13.07.2015 Views

Annual Report - EDP

Annual Report - EDP

Annual Report - EDP

SHOW MORE
SHOW LESS
  • No tags were found...

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

: corporate governance :In all other cases, the deliberative quorumestablished in the Portuguese Companies Codeapplies, namely the provisions of Article 383 (2)of the referred law.I.9. Exercising postalvoting rights<strong>EDP</strong> shareholders may exercise their votingrights by post on each of the items of the agenda.In the event such shareholder is a naturalperson, their signature must be identical tothe identification document and accompaniedby a legible photocopy of this. In the event theshareholder is a legal person, the signature ofits representative must be certified by notaryas having such powers. In either case, the lettershould be addressed to the Chairman of the Boardof the General Meeting, and sent by registeredmail with acknowledgment of receipt, and sent tothe registered office (Article 14 (6) of the Articlesof Association).The Chairman of the Board of the General Meetingis responsible for verifying the authenticity andlegality of postal votes, in addition to ensuringthey remain confidential until the actual vote istaken. Postal votes on motions submitted after thedate on which these votes were cast will countas negative votes (Article 14 (8) of the Articles ofAssociation).It is to be noted that <strong>EDP</strong> informs its shareholdersin advance on the forms of participation in theGeneral Meeting through the provision of draftversions of the intention to participate, letter ofrepresentation, voting ballot and the instructionsrequired to vote by e-mail.I.10. Standard postalvoting ballot formShareholders can find a standard form for postalvoting on the <strong>EDP</strong> website (www.edp.pt).I.11. Deadline forreceiving postal votes<strong>EDP</strong> shareholders can exercise their postal voteby letter addressed to the Chairman of the Boardof the General Meeting sent by registered mailto the registered office with acknowledgementof receipt. The letter must be delivered at least3 (three) business days in advance of the dateof the respective General Meeting, unless a longeradvance period is stated on the notice for themeeting (Article 14 (6) of <strong>EDP</strong>’s Articlesof Association).I.12. Exercisingelectronic votingrightsPursuant to Article 14 (7) of <strong>EDP</strong>’s Articles ofAssociation, voting rights can be exercisedby electronic means in accordance withrequirements that assure their authenticity,which must be defined by the Chairman of theBoard of the General Meeting in the notice of therespective General Meeting.I.13. Minutes ofthe General Meetingof Shareholders<strong>EDP</strong> makes available for consultation on itswebsite (www.edp.pt), in Portuguese and English,extracts of the minutes of <strong>EDP</strong> General Meetingswithin 5 (five) days of their being held, as well asthe relevant notice of meeting, agenda, proposals<strong>EDP</strong> - <strong>Annual</strong> <strong>Report</strong> 2012submitted to the General Meeting and informationon how to participate. <strong>EDP</strong> also provides onits website relevant information related tothe convening of the General Meeting and thedecisions taken during it, including the proposalsmade and any explanations of voting.I.14. Archive of decisionsof the General Meetingof ShareholdersShareholders can consult the archive on the <strong>EDP</strong>website (www.edp.pt) for information relating tothe General Meetings held since 2005.I.15. Representativeof the remunerationcommittee at GeneralMeetings ofShareholdersThe <strong>Annual</strong> General Meeting of 17 April 2012was attended by members of the RemunerationCommittee of the General Meeting, which isresponsible for defining the remuneration policyfor members of the corporate bodies, except forthe Executive Board of Directors, and membersof the Remuneration Committee of the Generaland Supervisory Board, which is responsible fordefining the remuneration policy of the membersof the Executive Board of Directors.I.16. Interventionof the General Meetingof Shareholdersregardingremuneration policyof the companyIn compliance with the provisions of Law28/2009 of 19 June and <strong>EDP</strong>’s Articles ofAssociation, the Remuneration Committee of theGeneral Meeting submitted to the <strong>Annual</strong> GeneralMeeting, held on April 17, 2012, the remunerationpolicy for the corporate bodies, with the exceptionof the Executive Board of Directors, for appraisalby the <strong>Annual</strong> general Meeting. The proposalwas approved by the shareholders.At the same AGM, the Chairman of theRemuneration Committee of the General andSupervisory Board also submitted a statementon the remuneration policy of the members of theExecutive Board of Directors for the three-yearperiod underway. This proposal was approvedby shareholders.I.17. Intervention ofthe General Meeting ofShareholders on stockoption/stock purchaseoptions plansNo stock option and/or stock purchase optionsplan was awarded to the current members of thecorporate bodies.The only stock option and/or stock purchaseoptions plan currently in force is the plan isapplicable to the members of the managementbody in office during the three year period from2003 to 2005. This plan was awarded as part ofthe variable remuneration of the Chairman of theBoard of Directors, the Chairman of the ExecutiveCommittee and the other members of theExecutive Committee who held office during thereferred three year period, and it was approved bythe Remuneration Committee in office at the time.97

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!