Related Party Transactions Committee
Pursuant to Article 30 of the Articles of Association, the Board may set up other committees, such as the Related Party Transactions Committee. This committee shall consist of no fewer than three (3) members. The majority of the members of the Related Party Transactions Committee shall be independent, although in the case of this committee it has one non-independent Member.
Members of the Related Party Transactions Committee shall be considered independent if they can perform their duties without being conditioned by relations with EDPR, its majority shareholders or its Directors and, if this is the case, meet the other requirements of applicable legislation.
The Related Party Transactions Committee is a body that belongs to the Board of Directors and performs the following duties, without prejudice to others that the Board may assign to it:
- Periodically reporting to the Board of Directors on the commercial and legal relations between EDP or related entities and EDPR or related entities
- In connection with the approval of the Company’s annual results, reporting on the commercial and legal relations between the EDP Group and the EDPR Group, and the transactions between related entities during the fiscal year in question
- Ratifying transactions between EDP and/or related entities with EDPR and/or related entities by the stipulated deadline in each case, provided that the value of the transaction exceeds EUR 5,000,000 or represents 0.3% of the consolidated annual income of the EDPR Group for the fiscal year before
- Ratifying any modification of the Framework Agreement signed by EDP and EDPR on May 7, 2008
- Making recommendations to the Board of Directors of the Company or its Executive Committee regarding the transactions between EDPR and related entities with EDP and related entities
- Asking EDP for access to the information needed to perform its duties
In addition to the Articles of Association, the Related Party Transactions Committee is governed by the regulations approved on June 4, 2008, and by the Board Regulations. The committee’s regulations are available at www.edpr.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 decisions that it makes at the first Board meeting held after each committee meeting.
The meetings of this 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.