Annual Report - EDP

: corporate governance :The Institutional Relations and StakeholdersDepartment ensures an integrated and consistentnarrative with the Group’s stakeholders, in linewith the vision and strategy adopted. The aim isto maximise the communication potential of theGroup to its stakeholders and contribute to fluidand systematised information about the Groupand its activities.The Energy Management Business Unit (UNGE)is responsible for negotiating the physical andforward purchases of fuel and contractingmaritime transport in the name of, and onbehalf of, the relevant EDP companies. It is alsoresponsible for carrying out spot and forwardpurchases and sales in the electricity marketof a physical and financial nature, namelyenergy derivatives and foreign exchangeoperations. It also decides on operationaland supply programmes of the EDP Groupelectricity generating plants where the energymanagement is under its responsibility, with theaim of optimising the portfolio and supplyingenergy to the clients of the EDP Group’s sellers.Additionally, it is responsible for managingoperations relating to the EDP Group’s CO 2emission licences and green certificates.Specific EDP Committees(Functional Structures)The EDP organisational model provides forthe existence of management committees thatcontribute to the decision-making process of thecompany in two ways:º º Foster an effective management of decisionmakingsupport by the Executive Board ofDirectors;º º They are management tools used by anorganisational unit to support the processof discussion, alignment, decision-makingand implementation of policies and businesspractices with a cross-cutting impact on rangeareas of the organisation.Ethics CommitteeEDP has always conducted its business activitieswithin a framework of ethical values that areexplicit or implicit in its business agenda, in itsprofessional relations and obligations toshareholders, and also in the vision, commitmentsand culture, and the principles of sustainabledevelopment defined by the Executive Boardof Directors.The Ethics Committee has the followingresponsibilities:º º Issue opinions on EDP Group policy in mattersof the code of conduct, the adoption of goodpractices and compliance with the higheststandards of ethicsº º Propose guidelines for regulating the mattersfor which it is responsibleº º Foster the correct regulatory applicationof ethical matters in the EDP Group companies.The Ethics Committee, which was createdfollowing the approval of the EDP Group Codeof Ethics, works in articulation with the CorporateGovernance and Sustainability Committee of theGeneral and Supervisory Board. It also has thefollowing functional powers:º º Draw up and submit to the CorporateGovernance and Sustainability Committee itsown rules of procedureº º Submit corporate ethics instruments, policies,goals and targets to the Corporate Governanceand Sustainability Committeeº º Receive and examine cases of infringementEDP - Annual Report 2012prepared by the Ethics Ombudsman andissue an opinion on them, which will then besubmitted to the Corporate Governance andSustainability Committee of the General andSupervisory Boardº º Issue an opinion, when requested to do s byany of the managing bodies of the companiesand entities of the EDP Group, on practicesor codes of conduct in the fields of ethics orprofessional conduct within the frameworkof specific, legal or regulatory needsº º Examine the decisions of the Ethics Committeeof EDP - Energias do Brasil, S.A. (“Energiasdo Brasil”) and the Ethics Committee of EDPRenováveis, S.A. (“EDP Renováveis”)º º Draft quarterly reports on the EDP Group’sperformance in terms of implementation of theCode of Ethicsº º Annually review the Code of Ethics’ adequacyto the needs of the EDP Group and, on proposalof the Ethics Ombudsman and the SustainabilityDepartment of the EDP Corporate Centre, drawup the relevant report.The Ethics Committee has the following composition:Ethics CommitteeChairman of the Executive Board of DirectorsBoard member of the Executive Board of Directors (Sustainability)Board member of EDP ProduçãoBoard member of EDP DistribuiçãoBoard member of EDP Soluções ComerciaisBoard member of EDP ValorBoard member of EDP RenováveisHead of Human ResourcesEthics ombudsmanHead of SustainabilityThe Ethics Committee held one meeting in 2012.Innovation CommitteeThe Innovation Committee has the following powers:º º Share the initiatives and requirements, groupedby focal pointsº º Discuss and propose the strategic areas ofinnovation in the EDP Groupº º Discuss and propose the set of projects to beimplemented in the innovation areaº º Monitor the EDP Group initiatives and projectsin progress in the innovation field and proposecorrective measures.The Innovation Committee has the followingcomposition:Innovation CommitteeChairman of the Executive Board of DirectorsBoard member of EDP ProduçãoBoard member of EDP DistribuiçãoBoard member of EDP BrasilBoard member of EDP InovaçãoBoard member of Fundação EDPGeneral Manager of Corporate and Trading HC EnergíaBoard member of LabelecOfficer EDP RenováveisHead of Energy Planning (Technical Area)Head of Business AnalysisHead of Coordination of Communication AreaOfficer Universidade EDPOfficer Organisational DevelopmentOfficer Information SystemsHead of Human ResourcesHead of Customer and MarketingHead of SustainabilityThe Innovation Committee held one meeting in 2012.Information DisclosureManagement CommitteeThis Committee, previously called the Disclosureof Information Control and ProceduresCommittee, has two primary responsibilities:109