Annual Report - EDP

: corporate governance :STATEMENT OF COMPLIANCERecommendationAdoptionStatusCommentsDescriptionin the ReportII.2.3 If the chairman of the Board of Directors has executive duties, the Board shall findefficient mechanisms for coordinating the work of the non-executive members so as toensure that they can make independent and informed decisions and shall duly explain thosemechanisms to the shareholders in the Corporate Governance Report.Not applicableThis recommendation is not applicable, given the corporate governancemodel adopted by EDP.II.1.II.2.4 The company’s annual management report shall include a description of the work doneby the non-executive directors and mention any constraints encountered.Not applicableThis recommendation is not applicable, given the corporate governancemodel adopted by EDP.II.1.II.2.5. The company must explain its policy on rotation of offices within the Board, particularlyin what concerns the financial office, and give information regarding that policy in the CorporateGovernance Report.Not applicableThis recommendation is not applicable, given the corporate governancemodel adopted by EDP.In fact, this recommendation is intended to apply to listed companieswhich are governed in accordance with the so called Anglo-Saxon andLatin models. Where the Corporate Governance Code refers to the Germanmodel, it explicitly identifies such model (as provided, for instance,in recommendations II.3.2 and II.3.3).II.11.II.3 CEO, EXECUTIVE COMMITTEE AND EXECUTIVE BOARD OF DIRECTORSII.3.1 When asked to do so by other members of the corporate bodies, executive directorsshall provide all information required in a timely fashion and appropriate form.AdoptedII.3.II.3.2. The chairman of the Executive Committee shall send respectively to the chairmanof the Board of Directors and, as applicable, the chairman of the Supervisory Boardor the Audit Committee the notices to and minutes of their meetings.Not applicableThis recommendation is not applicable, given the corporate governancemodel adopted by EDPII.1.II.3.3 The chairman of the Executive Board of Directors shall send to the chairman of theGeneral and Supervisory Board and the chairman of the Committee on Financial Mattersthe notices to and minutes of their meetings.AdoptedII.13.II.4. GENERAL AND SUPERVISORY BOARD, COMMITTEE ON FINANCIAL MATTERS, AUDIT COMMITTEE AND SUPERVISORY BOARDII.4.1 In addition to the exercise of its supervisory duties, the General and Supervisory Boardshall advise, monitor and continuously assess the management of the company by the ExecutiveBoard of Directors. The matters on which the General and Supervisory Board shall give opinioninclude: i) the definition of the company’s strategy and general policies; ii) the group’s businessstructure; and iii) decisions that should be considered strategic due to the amounts or the risksinvolved or their special characteristics.AdoptedII.3.II.4.2 The annual reports on the activities developed by the General and Supervisory Board,the Committee on Financial Matters, the Audit Committee and the Supervisory Board shallbe published on the company’s website along with the respective financial statements.AdoptedII.4.II.4.3 The annual reports on the activities developed by the General and Supervisory Board, theCommittee on Financial Matters, the Audit Committee and the Supervisory Board shall includea description of their supervisory activity and refer any constraints encountered.II.4.4 The General and Supervisory Board, the Audit Committee and the Supervisory Board, dependingon the applicable model, shall, for all purposes, represent the company in all dealings before theexternal auditor, and shall also make suggestions as to the providers of these services and theirremuneration, and ensure that the right conditions exist within the company for the services to beperformed as well as act as the company’s interlocutor and first recipient of their reports.II.4.5 The General and Supervisory Board, the Audit Committee and the Supervisory Board,depending on the applicable model, shall evaluate the external auditors every year and shallpropose their dismissal to the General Meeting whenever just cause is given to that effect.II.4.6 The internal audit services and those who ensure the compliance of the norms applied tothe company (compliance services) shall functionally report to the Audit Committee, the Generaland Supervisory Board or, in case of companies that adopt the Latin model, to an independentdirector or the Supervisory Board, regardless the hierarchical relation that those services havewith the executive administration of the company.II.5. SPECIALISED COMMITTEESAdoptedAdoptedAdoptedAdoptedII.4.II.3.II.11.III.17.II.3.III.17.II.5.II.6.II.5.1 Unless the company is very small, the Board of Directors and the General and Supervisory AdoptedBoard, depending on the model adopted, shall set up any committees necessary for: i) ensuringa competent and independent assessment of the executive directors’ performance as well as forthe evaluation of their own overall performance and that of other committees; ii) reflecting onthe adopted system of governance, checking its effectiveness and proposing, to the competentbodies, measures aimed at improving it; iii) identifying in a timely fashion, potential candidateswith the necessary high profile for the performance of director’s functions.II.25.II.36.II.37.II.5.2 The members of the Remuneration Committee or equivalent shall be independent fromthe members of the Board of Directors and include, at leasT one member with knowledge andexperience in remuneration policy matters.II.5.3 Any individual or legal person that provides or has provided, in the past three years,services to any structure in the dependency of the Board of Directors, the Board of Directorsitself or that has a present relation with the company’s consultant, shall not be hired to supportthe Remunerations Committee in the performance of its duties. This recommendation is alsoapplicable to any individual or legal person that is connected to those referred to above byan employment or service contract.AdoptedAdoptedII.38.II.39.II.5.4 All the committees must keep minutes of their meetings. Adopted II.37.III. DISCLOSURE AND AUDITSIII.1 GENERAL DISCLOSURE OBLIGATIONSIII.1.1 Companies shall ensure a permanent contact with the market, in respect of the principleof shareholders’ equality of and in prevention of imbalances in the access to informationby investors. In order to achieve this, the company shall have an investor relations office.III.1.2 The following information on the company’s website must be published in English:a) The company’s name, status as public limited company, registered office and all otherelements mentioned in Article 171st of the Companies Code;b) The Articles of Association;c) The names of the members of the corporate bodies and market liaison officer;d) The Investor Relations Office, its functions and contact information;e) The financial statements;f) Half-yearly calendar of company events;g) Motions submitted for discussion and voting at general meetings;h) Notices to general meetingsAdoptedAdoptedIII.16.III.16.EDP - Annual Report 201293