Annual Report - EDP

: corporate governance :0. STATEMENT OF COMPLIANCE0.1. Corporate governance codeEDP – Energias de Portugal, S.A. (“EDP”) is a listed company that issues securities listed for trading on the NYSE Euronext Lisbon stock market.EDP, pursuant to article 1(1) of CMVM Regulation No. 1/2010, regarding the governance of companies issuing securities traded on a regulatedmarket located or operating in Portugal, follows the recommendations of the “Corporate Governance Code” (Código de Governo das Sociedades),approved by the CMVM in January 2010. EDP has decided not to follow any other code making recommendations in such area.This report is organised in accordance with the provisions of Article 2(1) of CMVM Regulation No. 1/2010. No mention is made to the sections notapplying to the corporate governance model in force in EDP.0.2. Adoption of the recommendations contained in the CorporateGovernance Code of the Portuguese Securities Market Commission(“CMVM”)The following table lists the CMVM recommendations on corporate governance established in the referred Corporate Governance Code andindicating whether or not they were fully adopted by EDP, as well as where more detailed information can be found in this report on the adoptionof each specific recommendation.STATEMENT OF COMPLIANCERecommendationAdoptionStatusCommentsDescriptionin the ReportI. GENERAL MEETING OF SHAREHOLDERSI.1 BOARD OF THE GENERAL MEETINGI.1.1 The Chairman of the Board of the General Meeting shall be equipped with the necessaryand adequate human resources and logistical support, taking the company’s economic situationinto consideration.AdoptedI.1.I.1.2 The remuneration of the Chairman of the Board of the General Meeting shall be disclosedin the Annual Report on Corporate Governance.AdoptedI.3.I.2 PARTICIPATION IN THE GENERAL MEETINGI.2.1 The antecedence imposed for the acceptance, by the Board, of share deposit or shareblock declarations for participation in the General Meeting, shall not exceed five working days.AdoptedI.4.I.2.2 In case of the General Meeting being suspended, the company shall not obligeshareholders to block shares for the whole period in between until the session is resumed.The period required for the first session shall suffice.AdoptedI.5.I.3 VOTING RIGHTS AND VOTINGI.3.1 Companies should not impose any statutory restrictions on postal voting and, whenadopted and admissible, on electronic voting.AdoptedI.8.I.9.I.10.I.12.I.3.2 The statutory antecedence deadline for receiving postal vote declarations shall notexceed three working days.AdoptedI.11.I.3.3 Companies shall ensure proportionality between voting rights and shareholderparticipation, preferably through a statutory provision ensuring one vote per share.The companies which do not meet the proportionality requirements are those which,in particular: i) have shares without voting rights; ii) establish that, above a certain threshold,voting rights cast by one single shareholder or shareholders related to him/her shouldnot be accounted for.Not adoptedEDP considers that, pursuant to the “one share one vote” principle,adequate shareholders’ participation is ensured, even though there mightbe limitations on the number of shares each shareholder may use to vote.The principle of proportionality between the number of shares held andthe corresponding voting rights must be assessed in relative terms ratherthan in absolute terms.Especially relevant in this context is the fact that the limit above whichvotes are not considered, as established in number 3 of article 14of EDP’s articles of association, was always defined and amendedaccording to the express intention of EDP’s shareholders through generalshareholders meetings resolutions, approved by qualified majorities, andin line with EDP’s specific interests: (i) the increase from 5% to 20% wasapproved by shareholders in the General Shareholders Meeting held onAugust 25, 2011, with the participation of 72.25% of the share capital, andthe resolution was approved by a majority of 94.16% of the votes cast;(ii) the increase to the current limit of 25% was approved in the GeneralShareholders Meeting dated February 20, 2012, with the participation of71.51% of the share capital and the resolution was approved by a majorityof 89.65% of the votes cast.Thus, taking into consideration the degree of representation reachedin said General Shareholders Meetings, the characteristics of EDP’sshareholding structure and the fact that such matter must be exclusivelyresolved on by the shareholders, EDP considers that the shareholdersinterests are adequately respected in general terms.I.6.I.7.I.8.I.19.I.4 QUORUM AND DECISIONSCompanies shall not establish a quorum for deliberation greater than that laid down by law. Adopted I.8.I.5 MINUTES AND INFORMATION ON DECISIONSI.20.Extracts of the General Meeting’s minutes or documents of equivalent content shall be madeavailable to shareholders on the company’s website within five days of the General Meeting,even if they are not inside information. The disclosed information shall contain the deliberationstaken, the represented capital and voting results. This information shall be maintained on thecompany’s website for at least three years.AdoptedI.13.I.14.90A World Full Of Energy