Annual Report - EDP

: corporate governance :Companies Code, Article 17 (2) of the company’sArticles of Association establishes that theapproval of the company’s strategic plan andthe conducting of the following operationsby the company or by companies controlledby EDP require the approval of the Generaland Supervisory Board (see also Article 13of the Rules of Procedure of the General andSupervisory Board):º º The purchase or sale of assets, rights orshareholdings of significant financial valueº º Contracting financing operations of significant valueº º The opening or closure of establishments,or important parts thereof, and significantincreases or reductions in business activityº º Other transactions or operations of significanteconomic or strategic valueº º The commencement or termination of strategicpartnerships or other forms of lastingcooperationº º Plans for spin-offs, mergers or transformationsº º Amendments to the Articles of Association,including changes of registered office andcapital increases, when these are at theinitiative of the Executive Board of Directorsº º Approval of the draft resolution of theExecutive Board of Directors in respect ofraising the share capital, by conducting sharecapital increases on one or more occasions,up to the aggregate maximum of 10% of thecurrent share capital, through the issue ofcategory A shares, to be subscribed by newcash contributionsº º Establishment or termination of strategicpartnerships or other forms of lastingcooperation.The Chairman of the General and SupervisoryBoard is granted particular competencies, and isresponsible for, under the provisions of Article18 of the Rules of Procedure of the General andSupervisory Board:º º Convene and chair meetings of the Generaland Supervisory Boardº º Represent the General and Supervisory Boardinstitutionallyº º Coordinate the General and SupervisoryBoard’s activities and supervise the correctfunctioning of its Committees, retainingthe right to attend any meeting and requestinformation on their activityº º Propose to the plenary of the General andSupervisory Board the members, the Chairmanand when appropriate, the Vice-Chairman ofeach Committeeº º Provide the information necessary, in a timelyfashion, to the members of the General andSupervisory Board for them to fully performtheir dutiesº º Request of the Executive Board of Directorsthe information deemed relevant for theexercise of the powers of the General andSupervisory Board and its Committees, makingit available in a timely manner to the membersof the General and Supervisory Boardº º Take the necessary measures to ensure thatthe General and Supervisory Board adequatelymonitors the activity of EDP and the ExecutiveBoard of Directors in particularº º Control the implementation of the Generaland Supervisory Board budget and managethe material and human resources assignedto this bodyº º Ensure the correct implementation of theGeneral and Supervisory Board’s decisions.The Chairman of the General and SupervisoryEDP - Annual Report 2012Board or, in his/her absence or incapacity,a member delegated by this body for that purpose,may attend meetings of the Executive Board ofDirectors whenever such member deems fitand take part in the discussion of matters to besubmitted to the General and Supervisory Board,without having any voting rights.The members of the Committee on FinancialMatters/Audit Committee have a duty to attendthe meetings of the Executive Board of Directorswhen the accounts are appraised, (see Article 4(3) (e) of the Rules of Procedure of the Committeeon Financial Matters/Audit Committee.The General and Supervisory Board shall annually,with the support of the work of the CorporateGovernance and Sustainability Committee:º º Conduct a self-assessment of its activity andperformance as well as its Committees, and theconclusions of this shall appear in its annualreport (see Article 10 of the Rules of Procedureof the General and Supervisory Board)º º Conduct an independent assessment of theactivity and performance of the ExecutiveBoard of Directors, with the conclusionssubmitted to the General Meeting and attachedto the annual report of the General andSupervisory Board.EDP, on the initiative of the General andSupervisory Board, continues to be one of thefew listed companies in Portugal and abroadthat has voluntarily established a formal andimpartial process to assess the activity of thisbody and the activity of the Executive Boardof Directors. Experience of recent years hasallowed the General and Supervisory Board tointroduce some changes in the process to makeit more effective and efficient. The method usedcomprises the following stages:º º After the year’s end, the Chairman of the Generaland Supervisory Board sends assessmentquestionnaires to the members of this Board.The questionnaires are answered individuallyand are confidentialº º The General and Supervisory Board SupportOffice statistically processes the data receivedand prepares the information for considerationat the General and Supervisory Board meetingº º At the meeting, the General and Supervisory Boardissues its opinions on the assessment, whichare included in the annual report of that bodyº º At the General Meeting, the Chairman of theGeneral and Supervisory Board presents therelevant opinion in the item of the agendaconcerning the assessment of the ExecutiveBoard of Directors.Powers of the ExecutiveBoard of DirectorsThe Executive Board of Directors is a collegialbody. Individual directors in office are onlyallowed to represent one absent director at eachmeeting. All directors have equal voting rights andthe Chairman has the casting vote.The powers of the Executive Board of Directors,in accordance with the Article 17 (1) of theArticles of Association, include:º º Establish the objectives and managementpolicies of EDP and the EDP Groupº º Draw up the annual business and financial plansº º Manage corporate business and undertake allactions and operations associated with thecorporate object that do not fall within the remitof other corporate bodies of the companyº º Represent the company actively and passivelyin the courts and extra judicially, with thepower to concede, acquiesce and plead in105