Annual Report - EDP

: corporate governance :Strategy CommitteePursuant to the Rules of Procedure of theStrategy Committee, this Committee, whichwas established by decision of the General andSupervisory Board, is responsible for strategy,particularly in terms of investment, financing andstrategic partnerships. The work of the StrategyCommittee is governed by a set of internal rules(Rules of Procedure of the Strategy Committee).The Strategy Committee was established by theGeneral and Supervisory Board at its meeting of18 April 2012, and its mission is to permanentlymonitor the following matters:º º The long-term strategies and scenariosº º Strategic implementation, and businessplanning and respective budgetsº º Major investments and divestmentsº º Debt and financingº º Strategic alliancesº º The evolution of markets and competitivenessº º Regulation.The committee has the following members:Strategy CommitteeEDP - Annual Report 2012Firstappointment dateChairman Eduardo de Almeida Catroga 18/04/2012Vice-Chairman Zhang Dingming 11/05/2012Felipe Fernández Fernández 18/04/2012Harkat Abderezak 18/04/2012Jorge Braga de Macedo 18/04/2012José Maria Espírito Santo Silva Ricciardi 18/04/2012Mohamed Ali Al-Fahim 18/04/2012Performance Analysisand CompetitivenessCommitteeThe Performance Analysis and CompetitivenessCommittee, established by decision of the Generaland Supervisory Board, has the responsibility ofanalysing the performance and competitivenessof EDP in the context of the markets in which thecompany operates. The work of the PerformanceAnalysis and Competitiveness Committee isgoverned by the rules of procedure.The Performance Analysis and CompetitivenessCommittee was established by the General andSupervisory Board at its meeting of 18 April 2012,and its mission is to permanently monitor thefollowing matters:º º Analyse the business performance of thecompanyº º Benchmarking the performance of EDPcompared to the industry’s top companiesº º Assess the competitiveness of the businessportfolio of EDP.The committee has the following members:Competitiveness and PerformanceAnalysis CommitteeFirstappointment dateChairman Luís Filipe da Conceição Pereira 18/04/2012Vice-Chairman Yang Ya 11/05/2012Alberto João Coraceiro de Castro 18/04/2012António Sarmento Gomes Mota 18/04/2012Fernando Masaveu Herrero 18/04/2012II.3. Organisation chart,delegation and divisionof powersCompanySecretaryStatutoryAuditorFInancial MattersCommittee/Audit CommitteeRemunerationCommitteeCORPORATE ENTITIES *CORPORATE BODIES* Corporate entities are also corporate bodies, pursuant to Article 8/4of EDP's Articles of Association103GeneralMeetingGeneral andSupervisory BoardStrategyCommitteeBoard of theGeneral MeetingRemunerationCommitee of the GMExecutive Boardof DirectorsEnvironmental andSustainability BoardCorporate Governanceand SustainabilityCommitteeCompetitivenessand PerformanceAnalysis CommitteeOTHER STATUTORY BODIESThe dualist model of corporate governance inplace in EDP has allowed the effective separationof the company’s supervision and managementrole in pursuit of the goals and interests of thecompany, its shareholders, employees and otherstakeholders, thereby contributing to achievingthe degree of trust and transparency necessaryfor its adequate functioning and optimisation.The governance structure of EDP is composedof the General Meeting, Executive Board ofDirectors, General and Supervisory Board andthe Statutory Auditor.According to Article 11 (2) (b) of the Articlesof association, it is the responsibility of theGeneral Meeting of EDP to elect and dismiss themembers of the Executive Board of Directorsand the General and Supervisory Board, as wellas the respective Chairman and Vice-Chairman,if any, and the Statutory Auditors, based onproposal of the General and Supervisory Board(or by its delegation, the Committee on FinancialMatters/Audit Committee). The General Meetingalso elects the members of the Environmentand Sustainability Board and the RemunerationCommittee of the General Meeting, which isresponsible for setting the remuneration ofmembers of the corporate bodies (except thoseof the Executive Board of Directors, whoseremuneration is set by the RemunerationCommittee appointed by the General andSupervisory Board, as provided in Article 11 (2) (d)and Article 27 (1) of the Articles of Association).The separation of the management andsupervision roles is embodied in the existenceof an Executive Board of Directors, which isresponsible for the management of the company’sbusiness, and a General and Supervisory Board,the highest supervisory body.