Annual Report - EDP

: corporate governance :I.18. Intervention ofthe General Meetingof Shareholdersregarding the approvalof the retirementbenefits systemThere is no specific system of retirement benefitsfor the members of the corporate bodies.The retirement savings plan attributed tomembers of the Executive Board of Directorsdoes not comprise a supplementary retirementpension paid by the company, but is rathera financial product benefiting those membersthrough a financial investment of an amountequivalent to 10% (ten percent) of their fixedannual remuneration. This plan does not entailany burden to the company in the future. It solelyconsists of the subscription of a financial productfor the members of that body while in office.I.19. Statutory provisionlimiting the numberof votesEDP’s Articles of Association include a limitationon the counting of votes in the sense that the votescast by a single shareholder holding ordinary shareson its own behalf or as a representative of anothershareholder, exceeding 25% (twenty-five percent) ofthe total share capital of EDP, are not counted. Thisrestriction applies to all decisions voted on by theGeneral Meeting, including those for which legislationor EDP’s Articles of Association require a qualifiedmajority of the company’s share capital.The shareholders of EDP have not establishedany statutory provision for the General Meetingto, at least once every five years, vote on keepingor removing the statutory provision providing forthe limitation of the number of votes that a singleshareholder, individually or jointly with othershareholders, can cast.I.20. Defensive measuresEDP has not adopted any measures to preventtakeover bids that would put the interests of thecompany and its shareholders at risk.Although EDP’s Articles of Associationestablish a restriction on the exercise of votingrights, according to which the votes cast bya single shareholder on its own behalf or asa representative of another (pursuant to theallocation of voting rights established in Article20(1) of the Portuguese Securities Code) thatexceed 25% (twenty-five percent) of all votescorresponding to the share capital shall not becounted. That limit was 20% (twenty percent)until it was altered by decision of the GeneralMeeting held on 20 February 2012.This restriction on voting rights is not a measureadopted with the intention of preventing thesuccess of takeover bids.The unlikelihood of the restriction of votingrights preventing the success of a takeover bidis due to the current capital structure of EDP,in which the highest shareholding stands at21.35%, and the relative weight of Category Ashares in that capital, as well as the fact that therequirement of a deliberative quorum of twothirdsof the votes cast, as established in EDP’sArticles of Association for the amendment of thisprovision in the memorandum of association, isin conformity with the provisions of Article 182-A(2) of the Portuguese Securities Code.Defensive measures with the aim, or that havethe consequence, of causing grave erosion of the98EDP assets in the case of chenge of control ofthe company or a change in the composition ofthe Executive Board of Directors, thus impairingthe free transferability of the shares and freeappraisal by the shareholders of the performanceof the members of the Executive Board ofDirectors, have also not been adopted.I.21. Change ofcompany controlTo the best knowledge of the Executive Boardof Directors, EDP is not party to any significantagreements which take effect, are amendedor terminate on the change of control of thecompany following a takeover (except for normalmarket practice relating to debt issues).I.22. Agreement with theholders of positions inthe management bodyor other nanagersthat provide forcompensation in theevent of terminationof office followinga change of controlof the companyEDP is not party to any agreement with themembers of the management body, whichprovides for the payment of compensation byEDP in the event of resignation, unfair dismissalor termination of the employment bond followinga change of control of the company. As alreadymentioned, EDP does not have people with regularaccess to inside information that participates indecision making (i.e. other managers) besides themembers of the corporate bodies.II. ManagementandSupervisoryBodiesSECTION I - GENERALII.1. Identification andcomposition of thecorporate bodiesPursuant to Article 8 of EDP’s Articles ofAssiociation, the corporate bodies of the companyare the General Meeting, the Executive Board ofDirectors, the General and Supervisory Board andthe Statutory Auditor. The company has also thefollowing corporate bodies: Board of the GeneralMeeting, the Environment and SustainabilityBoard, the Remuneration Committee and theFinancial Matters Committee/Audit Committee.The shareholders elected the members of the Generaland Supervisory Board and the Executive Boardof Directors at the General Meeting of 20 February2012, for the three year period from 2012 to 2014.The Statutory Auditor and alternate auditorand members of the other corporate bodies,including the Board of the General Meeting,the Remuneration Committee of the GeneralMeeting and the Sustainability and EnvironmentBoard were elected at the Annual GeneralMeeting held on 17 April 2012 also for a 3-yearterm of office, for the period from 2012 to 2014.A World Full Of Energy