ANNUAL REPORT ‘12
CORPORATE GOVERNANCE AND COMPLIANCE
117
13.2.2.2_Board of Directors
13.2.2.2.1_Remit
The Board of Directors is composed of five members,
elected by the general meeting for a three-year renew-
able term. The general meeting appoints the chairman
and the vice-chairman from among elected members
of the board. Members of the board are elected for a
three-year renewable term, counting as complete the
civil year in which they are elected. Upon expiry of their
term, members of the board maintain their functions
until a new appointment.
The remit of the board of directors is to manage and
represent the company in accordance with the law,
the articles of association and the general meeting
resolutions.
The Board of Directors is subject to a list of regulations
approved in May 2009, which serves as a reference
normative and regulatory instrument for the board’s
activities, especially with regard to the following
aspects: areas of responsibility entrusted to each
director ; the creation of committees and their
respective functions; frequency and rules for meetings
and ways of disseminating decisions.
According to the company’s articles of association, art.
21 of Chapter I of Annex II of Decree-Law no. 404/98,
of 18 December, the board of directors meets on a
weekly basis and any time the chairman convenes a
meeting at the request of two members of the board
or the audit board.
In 2012 the Board of Directors met for 53 sessions,
and its most significant resolutions are reflected in the
management report.
As part of the privatisation process in progress, a
unanimous written consent was issued, dated 12
December 2012, which limits the competence of the
current Board of Directors – and remaining governing
bodies – to current management acts that do not
significantly affect the present legal, financial, asset and
commercial situation of ANA, S.A., or the other Group
companies.
13.2.2.2.2_Terms and areas of responsibility
By unanimous written consent (UWC), dated 10 August
2012, the members of the Committee of the Board of
Directors were elected for the 2012-2014 triennium.
Ceasing functions as a result of that election were
the members of the Board of Directors: António
Guilhermino Rodrigues as chairman, Carlos Odécio
Nunes Madeira as vice-chairman and Rui Manuel
Sarmento Veres (Member 1), José August Heitor da
Fonseca (Member 2) and Alda Maria de Araújo Ribeiro
Borges Coelho (Member 3) – Term I.
