2012 | ANNUAL REPORT - page 119

ANNUAL REPORT ‘12
CORPORATE GOVERNANCE AND COMPLIANCE
119
• Vice-Chairman – €8,797.93
• Members – €7,820.43
Pursuant to the terms of point 3 of said UWC, the gross
fixed compensations for members of the Board of
Directors will be subject to reductions of 5% and 10%,
as stipulated in article 12 of Law no. 12-A/2010,
of 30 June, and article 19(1)(c) and 19(9)(q) of Law
no. 55-A/2010, of 31 December, respectively. The
awarding of management bonuses was also suspend-
ed, as well as the payment of holiday and Christmas
allowances.
In addition to the above-mentioned compensation,
each member is entitled – pursuant to the fulfilment
of their term and the performance of their duties,
as stipulated by the terms of the aforesaid UWC, to
variable compensation as stipulated in the respective
management contract, for fulfilling the objectives
agreed with the shareholder. In regard to this matter,
the stipulations of article 24 of Law no. 55-A/2010
were fully complied with and no management bonuses
were paid.
The payment of holiday and Christmas allowances has
also been suspended.
The details of the remuneration earned by the Board of
Directors can be found in Annex II of this report (annex
4 of the instructions regarding the process of reporting
of accounts for 2012).
13.2.2.3_Audit Board and Statutory Auditor
13.2.2.3.1_Remit
The supervisory function is held by an audit board
and a statutory auditor. In addition to that which is
mandated by law, the audit board also has an added
role arising from the provisions of Article 23 of the
company’s articles of association (Decree-Law no.
404/98). Each member of the audit board has a three-
year renewable term, counting as complete the civil
year in which they were elected. Upon expiry of their
term, the members hold their functions until new
elections are held. The Audit Board is composed of a
Chairman, two effective members and a substitute
member.
13.2.2.3.2_Terms
By unanimous written consent (UWC), dated 10
August 2012, the members of the audit board were
elected for the 2012-2014 triennium.
With the election of the new audit board, William Hall
Wooston and Ana Beatriz de Azevedo Dias Antunes
Freitas ceased their functions as chairman and member,
respectively (Term I).
The table below details the names of the members of
ANA, S.A.’s audit board as well as their position, date of
election, term and birth date.
The proposal was made by the audit board and sub-
mitted to shareholders to appoint, as Statutory Auditor,
Baptista da Costa & Associados, Sociedade de Revi-
Chairman
António José Farinha Simão
10.08.2012
2012/2014
18.02.1958
Member (1)
Bernardo Xavier Alabaça
10.08.2012
2012/2014
08.06.1973
Member (2)
Cristina Maria Torres Matela Tavares
10.08.2012
2012/2014
08.02.1973
Substitute member
Maria Fernanda Joanaz Silva Martins
10.08.2012
2012/2014
12.09.1959
Term II
Election date
Birth date
Audit Board
Position
1...,109,110,111,112,113,114,115,116,117,118 120,121,122,123,124,125,126,127,128,129,...264
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