Committee on Corporate Governance and Corporate Responsibility
In carrying out its mission, the Committe on Corporate Governance and Corporate Responsibility(CCGCR) collaborates with the Board of Directors, assessing and submitting to it proposals for strategic orientation in the area of corporate responsibility, as well as monitoring and supervising in a permanent manner matters concerning:
- Corporate governance, social responsibility, the environment and ethics;
- The business sustainability of the Group;
- Internal codes of ethics and conduct;
- Systems of assessment and resolution of conflicts of interest, especially regarding relations between the Company and its Shareholders or other Stakeholders.
According to its internal regulations, the CCGCR consists of a minimum of 3 and a maximum of 9 members, of whom will be its Chairman. The members are not required to be directors and shall be appointed by the Board of Directors.
CCGCR meets with the necessary frequency to achieve its mission, having met once in 2022.
The members of the CCGCR are:
- Pedro Soares dos Santos (Chairman)
- Andrzej Szlęzak
- Claire Bright
- José Soares dos Santos
- Natalia Olynec
In addition to the duties specifically conferred by the Board of Directors, the CCGCR is responsible for performing the following:
- Submitting to the Board of Directors of the Company the policy of corporate governance to be adopted by the Company and by the Group;
- Monitoring, reviewing and assessing the adequacy of the governance model of the Company and its consistency with the recommendations, standards and best practices of corporate governance, at national and international level, directing to the Board of Directors and the Chief Executive Officer the recommendations considered appropriate in this regard;
- Proposing and submitting to the Board of Directors changes to the governance model of the Company, including the organizational structure, responsibilities and internal rules of the Board of Directors;
- Monitoring the corporate articulation of the Company with the organizational structure of other companies of the Group;
- Overseeing compliance and the correct application of the principles and legal, regulatory and statutory standards of corporate governance in effect, in connection with the activity developed by the Board of Directors, by the Chief Executive Officer, by the Managing Committee, the Statutory Accountant and the External Auditor, promoting and soliciting the exchange of information needed for this purpose;
- Defining the parameters of the report on the corporate governance of the Company to be incorporated in the Company’s Annual Report;
- Monitoring the activities of the Ethics Committee and the services of companies that make up the Group in matters covered by their competence;
- Monitoring in a permanent manner, assess and supervise the internal procedures relative to matters of conflict of interest, as well as the effectiveness of systems of assessment and resolution of conflicts of interests;
- Whenever requested by the Board of Directors, rendering an opinion regarding the application of the system of incompatibilities and independence to the officeholders of the statutory bodies of the Company;
- Promoting and enhancing the performance of the Company as a sustainable business, making it recognized as such internally and externally;
- Seeking compliance by the members of the Board of Directors and others with the market standards of values governing their conduct;
- Developing a transversal strategy of corporate sustainability, that is integrated and coherent with the strategy of the Company;
- Promoting, developing and overseeing the creation of internal conditions necessary for the sustained growth of the Company, from a three-dimensional perspective, in the economic, environmental and social fields, according to international criteria;
- Preparing and monitoring decision-making by the relevant statutory bodies and committees on matters subject to a prior opinion regarding corporate governance, sustainability or which give rise to conflicts of interest between the Company, Shareholders and members of their statutory bodies;
- Monitoring the inspection activities of CMVM in the area of corporate governance.