Annual Report - EDP

: corporate governance :of the Executive Board of Directors members,its value can range between 0% and 80%of their annual gross fixed remuneration.The amount is determined on the basis of thefollowing indicators for each year of office:relative performance of total shareholderreturn of the EDP Group vs. EurostoxxUtilities and PSI-20, real capacity for creationof shareholder value and growth in grossmargin, net profit and EBITDA. The weightedaverage of these indicators is in turn given anoverall weight of 90% for all members of theExecutive Board of Directors in determiningtheir performance bonus. The remaining 10%is the result of an individual assessment madeby the Chairman of the Executive Board ofDirectors based on each member’s contributionto the body’s performance. The Chairman of theExecutive Board of Directors is assessed bythe Remuneration Committee.º º Multi-annual Variable Remuneration – likewise,for each of the Executive Board of Directorsmembers this component can vary from 0%to 120% of their annual gross remuneration,depending on the annual accumulatedassessment of the directors’ performance inachieving the economic sustainability of theEDP Group. Although calculated on an annualbasis, this multi-annual remuneration is onlyawarded if, at the end of the term of office,at least 90% of the strategic goals have beenachieved. These are assessed on the basis ofperformance and a comparison with definedstrategic benchmarks. More precisely, thispayment component is fixed on the basis ofthe following factors during the term of office:relative performance of the EDP Group’sEBITDA, the EDP Group’s capacity for creatingvalue, the relative performance of the Group’stotal shareholder return vs. Eurostoxx Utilitiesand PSI-20, performance of the sustainabilityindex applied to the EDP Group (DJSI method),EDP Group’s image in the Portuguese andinternational markets, capacity for change andadaptation to new market requirements; andcompliance with strategic targets set for theEDP Group. As for the annual indicators, 10% ofremuneration is reserved and will be awardedon the basis of an internal assessment of theExecutive Board of Directors by its Chairmanand of the Chairman of the Executive Board ofDirectors by the Remuneration Committee.GENERAL ANDSUPERVISORY BOARDThe remuneration of the members of the Generaland Supervisory Board is fixed on the basis oftheir duties.The remuneration of the Chairman of the Generaland Supervisory Board was established on thebasis of his performance of his full-time duties,unlike the remaining members of the board.At the Annual General Meeting of Shareholdersheld on 17 April 2012, the Chairman of theRemuneration Committee of the General Meetingsubmitted for its appraisal the remunerationpolicy for the corporate bodies, with the exceptionof the Executive Board of Directors, for thecurrent three-year period, on the following terms:º º The remuneration of the General and SupervisoryBoard members, including its Chairman, mustbe lower than that of the Executive Boardof Directors, without a variable componentor pension savings scheme;º º Bearing in mind the difficulties faced by thecountry as a result of the global economic,financial and social crisis, there must beconstraints in remuneration and, in any case,the merit of the members of each corporatebody must be considered in order not tojeopardise the company’s cohesion, stabilityand development;º º No adjustments will be made to the remunerationof the members of the Audit Committee, inspite of a progressive increase in workload andresponsibilities of its members;º º Performance of other specific duties in theGeneral and Supervisory Board, includingcoordination by the Chairman and Vice-Chairman.The shareholders approved the remunerationpolicy statement.II.31. Annual individualremuneration ofthe members of theExecutive Board ofDirectors, Generaland Supervisory Board,Environment andSustainability Boardand RemunerationCommittee of theGeneral Meetingof ShareholdersThe gross amount of remunerations paid to themembers of the Executive Board of Directors in2012 was EUR 18,031,509.64.EXECUTIVE BOARDOF DIRECTORSThe table below shows a breakdown of the grossremuneration paid in 2012 to each member of theExecutive Board of Directors.130A World Full Of Energy