ANNUAL REPORT ‘12
CORPORATE GOVERNANCE AND COMPLIANCE
115
13_CORPORATEGOVERNANCEANDCOMPLIANCE
13.1_APPLICABLE LEGAL FRAMEWORK
ANA – Aeroportos de Portugal, S.A. was created by
government Decree-Law no. 404/98 of 18 December
following the split of the state-owned Aeroportos e
Navegação Aérea, ANA, E.P..
The decree also details the role of ANA, S.A. as the
holder of a public-service concession for the provision
of support services to civil aviation. As such, ANA, S.A.
is subject to the observance of the rules set forth
in Decree-Law no. 254/2012, of 28 November, the
provisions of the Concession Contract signed with the
Portuguese State, as mentioned in Section 6.2, and the
compliance with the various rules of community law,
specifically those that refer to airport activities, safety
and security, environment, competition and state aid.
As a limited-liability company, ANA, S.A. is subject to
the provisions of the Portuguese Companies Code.
It must be noted that the company administration and
auditing is organised according to the management
and supervisory model outlined in Article 278, no. 1,
line a) of the Portuguese Companies Code – Board of
Directors and Audit Board.
As for directly applicable public legislation, it is import-
ant to note Decree-Law no. 558/99, of 17 December,
in its present form; Decree-Law no. 300/2007, of
23 August, which established the legal regime for
the State’s corporate sector; and Decree-Law no.
71/2007, of 27 March, which defined the statute of
public managers.
The company is also subject to Cabinet Resolutions no.
49/2007, no. 65/2007, no. 34/2008, no. 70/2008,
Law 55-A/2010, and most recently, Cabinet Resol-
ution no. 12/2012.
The following chapter describes in greater detail the
Group’s compliance with these and other legal require-
ments.
ANA, S.A. also has a dominant relationship with the
companies identified in Chapter 13.2.3.1_ANA Group.
13.2_DISSEMINATION OF INFORMATION
This section contains relevant information required
by the norms of good corporate governance, namely
with regard to shareholder, management and audit
structures as well as ANA, S.A.’s internal and functional
organisation and that of the respective Group.
13.2.1_Shareholder structure
As at 31 December 2012, 68.56% of the share capital
of ANA, S.A. was held by Parpública – Participações
Públicas (SGPS), S.A., a Portuguese state holding
company, and 31.44% by the Portuguese State through
its Treasury and Finance Department.
On 28 December 2012, the 31.44% held until then by
the Treasury and Finance Department were transferred
to the state holding company Parpública, with the
corresponding registration taking place on 4 January
2013, since which time this entity has held 100%
of the ANA, S.A. share capital.
13.2.2_Governing Bodies – Remit, Term and Remun-
eration
The company’s governing bodies are:
a) The general meeting of shareholders
b) The board of directors
c) The audit board and the statutory auditor
