Annual Report - EDP

: corporate governance :º º Appointment, even if only de facto, as amember of a corporate body by a rival legalperson competing with EDP or by a naturalor legal person associated with a legal personthat is a competitor of EDP.In this context, in accordance with the Articlesof Association:º º A legal person that directly or indirectlyconducts a business activity that competeswith that of EDP or of a company in which EDPhas a holding of at least 50% (fifty per cent) ofits capital or voting rights in Portugal or abroad,provided that, in the latter case, it is a marketin which EDP, or the company it controls,carries out the activity through a permanentestablishment (Article 10 (7) of the Articlesof Association)º º A person associated with a legal personcompeting with EDP is: (i) a person whosevoting rights are attributable to the latter inaccordance with Article 20 of the SecuritiesCode or any provision that amends or replacesit; (ii) a person that, directly or indirectly, holds,in a legal person competing with EDP, or ina company in a control or group relationshipwith it, as defined in Article 21 of the SecuritiesCode, or in a company dependent, eitherdirectly or indirectly, on such a company,a stake equal to or higher than 10%(ten per cent) of the voting rights correspondingto the share capital of the company (Article 10(2) of the Articles of Association)º º A person that indirectly carries out a businessactivity in competition with EDP is a legal personthat directly or indirectly holds a share of atleast 10% (ten per cent) in the capital or votingrights of a company that carries out some of thesame business activities as EDP or a subsidiary(Article 10 (8) of the Articles of Association)A legal person competing with EDP is a shareholderthat individually owns shares representing atleast 20% (twenty percent) of its share capitaland directly or through a subsidiary has andmaintains with the company a medium- orlong-term strategic partnership agreementfor business cooperation in the generation,distribution or supply of electricity or natural gas,approved as required by law and the Articles ofAssociation with a favourable prior opinion fromthe General and Supervisory Board (Article 10 ofthe Articles of Association).Incompatibility for office in any EDP corporatebody does not apply:º º to legal persons competing with EDP in whichEDP holds 50% (fifty per cent) or more of itsshare capital or voting rights, nor to naturalpersons that hold office of any kind or forany purpose or are appointed, even if only defacto, in said competing legal persons whenthe appointment to the corporate office in thecompeting legal person or the contract with thecompeting legal person was made on the basisof an indication by EDP or an EDP subsidiary(Article 10 (3) of the Articles of Association).º º To the position of member of the General andSupervisory Board, where permitted by law,through prior authorisation approved bya two-thirds majority of votes at the GeneralMeeting of Shareholders that elects him/her.The competitive relationship must be expresslyreferred to and identified in precise terms inthe appointment proposal and the decision onauthorisation may be subject to conditions,such as ownership of a shareholding in EDPrepresenting no more than 10% (ten per cent)of its share capital (Article 10 (4) of the Articlesof Association).124II.15. Rules onassessmentof independenceof members of theExecutive Boardof DirectorsIn line with the independence criteria providedfor in Article 9 of the company’s Articles ofAssociation, the members of the Executive Boardof Directors declare upon taking office that theyfully comply with the independence criteria, giventhat they have no direct or indirect relations withthe company or its management body or withpersons or groups with specific interests in thecompany that might affect their impartiality inanalysis and decision-making and do not holda qualifying holding in EDP representing 2% (twoper cent) or more of its share capital. They alsostate that they have no incompatibility to hold theoffice in accordance with Articles 9 and 10 ofthe Articles of Association, as they do not holdoffice in EDP competing companies nor do theyrepresent any competing company or legal personassociated with EDP’s competitors.The members of the Executive Board of Directorsalso undertake to inform the Chairman (and theChairman undertakes to inform the ExecutiveBoard of Directors) of the occurrence of anycircumstance that might cause any incompatibilitywith their capacity as members of the ExecutiveBoard of Directors or of loss of the statusof independent member. Their statements areavailable to the public on the EDP website(www.edp.pt).II.18. Professionalqualifications andwork activitiesperformed in at leastthe last five yearsby members of theExecutive Board ofDirectorsThe information on the professional qualificationsand work activities performed in at least the lastfive years by the members of the Executive Boardof Directors is available in Annex II.A World Full Of Energy