Annual Report - EDP

: a edp :Corporate governance89 statement of compliance89 0.1. Corporate governance code89 0.2. Adoption of the recommendations contained in the Corporate Governance Codeof the Portuguese Securities Market Commission (“CMVM”)94 0.3. Overall assessment of the degree of adoption of the recommendations of the Corporate Governance Code94 0.4. Divergence from the recommendations of the CMVM Corporate Governance Code95 general meeting of shareholders95 i.1. Members of the Board of the General Meeting95 i.2. Start and end of term of office95 i.3. Remuneration95 i.4. Participation in the General Meeting of Shareholders96 i.5. Suspension of the General Meeting of Shareholders96 i.6. Voting rights96 i.7. Restrictions on voting rights96 i.8.Statutory rules on the exercise of voting rights97 i.9. Exercising postal voting rights97 i.10. Standard postal voting ballot form97 i.11. Deadline for receiving postal votes97 i.12. Exercising electronic voting rights97 i.13. Minutes of the General Meeting of Shareholders97 i.14. Archive of decisions of the General Meeting of Shareholders97 i.15. Representative of the remuneration committee at General Meetings of Shareholders97 i.16. Intervention of the General Meeting of Shareholders regarding remuneration policy of the company97 i.17. Intervention of the General Meeting of Shareholders on plans to award shares or share purchase options98 i.18. Intervention of the General Meeting of Shareholders regarding the approval of the retirement benefits system98 i.19. Statutory provision limiting the number of votes98 i.20. Defensive measures98 i.21. Change of company control98 i.22. Agreement with the holders of positions in the management body or officers that providefor compensation in the event of termination of office following a change of control of the company98 management and supervisory bodies98 section I — general98 ii.1. Identification and composition of the corporate bodies101 ii.2. Specialised committees with responsibilities for the management or supervision of the company103 ii.3. Organisation chart, delegation and division of powers116 ii.4. Annual report of the General and Supervisory Board116 ii.5. Risk management and internal control systems119 ii.6. Responsibility of the management and supervision in the creation and operation of internal control systemsand the company’s risk management120 ii.7. Regulations governing the company’s bodies120 section II — executive board of directors120 ii.8. Chairman of the Executive Board of Directors120 ii.9. Economic, financial and legal risks122 ii.10. Powers of the management body to decide on share capital increases123 ii.11. Policy on rotation of positions – appointment and replacement of members123 ii.13. Meetings of the Executive Board of Directors123 ii.14. Incompatibility rules and independence criteria124 ii.15. Rules on assessment of independence of members of the Executive Board of Directors124 ii.18. Professional qualifications and work activities performed in at least the last five yearsby members of the Executive Board of Directors125 ii.19. Positions held in other companies by members of the Executive Board of Directors126 section II — general and supervisory board126 ii.12. Meetings of the General and Supervisory Board126 ii.25. General and Supervisory Board and Evaluation Committee127 ii.26. Rules on assessment of independence and incompatibilities of members of the General and Supervisory Board127 ii.27. Professional qualifications and number of shares held by members of the General and Supervisory Board129 ii.28. Positions held in other companies by members of the General and Supervisory Board129 ii.29. Remuneration policy for directors other than members of the General and Supervisory Boardand the Executive Board of Directors129 section IV — remuneration129 ii.30. Remuneration policy for the Executive Board of Directors and the General and Supervisory Board130 ii.31. Annual individual remuneration of the members of the Executive Board of Directors, Generaland Supervisory Board, Environment and Sustainability Board and Remuneration Committeeof the General Meeting of Shareholders132 ii.32. Remuneration structure: alignment with the company’s long-term interests132 ii.33. Remuneration of executive directors133 ii.35. Whistle-blowing policy133 section V — specialised committees133 ii.36. Performance assessment and governance system committees134 ii.37. Number of meetings of management and supervisory committees134 ii.38. Knowledge and experience of one member of the Remuneration Committee on remuneration policy134 ii.39. Independence of people hired by the Remuneration Committee135 disclosure and audits135 iii.1. Capital structure135 iii.2. Qualifying holdings136 iii.3. Holders of special rights137 iii.4. Restrictions on transfer of shares137 iii.5. Shareholder agreements137 iii.6. Rules on amendments to the company’s Articles of Association137 iii.7. Control mechanisms of employees’ shareholdings138 iii.8. Factors that influence the company’s share price141 iii.9. Dividend distribution policy142 iii.10. Stock option / stock purchase option plans142 iii.11. Business and operations between the company and members of the management and supervisorybodies or subsidiary or group companies142 iii.12. Business and operations with owners of qualifying holdings143 iii.13. Intervention of the supervisory body in the prior assessment of business betweenthe company and the owners of qualifying holdings143 iii.14. Statistics on business subject to prior intervention by the supervisory body143 iii.15. Disclosure of the Committee on Financial Matters’s annual reports143 iii.16. Investor Relations Department147 iii.17. Remuneration of external auditor and Statutory Auditor146 iii.18. Rotation of the external auditor89A World Full Of Energy