Annual Report - EDP

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: 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
: corporate governance :º º Analyse and assess the information that isperiodically provided or should be providedby EDP within the context of preparing reportsand other communications for the market;º º Assessing the mechanisms of control anddisclosure of information about EDP.The Information Disclosure ManagementCommittee has the following composition:Information Disclosure ManagementCommitteeMember of the Executive Board of Directors (Finance)Head of General Secretariat and Legal OfficeHead of Management Planning and ControlHead of Finance ManagementHead of Consolidation, IFRS Reporting and Taxation DepartmentHead of Coordination of Communication AreaHead of Investor RelationsRepresentative EDP Brasil (Investor Relations)Representative EDP Renováveis (Investor Relations)Representative of Investor Relations OfficeThe Information Disclosure ManagementCommittee held two meetings in 2012.Risk CommitteeThe Risk Committee has the following responsibilities:º º Share information on the key risks and riskprofile of the EDP Groupº º Discuss the result of significant riskassessment projects developed in conjunctionwith the Business Unitsº º Discuss and issue opinions orrecommendations on policies, procedures,significant risks, risk limits and extraordinarysituations in terms of riskº º Promote and monitor the upkeep of the inventoryof the most significant risks (risk portal)º º Approve the periodical reporting model to besubmitted by the Business Units or the RiskManagement Department, as well as othermechanisms for reporting and monitoringEDP’s risks.The Risk Committee has the following composition:Risk CommitteEChairman of the Executive Board of DirectorsMember of the Executive Board of Directors (Finance)Member of the Executive Board of Directors (Renewables)Member of the Executive Board of Directors (Risk)Head of Energy PlanningHead of Financial ManagementHead of Management Planning and Control DepartmentHead of Risk ManagementHead of Institutional Relations and StakeholderHead of Energy PlanningRepresentative of EDP BrasilRepresentative of EDP RenováveisBoard member of EDP ProduçãoBoard member of EDP DistribuiçãoGeneral Maneger of Corporate and Trading HC EnergíaBoard member of EDP BrasilBoard member of EDP InovaçãoThe Risk Committee held one meeting in 2012.Accident Preventionand Safety CommitteeThe Accident Prevention and Safety Committeehas the following main responsibilities:º º Issue an opinion on proposals for defining theEDP Group’s objectives in terms of preventionand safetyº º Analyse the Annual Report and issue an opinionon the EDP Accident Prevention and SafetyAction Planº º Monitor the development of the mainoccupational safety indicators and drawup proposals for improvementsº º Issue opinions on the regulatory documentsof the safety management system that coverthe EDP Group as a whole or cut acrossvarious sectors of activity.110The Accident Prevention and Safety Committeehas the following composition:Accident Prevention and Safety CommitteeMember of the Executive Board of DirectorsBoard member of EDP ProduçãoBoard member of EDP DistribuiçãoBoard member of EDP Valor (Human Resources)Board member of EDP Valor (Ealth and Safety)Head of Universidade EDPResponsible Office Safety and Health of EDP ValorResponsible of Occupational Medicine (Office Safety and Health ofEDP Valor)Representative EDP Gás DistribuiçãoRepresentative HC EnergíaRepresentative EDP BrasilRepresentative EDP RenováveisThe Accident Prevention and Safety Committeeheld one meeting in 2012.Energy Planning CommitteeThe main tasks of the Energy PlanningCommittee are:º º Share updated information on the developmentof the various markets and businesses inwhich the EDP Group operates (the IberianPeninsula, the wind sector and Brazil) as wellas the performance of its portfolio in thesegeographical areasº º Analyse attractive business areas throughoutthe value chain and in the differentgeographical locationsº º Propose the generation portfolio and identifythe gas and CO 2needs, on a 5-year horizon.The Energy Planning Committee has the followingcomposition:Energy Planning CommitteeChairman of the Executive Board of DirectorsMember of the Executive Board of Directors (Finance)Member of the Executive Board of Directors (Renewables)Member of the Executive Board of Directors (Generation)Member of the Executive Board of Directors (Distribution)Member of the Executive Board of Directors (International)Member of the Executive Board of Directors (Commercialization)Board member of EDP ProduçãoBoard member of EDP DistribuiçãoBoard member of EDP ComercialBoard member of EDP RenováveisGeneral Manager of Corporate and Commercial HC EnergíaBoard member of EDP BrasilBoard member of EDP InternacionalBoard member of EDP InovaçãoHead of Business AnalysisHead of Risk ManagementHead of Regulation and CompetitionHead pof SustainabilityHead of Mangement Planning and ControlHead of Investor RelationsHead of Universidade EDPHead of Energy Management Business UnitHead of Regulation and Markets EDP RenováveisHead of Energy Planning EDP BrasilThe Energy Planning Committee held twomeetings in 2012.Investments CommitteeThe Investment Committee’s role is to discussand issue an opinion on proposed investment anddivestment projects and on WACC proposals forthe Business Units.The Investment Committee has the followingcomposition:Investments CommitteeMember of the Executive Board of Directors (Finance)Head of Business AnalysisHead of Management Planning and ControlHead of Energy PlanningRepresentative of Business Analysis DepartmentResponsible for the investment proposals under analysisThe Investment Committee held nineteenmeetings in 2012.A World Full Of Energy
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Annual Report - EDP

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