corporate governance
The Principles that govern us

EDP - Energias de Portugal, S.A. Publicly Traded Company
Head office Av. 24 de Julho 12, 1249-300 Lisboa - Portugal 
NIPC and Lisbon CRC Registration No. 500697256
Share Capital € 3,656,537,715
EDP’s representative for market relations is the member of the Executive Board of Directors Mr. Miguel Stilwell de Andrade.

 

The amendments to EDP's Articles of Association, approved by the General Shareholders’ Meeting held on April 5th, 2018, stemmed from the need to enlarge the number of members that compose the Executive Board of Directors

By-Laws
EDP's By Laws

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Regulations
Regulation of the General and Supervisory Board

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Regulations of the Executive Board of Directors

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Rules of Procedure of the Financial Matters/Audit Committee

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Regulations of the Remunerations Committee

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Regulation of the Corporate Governance and Sustainability Committee

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Regulations of the Strategy and Performance Committee

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Internal Regulation of EDPR NA Committee

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Regulations on conflict of interest

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Regulation on services provided by EDP's Statutory Auditor and External Auditor

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Transactions with Related Parties

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Selection policy for the members of the General and Supervisory Board and Exe. Board of Directors

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Regulation of the General and Supervisory Board

The Regulation of the General and Supervisory Board establishes the rules applicable to its action, considering the competences of monitoring and supervising.

Regulation of the Executive Board of Directors

The Regulation of the General and Supervisory Board establishes the rules applicable to its functioning and interaction with other governing bodies.

Internal Regulations of the Financial Matters Committee/Audit Committee

The Regulation of the Audit Committee establishes the rules applicable to its functioning and interaction with other governing bodies.

Internal Regulation of the Remunerations Committee

The Regulation of the Remunerations Committee establishes the rules applicable to its functioning and interaction with other governing bodies.

Internal Regulation of the Corporate Governance and Sustainability Committee

The Regulation of the Corporate Governance and Sustainability Committee establishes the rules applicable to its functioning and interaction with other governing bodies.

Internal Regulation of the Strategy and Performance Committee

The Regulation of the Strategy and Performance Committee establishes the rules applicable to its functioning and interaction with other governing bodies.

Internal Regulation of EDP Renewables North America, LLC (EDPR NA) Business Affairs Monitoring Committee

The Internal Regulation of EDP Renewables North America, LLC (EDPR NA) Business Affairs Monitoring Committee establishes the rules applicable to its functioning and interaction with other governing bodies.

EDP regulations on services provided by the Statutory Auditor and External Auditor

The regulation promote oversight of the independence of the Statutory Auditor (SA) and the External Auditor (EA) in providing their auditing and additional services to EDP and its subsidiaries.

Regulations on conflict of interest and transactions between related parties of EDP

Intends to provide continuity to the work developed together with the Executive Board of Directors given the common interest in perfecting the governance practices that are able to promote transparency and objectivity in the management of conflicts of interest.

Transactions with Related Parties 

Following the decision taken by the General and Supervisory Board in relation to the "Framework for handling conflicts of interests”, the Executive Board of Directors approved the rules for handling and disclosure of conflicts of interests’ situations in transactions with related parties as well as the respective prevention measures.  

Policy on selection of the members of the General and Supervisory Board and Executive Board of Directors

Defines the guiding principles to observe regarding the selection of the members of the General and Supervisory Board and Executive Board of Directors

Executive Board of Directors (EBD)

EBD members meet all the independence criteria described in Article 9 of EDP’s Articles of Association; there are no incompatibilities for the prosecution of their duties, in accordance with Article 10 of the aforementioned Articles of Association.

General and Supervisory Board (GSB)

GSB members are bound to an incompatibility regulation governing the exercise of their duties, both from a legal and statutory perspective. On the other hand, given the qualitative requirements that inhere to the board composition, the GSB should be comprised mainly of members with an independent status.

GSB Independence Protocol:

Accepting the position depends on a written statement, which shall attest:

  • Adequate knowledge of the legal, regulatory and statutory rules applicable to the position’s and the Company’s activities;
  • Unreserved acceptance of the rules laid down by the GSB’s Rules of Procedure.
  • The absence of any legal or statutory incompatibilities affecting the prosecution of GSB membership duties;

  • The fulfillment of all independence requirements set out in Article 7.1 of the Rules of Procedure, should the member be elected as an independent GSB member;

  • The duty to report to the GSB Chairman - or, in the latter’s case, directly to the GSB - any supervening fact that may create a situation of incompatibility or loss of independence.

At the beginning of each financial year, GSB members shall, within 30 days, renew their statements concerning the absence of any incompatibilities and, if applicable, verify their independence requirements.

Each year, the GSB conducts a general assessment of the implementation of incompatibility and independence rules among its members.

Documents
Annual EBD members' statement

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Annual GSB members' statement

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EDP - Energias de Portugal, S.A. Publicly Traded Company
Head office Av. 24 de Julho 12, 1249-300 Lisboa - Portugal 
NIPC and Lisbon CRC Registration No. 500697256
Share Capital € 3,656,537,715
EDP’s representative for market relations is the administrator Miguel Stilwell de Andrade.

Corporate Governance Handbook

EDP is an international corporate governance benchmark. The General and Supervisory Board and the Executive Board of Directors adopted the “EDP Handbook for Corporate Governance,” which is now available to all EDP employees, shareholders and other interested parties.

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Corporate Governance Manual

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