Performance evaluation and remuneration
Directors are subject to an annual performance assessment to continue their mandate. This assessment is made in the form of a vote of praise and/or confidence given by shareholders at each annual General Shareholders Meeting according to Article 376 (1) and 455 of the Commercial Companies’ Code. The lack of a positive outcome from annual performance assessments, through a motion of no confidence, may result in the removal of the relevant director(s) from office.
The Remuneration Committee is the corporate body responsible for setting the remuneration policy and the effective remuneration of the directors, members of the supervisory bodies and members of the General Shareholders Board. This Committee is also responsible for the performance evaluation of the Executive Committee members and for setting their respective variable remuneration. The mandate of the Remuneration Committee is granted directly by the General Shareholders Meeting pursuant to Article 8 of the By-laws.
The Remuneration Committee submitted to the approval of the General Shareholders Meeting, held on 15 May 2018, a statement on the remuneration policy for the management and supervisory bodies. This statement describes the process for setting and implementing the Remuneration Policy for 2018, as well as its general objectives and principles, in accordance with Law 28/2009, of 19 June 2009, and in line with the CMVM (Portuguese Securities Commission’s) Regulation No 4/2013 and the CMVM´s (Portuguese Securities Commission’s) Corporate Governance Code, in order to ensure greater clarity and effectiveness in communicating the Remuneration Policy, both to the market and to shareholders. The Remuneration Policy for 2018 is available here.
The remuneration on non-executive members of the Board of Directors is a fixed monthly sum, paid 12 times a year, in an amount set by the Remuneration Committee, taking into account the standard market practice, which may be differentiated, in the case of the Chairman of the Board of Directors, in recognition for the special functions of the Company´s representation assigned to him/her and in the case of non-executive members of the Board of Directors who perform special functions of supervision and monitoring of the Company, as a result of a special duty assigned by the Board of Directors or as part of the committees established by that body, currently existing or that may be created in the future. The remuneration of non-executive members of the Board of Directors does not include any amount based on the Company’s performance.
For more information on directors remuneration, please see Corporate Governance Report 2017.
For information on executive directors remuneration, please see “Performance evaluation and remuneration” of the Executive Committee.