Board of Directors

The Board of Directors is responsible for managing the Company.

The current 19 members of the Board of Directors, elected at the General Shareholders Meeting on 12 April 2019, for the four-year term (2019-2022), ending 31 December 2022.

For information on directors ownership of the Company´s shares, please click here

Galp´s Board of Directors has a balanced combination of 7 executive and 12 non-executive, out of which five are independent directors, including one vice-chairman. Out of 12 non-executive directors, five are women, including the Chairman. Out of 7 executive directors, two are women.

In accordance with the Portuguese Institute of Corporate Governance´s Code, adopted by the Company, the members of the Board of Directors are considered independent if they are not related with any specific interest group in the Company and are not in any situation that might affect their impartiality of analysis or decision-making, in particular because they:

i. having carried out functions in any of the company’s bodies for more than twelve years, either on a consecutive or non-consecutive basis;

ii. having been a prior staff member of the company or of a company which is considered to be in a controlling or group relationship with the company in the last three years;

iii. having, in the last three years, provided services or established a significant business relationship with the company or a company which is considered to be in a controlling or group relationship, either directly or as a shareholder, director, manager or officer of the legal person;

iv. having been a beneficiary of remuneration paid by the company or by a company which is considered to be in a controlling or group relationship other than the remuneration resulting from the exercise of a director’s duties;

v. having lived in a non-marital partnership or having been  the spouse, relative or any first degree next of kin up to and including the third degree of collateral affinity of company directors or of natural persons who are direct or indirect holders of qualifying holdings, or

vi. having been a qualified holder or representative of a shareholder of qualifying holding.

The members of the Board of Directors have acknowledged skills, academic backgrounds and professional experience, considering the activities pursued by the Company and the strategy defined for the coming years. For information on directors‘ knowledge and experience diversity, please see on Galp´s Corporate Governance Report 2018 the systematised representation of the skills, their biografies and the positions held on other companies.

The Diversity Policy of the Board of Directors and Audit Board, approved by the Board of Directors can be seen here.

Appointment and replacement

The General Shareholders Meeting is responsible for appointing and replacing the members of the Board of Directors, including the Chairman. In the event of permanent absence or impediment of any member of the Board of Directors, this body shall proceed to co-opt a member and submit its proposal for ratification by the next General Shareholders Meeting.

For the purposes of the replacement of a director due to permanent absence, provided in Article 393(1) of the Commercial Companies´ Code. The By-laws provide that a director is deemed permanently absent when, without justification accepted by the Board of Directors, s/he misses three consecutive meetings or five non-consecutive meetings.

Powers and Operation

Powers

The Board of Directors is responsible for managing the Company´s activities and deciding on any matter of the Company’s management or others not included in the exclusive competence of the General Shareholders Meeting.

The Chairman of the Board of Directors, who is not a member of the Executive Committee, represents the Board of Directors and the Company and is responsible for is responsible for convening and conducting the meetings of the Board of Directors and supervising the relationship between the Company and its shareholders.

The Board of Directors delegates to the Executive Committee the day-to-day management of the Company and designates the respective President. Resolutions of the Board of Directors are passed by simple majority of the votes cast, except in relation to the matters listed below, that require a qualified majority of two thirds of the votes cast, pursuant to Article 17 of By-laws

  1. approval of investments and divestments of the Company and companies controlled by it, and their financing, in excess of € 75 million;
  2. business of the Company and companies controlled by it, with any entities related to stockholders, in excess of € 20 million;
  3. approval and amendment of strategic and business plans and their financing;
  4. issuance of bonds or other securities within the powers of the Board of Directors;
  5. proposals for amendments to Company´s By-laws;
  6. participation in business not included in the core activities of the Company and companies controlled by it;
  7. proposals for a demerger, merger, transformation and winding-up of the Company and companies controlled by it;
  8. signing parity group or subordination agreements on behalf of the companies directly controlled by the Company;
  9. structure of the Executive Committee; and 
  10. provision of personal or in rem guarantees.
Operation

The Board of Directors operates according to the rules of organisation and operation approved by it at the beginning of each term of office, pursuant to Article 16 of the By-laws.

The rules on the operation and organization of the Board of Directors are set out in the Board of Directors Regulations.

The Board of Directors´ meetings are held on a monthly basis, unless decided otherwise, and exceptionally whenever called by the Chairman or by any two directors. In 2018, the Board of Directors held 9 meetings, in which two were held by electronic vote, having 92.98% of share capital represented. To see the degree of attendance to the meetings, please click here.

Each director may be represented at each meeting by another director, delegating to him/her such powers, in writing (letter addressed to the Chairman of the Board of Directors), so that s/he may represent him/her for all intents and purposes, and can only be used at the meeting it refers to.

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.

In addition, the Board of Directors reviews its performance (including the executive members) and the performance of its committees on an annual basis, taking into account the accomplishment of the Company’s strategic plan and budget, its risk management, its internal functioning, and the contribution of each member to these objectives, as well as their relationships with the Company’s other bodies and committees. At its meeting of 8 February 2019, the Board of Directors carried out this performance review.

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 12 April 2019, 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 2019, 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 ) Corporate Governance Code of the Portuguese Institute of Corporate Governance, in order to ensure greater clarity and effectiveness in communicating the Remuneration Policy, both to the market and to shareholders. The Remuneration Policy for 2019 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 2018.

For information on executive directors remuneration, please see “Performance evaluation and remuneration” of the Executive Committee.