Annual Report - EDP

: corporate governance :ACTIVITYEDP wishes communication with the marketto take the form of objective, transparentinformation that is understandable to allstakeholders and financial market agents.This is only possible with a financial reportingpolicy based on the transparency and consistencyof information provided to investors and analysts,as has been the case.The company has been making systematic effortsto meet the needs of investors and analysts,which is not an easy task, in view of the sector’scomplexity, always with the aim of fostering tiesof trust with financial agents and markets.In 2012 research reports on EDP were draftedby 25 institutions. At the end of the year, 11 maderecommendations to sell, 10 to maintain and four to sell.EDP participated in a number of events withinvestors and analysts in 2012 in order to informthe market of its strategy and its operationaland financial performance. The events includedroadshows, presentations to analysts andinvestors, meetings and conference calls.Investor Day was held in Porto on 22 and 23 May,where the company presented its strategy andbusiness plan for 2012-2014 in all the areas inwhich it operates. There were 160 participants,including people in different countries andfrom different areas in the capital markets whowatched it on a webcast.In addition to conferences for investors in Europeand the United States, EDP also invested inmeetings in Singapore and Hong Kong, as it hadalready done in 2011.More than 350 meetings were held with investorsand analysts and 128 market communicationswere issued in 2012.The company’s efforts have been rewarded atdifferent events. In 2012, EDP received an award inthe IR Magazine Europe Awards 2012 as the bestEuropean utility company and the best Portuguesecompany. It came in tenth place in Europe.In 2012 it was also recognised by the DeloitteInvestor Relations & Governance Awards 2011as the company with the best overall strategyin investor relations and the best annual reportand accounts of all the non-financial listedcompanies on the Portuguese capital market.EDP was awarded Euro Bond of the Year by theInternational Financing Review. It was the firstPortuguese company to receive this prize.INFORMATION PROVIDEDIn addition to the Investor Relations Departmentand in compliance with CMVM regulations,the EDP website (www.edp.pt) provides fullinformation on legal or corporate governancematters, updates on Group activities anda complete set of financial and operationalinformation with a view to facilitating access toand consultation of information by shareholders,financial analysts and other stakeholders.The information provided through this channelin Portuguese and English includes data on thecompany, financial statements and accounts,privileged information, the Articles of Associationand internal regulations of corporate bodies, theGroup’s shareholder structure, documentationfor preparing General Meetings of Shareholders,the performance of EDP share prices, a calendarof company events, the names of members ofthe corporate bodies and the representativefor market relations, contact information forthe Investor Relations Department and otherinformation on the Group of potential interest.The EDP website enables users to consult orrequest the financial statements and accountsfor any accounting year since 1999.III.17. Remunerationof external auditorand Statutory AuditorCOMPETENCESKPMG has been EDP’s external auditor sinceDecember 2004. It is responsible for conductingthe necessary audit work to ensure the reliabilityof financial reporting and the credibility of theaccounting documents.Moreover, considering the scope of servicesprovided by audit firms, EDP takes specificmeasures to ensure the independence of theexternal auditor.The duties of the external auditor include checkingcompliance with remuneration policies andsystems and the effectiveness and operation ofinternal control mechanisms and reporting anydeficiencies to the General and Supervisory Board.At its meeting on December 16, 2010, the Generaland Supervisory Board reviewed the internal ruleson the commissioning of additional audit servicesand approved the EDP Regulations on ServicesProvided by the Statutory Auditor and ExternalAuditor, which are available on the EDP website(www.edp.pt). One major change was the inclusionof Recommendation III.1.5 of the CMVM’s CorporateGovernance Code regarding the commissioningof additional audit services. In addition to thequantitative limit set in the recommendation,it was determined that the Committee on FinancialMatters/Audit Committee had the obligation torefuse to authorise additional audit services if:º º The additional service is prohibitedº º In accordance with an objective, reasonable,informed third-party standard, the service maythreaten the independence of the StatutoryAuditor or external auditor, particularly by notfostering self-review or personal -interests.Every year, the Committee on Financial Matters/Audit Committee submits to the General andSupervisory Board a draft evaluation of theindependence of the external auditor andStatutory Auditor, which is published in theAnnual Report of the General and SupervisoryBoard. The result of this assessment appearsin the opinion of the General and SupervisoryBoard on the annual report attached to the AnnualReport of the General and Supervisory Board.REMUNERATIONKPMG is tasked with conducted external auditsof all the companies in the EDP Group, i.e.in Portugal, Spain, Brazil (EDP Renováveis),the USA and the other countries in which theGroup operates.The subgroup of EDP Brasil was forced to makethe rotation of the audit firm due to Brazilian lawenforcement and KPMG has been replacedby Deloitte.144A World Full Of Energy