3 rd session: Corporate Governance

1. 3rd session:Corporate Governance Performance Evaluation IMSc in Business Administration October-November 2007 Ricardo F Reis rireis@fcee.ucp.pt

2. What is Corporate Governance? • Examples: • BMW • Brisa • Walgreens • Volkswagen • United Ricardo F Reis rireis@fcee.ucp.pt

3. I. Ensuring the basis for an effective corporate governance framework • The corporate governance framework should promote transparent and efficient markets, be consistent with the rule of law and clearly articulate the division of responsibilities among different supervisory, regulatory and enforcement authorities. Ricardo F Reis rireis@fcee.ucp.pt

4. II. The rights of shareholders and key ownership functions • The corporate governance framework should protect and facilitate the exercise of shareholders’ rights. Ricardo F Reis rireis@fcee.ucp.pt

5. III. The equitable treatment of shareholders • The corporate governance framework should ensure the equitable treatment of all shareholders, including minority and foreign shareholders. All shareholders should have the opportunity to obtain effective redress for violation of their rights. Ricardo F Reis rireis@fcee.ucp.pt

6. IV. The role of stakeholders in corporate governance • The corporate governance framework should recognise the rights of stakeholders established by law or through mutual agreements and encourage active co-operation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises. Ricardo F Reis rireis@fcee.ucp.pt

7. V. Disclosure and transparency • The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership, and governance of the company. Ricardo F Reis rireis@fcee.ucp.pt

8. VI. The responsibilities of the board • The corporate governance framework should ensure the strategic guidance of the company, the effective monitoring of management by the board, and the board’s accountability to the company and the shareholders. Ricardo F Reis rireis@fcee.ucp.pt

9. CMVM Recommendations • Report on Compliance Ricardo F Reis rireis@fcee.ucp.pt

10. Recommendation 1: Contact with the market • The company should ensure the existence of permanent contact with the market, respecting the principle of shareholder equality and preventing information access asymmetries between Investors. For this purpose, the society should create an Investor support office. Ricardo F Reis rireis@fcee.ucp.pt

11. Recommendation 2: Exercising voting rights • Active exercise of voting rights should not be restricted in any way, either directly, namely by correspondence, or by representation. The following are considered as restrictions to active exercise of voting rights: a) imposition of deadlines for deposit or blocking of shares for participation in General Meetings’ exceeding 5working days; 5) any statutory restrictions to voting by correspondence; c) imposition of deadlines exceeding 5 working days for reception of votes by correspondence. Ricardo F Reis rireis@fcee.ucp.pt

12. Recommendation 3: Internal control • The company should create an internal control system for effective detection of risks linked to company activity, in order to safeguard its assets and promote corporate governance transparency. Ricardo F Reis rireis@fcee.ucp.pt

13. Recommendation 4: Transferring shares • Any measures adopted to prevent success of takeover bids should respect the com pan/s and Shareholders’ interests. Any defensive clauses resulting in company asset erosion in the event of a control transfer or alterations in Executive Administration bodies that may prove detrimental to free share transferability and free assessment of Executive Board members’ performance by Shareholders are considered contrary to these interests. Ricardo F Reis rireis@fcee.ucp.pt

14. Recommendation 5: Composition and functioning of the board • The Executive Board should be composed by a variety of members engaged in effective guidance of company management and its senior managers Ricardo F Reis rireis@fcee.ucp.pt

15. Recommendation 5-A: Balance between executive and non-executive members • The management body should include a sufficient number of non-executive directors, whose role is to continuously follow and evaluate company management by the executive board members. Members of other governing bodies may perform complementary or, at the least, substitute roles, provided they have equivalent supervision competences and actually exercise them. Ricardo F Reis rireis@fcee.ucp.pt

16. Recommendation 6: Independent Board members • Non-executive members of the management body should include a sufficient number of independent members. In cases where only one non-executive Director exists, this individual should be an independent member. Independent members of other governing bodies may perform complementary or at least, substitute roles, provided they have equivalent supervision competences and actually exercise them. Ricardo F Reis rireis@fcee.ucp.pt

17. Recommendation 7: Internal evaluation of corporate governance • The management body should create internal control commissions with structure and corporate governance evaluation competencies. Ricardo F Reis rireis@fcee.ucp.pt

18. Recommendation 8: Executive compensation • The remunerations of the management body members should be structured in order to allow alignment of their interests with company interests and should be individually disclosed on an annual basis. Ricardo F Reis rireis@fcee.ucp.pt

19. Recommendation 8-A: Approval of the compensation policy • A declaration on the governing bodies’ remuneration policy should be submitted to appreciation by the Annual General Meeting of Shareholders. Ricardo F Reis rireis@fcee.ucp.pt

20. Recommendation 9: Independence of the compensation committees • Members of the remuneration commission or equivalent body should be independent from the management body. Ricardo F Reis rireis@fcee.ucp.pt

21. Recommendation 10: Granting of shares or stock options • Proposals relative to approval of share attribution plans and/or share acquisition options, or based on share price variations, to members of the management body and/or staff should be submitted to the General Meeting of Shareholders. Proposals should include all necessary elements for correct plan evaluation. Proposals should be accompanied by plan regulations or if these have not yet been elaborated, general conditions the plan should obey to. Ricardo F Reis rireis@fcee.ucp.pt

22. Recommendation 10-A: Reporting irregularities • The company should adopt a policy of communication of any alleged internal irregularities occurred, consisting of the following elements: indication of means that may be used for internal communication of irregular practices, including legitimate communication recipients, and communications processing, including confidential treatment, if this is wished by the communicating party. General guidelines relative to this policy should be disclosed in tie corporate governance report. Ricardo F Reis rireis@fcee.ucp.pt

23. Recommendation 11: Institutional Investors • Institutional Investors should consider their responsibilities relatively to diligent, efficient and critical use of the rights associated to the assets they hold or whose management is entrusted to them, namely concerning information and voting rights. Ricardo F Reis rireis@fcee.ucp.pt