EDP's General and Supervisory Board is the body that permanently ensures the monitoring and supervision of the company's management activity, cooperating with the Executive Board of Directors and other corporate bodies in the pursuit of social interest in accordance with the Code of Commercial Companies and the Articles of Association. It is elected by the shareholders at the General Meeting.
The General and Supervisory Board comprises 21 members, the majority of whom are independent, fulfilling the training and competence requirements laid out in the Articles of Association and the legislation applicable to EDP.
Without prejudice to maintaining responsibility for the performance of their competencies as the corporate body in accordance with the Law and the Articles of Association, the General and Supervisory Board shall create specialized committees composed of some of its members, delegating to these committees the exercise of certain specific tasks.
In addition to other roles legislated or provided in the Articles of Association, it is the responsibility of the General and Supervisory Board:
1. To continuously monitor EDP management activity and that of its controlled companies, providing advice and assistance to the Executive Board of Directors regarding the strategy, achievement of objectives and compliance with the applicable legislation;
2. To issue opinions on management reports and accounts;
3. To continuously monitor the activity of EDP's Statutory Auditor and the external auditor, issuing opinions on their election, appointment, and dismissal, as well as on their conditions of independence;
4. To monitor and assess internal procedures on accounting and auditing matters, as well as the efficiency of the risk management system, the internal control system and the internal audit system, including the receipt and processing of complaints and queries submitted by employees and other individuals;
5. To propose the dismissal of any member of the Board of Directors to the General Assembly;
6. To monitor the definition of criteria and necessary skills in EDP and Group internal organs and structures, their impact on the respective composition as well as the preparation of succession plans;
??7. To provide for, in accordance with the Law, the replacement of members of the Board of Directors, in the event of absence or temporary impediment;?
8. To issue, on its own initiative or as requested by the Chairman of the Board of Directors, opinion on the annual vote of confidence in directors, referring to Article 455 of the Code of Commercial Societies;?
9. To monitor and assess issues relating to associative governance, sustainability, internal codes of ethics and conduct and their compliance, evaluation systems and resolution of conflicts of interest, including EDP relations with the shareholders, and to issue directives on these matters;?
10. To harness the financial or other means necessary for its activity and to request that the Executive Board of Directors adopt the measures or corrections deemed relevant, hiring the necessary resources for its own independent consultancy services;?
11. To receive from the Executive Board of Directors periodic information on significant trade relations involving EDP or companies controlled by shareholders with voting rights, as well as any related persons;?
12. To appoint the Remuneration Committee and the Audit Committee;?
13. To represent EDP in relations with directors;
14. To supervise the activities of the Executive Board of Directors;?
15. To oversee compliance with the law and the Articles of Association;?
16. To select and replace EDP's external auditor, advising the Executive Board of Directors so that they can proceed with hiring and dismissal;
17. To check the regularity of the books, when deemed appropriate and in an adequate manner, as well as supporting accounting records and documents, assets or securities held by EDP in any way;
18. To supervise the preparation and dissemination of financial information;
19. To call the General Assembly when deemed convenient.
Under the scope of the corporate governance model in force at EDP, a competence of particular relevance is assigned to the General and Supervisory Board. Indeed, although it has no management powers, according to the article 442, No. 1 of the Commercial Companies Code, the resolutions of the Executive Board of Directors on the issues identified below are subject to prior approval of the General and Supervisory Council: the approval of the Company's Strategic Plan; the completion of the following operations by the Company or by the EDP Subsidiary Companies:
Acquisitions and disposals of assets, rights or shareholdings of significant economic value;
- Contract of funding of significant value;
- Opening or closing facilities or important parts of establishments and important extensions or reductions of the activity;
- Other businesses or operations of significant economic or strategic value;
- Establishment or termination of strategic partnerships or other forms of lasting cooperation, including for the purposes set forth in Art. 10, No. 10 of the EDP Articles of Association;
- Spin-offs, mergers or transformation projects;
- Amendments to the Articles of Association, including changes of head office and capital increase, when this is an initiative of the Executive Board of Directors, namely the possibility of a capital increase, on one or more occasions, for an amount equal to 10% of the current share capital through the issuance of class A shares to subscribe to new cash entries, in accordance with Art. 4, No. 3 of EDP's Articles of Association.? The Articles also provide that the General and Supervisory Board must set the parameters for the measurement of transactions of economic or strategic value which must be submitted for opinion, as well as establishing expeditious mechanisms for the provision of advice in urgent cases or when the nature of the matter so justifies it and for situations where it is permitted to waive the issuance of this opinion (Article 21, No. 7).
The current mandate began at the General Shareholders Meeting of 5 April 2018 and, according to the Articles of Association, has a duration of 3 years.
The General and Supervisory Board works in Plenary, through specialized committees. It meets ordinarily at least once every quarter, and extraordinarily whenever convened by its Chairman, on his own initiative or at the request of any of its members, by the Executive Board of Directors or its Chairman. Its operation is governed by internal regulations.
The Chairman of the General and Supervisory Board shall:
- Convene and chair the meetings of the General and Supervisory Board;
- Represent institutionally the General and Supervisory Board; - Coordinate the activity of the General and Supervisory Board and oversee the proper functioning of its committees;
?- Provide for the timely availability to the members of the General and Supervisory Board of the information necessary for the full execution of their duties;??
- Request and receive information from the Board of Executive Directors on the activities of the Company and the companies named by it;
??- Ensure the correct implementation of the deliberations of the General and Supervisory Board.??The President of the General and Supervisory Board or, in his absence or impediment, a member delegated by this body appointed for that purpose, may, whenever he or she should deem appropriate, and without the right to vote, attend meetings of the Executive Board of Directors and participate in the discussion of matters to be submitted to the General and Supervisory Board.?