Annual Report - EDP

: corporate governance :any legal proceedings, as well as concludearbitration agreementsº º Buy, sell or by any other means dispose of,or encumber, rights or immovable assetsº º Set up companies and subscribe, purchase,encumber or dispose of shareholdingsº º Decide on the issue of bonds and othersecurities in accordance with the law and theArticles of Association, observing the annualquantity limits fixed by the Generaland Supervisory Boardº º Establish the technical and administrativeorganisation of EDP and the rules of procedure,particularly in relation to personnel and theirremunerationº º Establish proxies with such powers as it maydeem fit, including the power to delegateº º Appoint the Company Secretary and the alternateº º Appoint and dismiss the External Auditorupon recommendation of the General andSupervisory Boardº º Exercise any other powers invested in itby law or by the General Meetingº º Establish its own system for determining therules of its internal functioning.Moreover, the proposals to amend EDP’s Articlesof Association in matters of increases of sharecapital that are submitted by the ExecutiveBoard of Directors require the prior opinionof the General and Supervisory Board, pursuantto Article 17 (2) (g) of the Articles of Association.The Executive Board of Directors also provides,when so requested by other members of thecorporate bodies, all the required informationin a timely fashion and manner appropriate tothe request. In terms of the availability of theinformation, it should be mentioned that thereis a web-portal to share information between theExecutive Board of Directors and the General andSupervisory Board, available to all the membersof the mentioned corporate bodies.The Chairman of the Executive Board of Directorsis granted particular powers pursuant to Article 18of the Articles of Association. These powers are:º º Represent the Executive Board of Directorsº º Coordinate the work of the Executive Board ofDirectors, convening and presiding over its meetingsº º Strive for the proper implementation of thedecisions of the Executive Board of Directors.The Chairman of the Executive Board of Directorsis entitled to attend, whenever consideredappropriate, the meetings of the General andSupervisory Board, except when these concerndecisions associated with the supervision of thework of the Executive Board of Directors and, ingeneral, any situations which may involve a conflictof interests, pursuant to and for the purposes ofArticle 18 (2) of the Articles of Association.In the Executive Board of Directors there is thefunctional division of areas of management toeach of the members of the Executive Board ofDirectors. The college of directors is responsiblefor taking decisions on all matters within theremit of this body. Delegated powers are notconferred to directors individually, becauseof the very nature of the body.The activity and performance of the ExecutiveBoard of Directors are assessed annually ina continuous and independent manner by theGeneral and Supervisory Board.The Executive Board of Directors was organised,up to 20 February 2012, according to thefollowing management areas and corporatethemes:EXECUTIVE BOARD OF DIRECTORSAntónio Luís GuerraNunes MexiaCorporate AreasGeneral Secretariat and Legal OfficeOffice of the Chairman of the ExecutiveBoard of DirectorsInternal Audit OfficeBrand and Communication OfficeBusiness Analysis OfficeManagement Risk OfficeHuman Resources OfficeOffice of the Ethics OmbudsmanUniversity EDPManagement AreasBranch of EDP in SpainNuno Maria Pestanade Almeida AlvesJoão ManuelManso NetoAntónio ManuelBorreto Pita de Abreu• Consolidation, IFRS Reportand Taxation• Management Planning and Control• Financial Management Office• Investors Relations Office• EDP Valor• Holdings/Investments• Branch of EDP in Spain• Energy Planning• Regulation and Competition• Iberian Generation and Trading• Distribution – Spain• Comercialização Espanha• Gas• Branch of EDP in Spain• Coordination Office Labor Relations• Human Resources• BrazilAntónio FernandoMelo Martins da CostaAna MariaMachado FernandesJorge ManuelPragana Cruz Morais• Organisational Development Office• Distribution Portugal and BusinessSolutions• Internacional• Branch of EDP in Spain• Renewables• Branch of EDP in Spain• Corporate Marketing Office• Customer Relations Office• Information Systems Office• Sustainability and Environment Office• Supply – Portugal• InovationCORPORATE AREASMANAGEMENT AREAS106A World Full Of Energy