Executive Committee

The Executive Committee has day to day company management powers, as delegated by the Board of Directors.

According to Article 18 of By-Laws, the Executive Committee must be composed of 5 to 7 administrators, including its President.

Currently, the Executive Committee consists of 5 members, appointed by the Board of Directors on 12 April 2019, 5 February 2021 and 23 July 2021, for the four-year term (2019-2022) which ends on 31 December 2022.

Powers and Operation

Powers

The Executive Committee is responsible for the day-to-day management of the Company in line with the strategic guidelines defined by the Board of Directors and the powers delegated also by the Board of Directors, that can be consulted here.

In order to ensure effective and efficient monitoring by the non-executive members of the activity of the Executive Committee and to facilitate the related duty to inform, a range of mechanisms were adopted. The calls and minutes of the meetings of the Executive Committee are sent to the Chairman of the Board of Directors and to the Chairman of the Audit Board.

Notwithstanding the collective exercise of the Executive Committee´s powers, a functional allocation, among the members of the Executive Committee, of areas of action in respect of the business and activities of the Company and of its controlled or subsidiary companies, was approved.

Operation

Pursuant to the Regulations of the Board of Directors, the Executive Committee shall approve, at the beginning of each term, the rules that define the principles and rules of the organization and its operation, which can be found here.

In accordance with the Regulations of the Executive Committee, the Executive Committee must meet once a week and meets validly if the majority of its members are present. The respective decisions are made with the votes of the majority of directors attending.

In 2020, the Executive Committee held 48 meetings with the presence of 99,7% of its members.

Performance evaluation and remuneration

The performance of the executive directors is evaluated based on fulfillment of certain economic, financial and operational objectives, as defined annually in the Remuneration Policy submitted by the Remuneration Committee and approved by the General Shareholders Meeting.

Board executive member’s remuneration as set in the Remuneration policy of members of the Company's corporate bodies approved at the Annual General Meeting of 23 April 2021 by a majority of 97,93% of the share capital and voting rights, involves three main components: fixed remuneration, annual variable remuneration and three-yearly variable remuneration.

The remuneration structure is as follows:

As of 2021, the CEO's remuneration also incorporates a specific incentive to create long-term value, aligned, in particular, with the Company's economic and environmental sustainability concerns and with the achievement of the respective strategic objectives, in the form of  the right to a set of Galp shares, or equivalent value, attributable to three-year periods. The number of shares will be based on an amount equivalent to 60% of the CEO's gross fixed annual remuneration, which is adjusted by the performance factor at the end of the 3-year period, according to the following categories: (i) Total Shareholder Return ( TSR), (ii) Peer ranking in terms of TSR and growth of Cash Flow From Operations and (iii) Reduction of CO2 intensity. If the absolute TSR is negative at the end of the period, the incentive will not be applied.

The remuneration of Galp’s directors includes all remunerations due for posts held on corporate bodies in other Group companies.

The Remuneration Policy for 2020 establishes that, in case of a judicial decision for unlawful action against one or more members of the Executive Committee that results or has resulted in a restatement or an impairment of the financial statements in terms detrimental to the Company, the Remuneration Committee may request the Board of Directors to adopt the adequate measures for the clawback of an amount of the variable remuneration paid to said member(s) that is deemed appropriate in relation to the relevant period of said unlawful action.The Remuneration Policy for 2018 establishes that, in case of a judicial decision for unlawful action against one or more members of the Executive Committee that results or has resulted in a restatement or an impairment of the financial statements in terms detrimental to the Company, the Remuneration Committee may request the Board of Directors to adopt the adequate measures for the clawback of an amount of the variable remuneration paid to said member(s) that is deemed appropriate in relation to the relevant period of said unlawful action.

The total and individual annual amount of remuneration received by the members of the Board of Directors during each financial year, as set by the Remuneration Committee, is provided in the Corporate Governance Report 2020.

The ratio Galp´s stock ownership held by the Chief Executive Officer/ his annual fixed salary is 0.1544.

The ratio average stock ownership by Executive Officers (other than the Chief Executive Officer)/average their annual fixed salary is 0.1561.

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