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 16 April 2015, for the four-year term (2015-2018), ending 31 December 2018.

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, three are women, including the Chairman.

In accordance with the CMVM´s recommendations on the Corporate Governance 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:

  1. have been employees of the Company or of a company with which it has been in a controlling or group relationship in the past three years;
  2. in the past three years, have provided services or established a significant business relationship with the Company or a company with which it is in a controlling or group relationship, either directly or as a partner, director, officer or manager of a legal entity;
  3. are in receipt of remuneration paid by the Company or by a company with which it is in a controlling or group relationship, in addition to remuneration earned as a director;
  4. are a partner, spouse or relative in the first degree and up to and including the third degree of a director or an individual with a direct or indirect qualifying holding; or
  5. are qualifying shareholders or representatives of a qualifying shareholder.

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 2017 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 2017, the Board of Directors held 7 meetings having 78,3% of share capital represented and six were held by electronic vote. 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.

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.