The Board of Directors

Board of Directors

According to the Articles of Associations, the Board of Directors is comprised of a minimum of seven and a maximum of eleven members, including the Chairman of the Board of Directors. Currently, the Chairman of the Board of Directors, Pedro Soares dos Santos is also the CEO. The Board of Directors is composed of the following members:

 Operation

The Board of Directors meets at least four times a year, and any of its Directors may be represented at these meetings by another Director, by means of a letter addressed to the Chairman.

The decisions are generally taken, except where otherwise indicated, by a majority of votes of the Directors present or represented and of those voting in absentia, the Chairman having the deciding vote in the event of a tie.

During 2023, the Board of Directors met six times.

Responsibilities

The Board of Directors, in addition to the responsibilities with which it is invested by law and in accordance with the Articles of Association and the corresponding internal regulations, shall also:

1. Manage all corporate businesses and perform all operations relating to its corporate object;
2. Represent the Company, in court and outside of court, to propose and contest any lawsuit, settle and withdraw from the same, and to bind the Company in arbitration, for which purpose they may designate one representative;
3. Approve the budget and plan of the Company;
4. Purchase, sell and encumber any movable or immovable property, including shares, portions, quotas and bonds;
5. Deliberate on the Company’s association with others, under the terms of article four of the Articles of Association;
6. Deliberate on the issuance of bonds, and on loans to be contracted from the financial market at home or abroad, accepting the supervision of the lending entities;
7. Appoint any other legal or natural person for the tenure of office in other companies;
8. Deliberate on the Company’s provision of technical and financial support, granting loans and furnishing endorsements and sureties, to the companies in which it holds shares;
9. Appoint the Company Secretary and the Substitute Secretary;
10. Exercise any other powers that may be delegated to it under the terms of the Articles of Association or as decided by the General Meeting.

Chairman of the Board of Directors

According to the Regulations of the Board of Directors, in addition to institutional representation of the Company, the Chairman of the Board of Directors, currently Mr. Pedro Soares dos Santos, has special responsibility in presiding the meetings of the Board, in monitoring the implementation of the decisions taken by this Body, in attending the meetings of the other committees of the Board of Directors and in the definition of the global strategy.

Non-executive and independent directors

The Board of Directors includes an adequate number of non-executive directors, including independents, which makes it possible to involve a range of diversified technical skills, contact networks and links with national and international organisations that can enrich and optimise the management of the Company, with a view to value creation and proper defence of the interests of all its Shareholders.