Audit and Control Committee
Pursuant to Article 28 of the Articles of Association, the Audit and Control Committee consists of no fewer than three (3) and no more than five (5) Directors. The majority of the members shall be independent.
The Audit and Control Committee is a permanent body and performs supervisory tasks independently from the Board of Directors.
Pursuant to Article 28 of the Articles of Association, the members of the Audit and Control Committee are appointed by the Board of Directors. The term of office of the Chairperson of the Audit and Control Committee is three (3) years, after which he may only be re-elected for a new term of three (3) years. Nonetheless, chairpersons leaving the committee may continue as members of the Audit and Control Committee.
The Audit and Control Committee guarantees the compliance of the following points:
- Reporting, through the Chairperson, at General Meetings on questions falling under its jurisdiction
- Proposing the appointment of the Company’s auditors to the Board of Directors for subsequent approval by the General Meeting, as well as the contractual conditions, scope of the work – specially concerning audit services, “audit related” and “non audit” – annual activity evaluation and revocation or renovation of auditor appointments (to comply with Recommendation III.1.5 of the Portuguese Corporate Governance Code of 2010)
- Supervising the financing reporting and the functioning of the internal risk management and control systems, as well as, evaluate those systems and propose the adequate adjustments according to the Company necessities (to comply with Recommendation II.1.1.3 of the Portuguese Corporate Governance Code of 2010)
- Supervising internal audits and compliance (to comply with Recommendation II.4.6 of the Portuguese Corporate Governance Code of 2010)
- Establish a permanent contact with the external auditors, to assure the conditions, including the independence, adequate to the services provided by them, acting as a the Company speaker for these subjects related to the auditing process and receiving and maintaining information on any other questions regarding accounting subjects (to comply with Recommendation II.4.4 of the Portuguese Corporate Governance Code of 2010)
- Preparing an annual report on its supervisory activities, including eventual constraints, and expressing an opinion on the Management Report, the accounts and the proposals presented by the Board of Directors (to comply with Recommendation II.4.3 of the Portuguese Corporate Governance Code of 2010)
- Receiving notices of financial and accounting irregularities presented by the Company’s employees, shareholders or entity that has a direct interest and judicially protected, related with the Company social activity (to comply with Recommendation II.1.4.1 of the Portuguese Corporate Governance Code of 2010)
- Engaging the services of experts to collaborate with Committee members in the performance of their functions. When engaging the services of such experts and determining their remuneration, the importance of the matters entrusted to them and the economic situation of the company must be taken into account
- Drafting reports at the request of the Board and its committees
- Reflecting on the governance system adopted by EDPR in order to identify areas for improvement
- Any other powers entrusted to it by the Board of Directors or the Articles of Association
In addition to the Articles of Association and the law, this committee is governed by the regulations approved on June 4, 2008, amended on May 4, 2010 and also by the Board regulations. The committee’s regulations are at the shareholders’ disposal at www.edprenovaveis.com.
The committee shall meet at least once a quarter and additionally whenever its Chairperson sees fit.
This committee shall draft minutes of every meeting held and inform the Board of Directors of its decisions at the first Board meeting held after each committee meeting.
The meetings of the Audit and Control Committee shall be valid if at least half of the Directors on it plus one are present or represented. Decisions shall be adopted by simple majority. The Chairperson shall have the casting vote in the event of a tie.