Annual Report - EDP

: corporate governance :II.26. Rules onassessment ofindependence andincompatibilitiesof members ofthe General andSupervisory BoardPursuant to its internal regulations, the Generaland Supervisory Board has a specific procedurefor complying with the vast number of rules onincompatibilities and independence applicableto its members (Articles 6 and 7 of the InternalRegulations of the General and SupervisoryBoard). This procedure comprises the following:º º The position as a member of the General andSupervisory Board is accepted in a writtenstatement that sets out specifically(i) non-existence of any incompatibility underthe law or Articles of Association for theoffice; (ii) compliance with the independencerequirements set out in its Internal Regulationsif the person in question was elected as anindependent member; (iii) the members’obligation to report to the Chairman of theGeneral and Supervisory Board or theChairman’s obligation to report to the boardany subsequent event that may result inincompatibility or loss of independenceº º Every year, the members of the General andSupervisory Board are required to renewtheir statement on the non-existence of anyincompatibility and, if applicable, compliancewith independence requirementsº º The General and Supervisory Board alsoperforms a general assessment of compliancewith the rules on its members’ incompatibilitiesand independence every year.At the same time, the Internal Regulations of theGeneral and Supervisory Board stepped up theindependence criteria applicable to its membersand went beyond the provisions of Article 414(5) of the Company Code and Article 9 of EDP’sArticles of Association. As a result, persons whodirectly or in relation to their spouse or relativeby direct line or affinity, and up to and includingthe third degree in the collateral line, may nothave the status of independent if they are in anyof the following situations:º º They hold, manage, have a contractual tie withor act in the name or on behalf of holders ofa qualifying holding of 2% (two percent) ormore of the voting rights in EDP, or the samepercentage in a company that it controlsº º They hold, manage, have a contractual tie withor act in the name or on behalf of holders ofa qualified holding of 2% or more of the sharecapital or voting rights in a company that isa competitor of EDPº º They have been elected for more than twoterms successively or intercalated.The rules of independence for members of theGeneral and Supervisory Board is particularlyimportant with regard to the followingrequirements:º º The board must be composed of a majorityof independent members (Article 434 (4) ofthe Company Code and Article 21 (4) of EDP’sArticles of Association)º º The Committee on Financial Matters/AuditCommittee and the Remuneration Committeeof the General and Supervisory Board must becomposed of a majority of independent members(Article 444 (6) of the Company Code and Article27 (1) (a) and (b) of the Internal Regulationsof the General and Supervisory Board).In accordance with the above-mentionedprocedure, the members of the General andSupervisory Board declared at the start of theirterm that they were not in any situation of legalincompatibility set out in Article 414-A (1) (a) toe), g) and h) (ex vi Article 434 (4) and Article 437(1) of the Company Code) and in the Articles ofAssociation and that they met the independencerequirements set forth in the Internal Regulationsof the General and Supervisory Board.At the beginning of 2012, the members ofthe outgoing General and Supervisory Boardrenewed their statements on incompatibilities andindependence. On 21 February 2012 the Generaland Supervisory Board assessed the applicationof the rules on incompatibilities and independenceto the members elected at the General Meetingof Shareholders held on 20 February 2012.Similar statements of compliance with theindependence and incompatibility criteria for theexercise of their duties set forth in Article 414 (5)and Article 414-A (1) of the Company Code and inArticles 9 and 10 of EDP’s Articles of Associationwere made by the Chairman and Vice-Chairmanof the General Meeting of Shareholders.The above-mentioned statements are available onEDP’s website (www.edp.pt).II.27. Professionalqualifications andnumber of sharesheld by membersof the General andSupervisory BoardThe curricula of the General and SupervisoryBoard members are in Annex II.The table below shows the shares held by themembers of the corporate bodies and any changesfrom 2011 to 2012, pursuant to Article 447 (5)of the Company Code:The shares held by the members of the Generaland Supervisory Board, until 20 February 2012,that have not been re-elected for the term 2012-14were as follows:EDP - Energias de Portugal, S.A.EDP Renováveis, S.A. EDP - Energias do Brasil, S.A.N.ºShares19-02-2012N.ºShares31-12-2011N.ºBonds19-02-2012N.ºBonds31-12-2011N.ºShares19-02-2012N.ºShares31-12-2011N.ºShares19-02-2012N.ºShares31-12-2011General and Supervisory BoardAntónio de Almeida 100 100 0 0 1,200 1,200 0 0José Maria Brandão de Brito(as representative of Cajastur- 0 0 0 0 0 0 0Inversiones, S.A.)Diogo Campos Barradas de LacerdaMachado260 260 0 0 0 0 0 0José dos Santos Fernandes 0 0 0 0 600 600 0 0Ricardo José Minotti da Cruz Filipe 6,622 6,622 0 0 500 500 0 0Farid Boukhalfa (as representativeof Sonatrach)0 0 0 0 0 0 0 0EDP - Annual Report 2012127