCommitteeFirstappointment dateChairman António de Almeida 27/06/2006Alberto João Coraceiro de Castro 27/06/2006António Sarmento Gomes Mota 07/05/2009Diogo Campos Barradas de Lacerda Machado 08/11/2007José Manuel dos Santos Fernandes 07/05/2009José Maria Brandão de Brito 07/05/2009José Maria Espírito Santo Silva Ricciardi 27/07/2006Mohamed Ali Ismaeil Ali Al Fahim 06/05/2010Ricardo José Minotti da Cruz Filipe 07/05/2009The General and Supervisory Board appointedthe Corporate Governance Committee for the2012-2014 term of office at the meeting of 18April 2012. On 11 May 2012, Wu Shengliang tookoffice, after being appointed on 18 April 2012,and following the resignation of Joaquim José deOliveira Reis, on 11 October 2012, the Committeewas composed of the following members:Corporate Governance and SustainabilityCommitteeFirstappointment dateChairman Carlos Jorge Ramalho dos Santos Ferreira 18/04/2012Ilídio da Costa Leite de Pinho 18/04/2012Manuel Fernando de Macedo Alves Monteiro 18/04/2012Maria Celeste Lopes Cardona 18/04/2012Vasco Joaquim Rocha Vieira 18/04/2012Wu Shengliang 11/05/2012A World Full Of Energy