NOVABASE

NOVABASE

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CONTEÚDOS

  • Officers of the Annual General Meeting of Shareholders


    General Meeting

    The General Meeting has deliberative power in matters specifically ascribed by law or by the articles of association, and in matters that do not fall within the jurisdiction of other company bodies. It makes decisions on issues submitted by the Board of Directors involving company management.

     

     

    Translated by Viva

    General Meeting

    António Manuel de Carvalho F. Vitorino - Chairman

    Maria José Santana - Secretary


    Board of Directors

    The Board of Directors is responsible for running the company, and must abide by shareholders’ decisions and observe the Audit Committee recommendations. Under Novabase’s articles of association, the Board of Directors is comprised of five, seven, nine, eleven, thirteen or fifteen members, including the chairperson. The Board of Directors currently has thirteen directors. Directors are elected by a majority of votes cast at the General Meeting.

     

    The Board of Directors meets whenever it is summoned by its chairperson or by two other members. It must meet at least once a month. The Board of Directors may not make decisions without the majority of its members present. Decisions are passed by a majority of votes present, and the chairperson has a casting vote.

    Directors have a term of three calendar years, with the election year considered a full calendar year. There are no restrictions with regard to the re-election of directors. Novabase’s Board of Directors is responsible for running the company.

    Pursuant to the Corporate Governance Model passed at the General Meeting, the Board of Directors approved creation

  • of a Procedure for Communicating Irregular Practices. In accordance with the law, this was submitted to the Comissão Nacional de Protecção de Dados (Portuguese Data Protection Authority) for approval. This procedure will be implemented once approved.

    Chairman
    Rogério Carapuça

    Members
    Luis Paulo Salvado
    João Nuno Bento
    Álvaro José da Silva Ferreira
    Nuno Carlos Dias dos Santos Fórneas
    Francisco Paulo Figueiredo Morais Antunes 
    Luís Fernando de Mira Amaral

    Manuel Alves Monteiro
    João Luís Correia Duque
    José Afonso Oom Ferreira de Sousa
    Joaquim Sérvulo Rodrigues
    Paulo Jorge de Barros Pires trigo
    Pedro Miguel Quinteiro Marques de Carvalho


    Non-executive Directors

    Rogério dos Santos Carapuça
    Luís Fernando de Mira Amaral - Independent
    Manuel Alves Monteiro - Independent
    João Luís Correia Duque - Independent
    José Afonso Oom Ferreira de Sousa
    Joaquim Sérvulo Rodrigues
    Pedro Miguel Quinteiro Marques de Carvalho

    Executive Committee (EC)

    Emanating from the Board of Directors and with powers delegated by it, the Executive Committee is responsible for the everyday running of the company.


    Chairman
    Luís Paulo Cardoso Salvado

    Members
    João Nuno da Silva Bento
    Álvaro José da Silva Ferreira
    Nuno Carlos Dias dos Santos Fórneas
    Francisco Paulo Figueiredo Morais Antunes
    Paulo Jorge de Barros Pires trigo

  • Audit Committee

    Comprised of members of the Board of Directors appointed by the General Meeting of Shareholders, the Audit Committee is responsible for supervising company management and compliance with the law and articles of association, and for issuing an opinion on management’s annual report and accounts. Its supervisory powers ensure the independence and quality of company audits in accordance with the best international standards. It also ensures the efficacy of the company’s internal control system and monitors the company’s fulfillment of principles and best practices involving corporate governance.

    Chairman
    Luís Mira Amaral

    Members
    Manuel Alves Monteiro
    João Luís Correia Duque

    Board of Directors Performance Assessment Committee


    - Assist the Board of Directors in the assessment of its overall performance;

    - Assess the performance of the Executive Committee with respect to how it has been conducting Novabase’s strategic plan as defined by the Board of Directors, namely its specificity for each fiscal year as illustrated in its annual plan and budget;

    - Assess the performance of various existing committees on Novabase's Board of Directors.

    Chairman
    Rogério dos Santos Carapuça

    Members
    Luís Paulo Salvado

    Luís Mira Amaral

    José Afonso Oom Ferreira de Sousa

    Joaquim Sérvulo Rodrigues

    Pedro Miguel Quinteiro Marques de Carvalho

    Corporate Governance Assessment Committee

    The Corporate Governance Model Assessment Committee’s permanent and primary mission is to review, assess and verify the effectiveness of the corporate governance model, internal rules and procedures regarding Novabase’s structure and governance, as well as the Novabase

  • Group’s principles and practices of conduct in compliance with legal, regulatory and statutory provisions and recommendations, standards, as well as international and national best practices in this realm. The Corporate Governance Model Assessment Committee is also responsible for presenting recommendations and measures to improve the corporate governance model to the Novabase Board of Directors.

    Chairman
    Rogério dos Santos Carapuça

    Members
    Luís Paulo Salvado
    Manuel Alves Monteiro
    João Luís Correia Duque

    José Afonso Oom Ferreira de Sousa
    Joaquim Sérvulo Rodrigues


    Statutory Auditor

    The Statutory Auditor is responsible for examining the company’s accounts, together with supervisory duties involving the ongoing pursuit of the company’s corporate purpose.

    The official auditing firm "PricewaterhouseCoopers & Associados", represented by Jorge Manuel Santos Costa

    César Abel Rodrigues Gonçalves - Substitute Member


    Remuneration Committee (RC)

    The Remuneration Committee is responsible for setting the remuneration of governing body members.

    Chairman
    Francisco Luís Murteira Nabo


    Members
    Pedro Rebelo de Sousa

    João Quadros Saldanha

RODAPÉ