About the Audit, Control and Related Party Transactions Committee
Pursuant to Article 28 of the Articles of Association, the Audit, Control, and Related Party Transactions Committee consists of no fewer than three (3) and no more than five (5) Directors. Currently, all of its members are independent.
The members of the Audit and Control Committee are appointed by the Board of Directors. The term of office of its Chairman is of three (3) years, after which he may only be re-elected for a new term of three (3) years. Nonetheless, Chairman leaving the Committee may continue as members of the Audit, Control and Related Party Transactions Committee.
This Committee is a permanent body and performs shall supervisory functions of Audit and Control independently from the Board of Directors, as well as, supervisory functions of the transactions between Related Parties.
The Audit, Control and related Party Transactions Committee will perform the following supervisory functions of Audit and Control independently from the Board of Directors:
- Reporting, through the Chairman, at General Meeting son 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.
- 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.
- Supervising internal audits and compliance.
- Establish a permanent contact with the external auditors, to assure the conditions, including the independence, adequates 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.
- 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.
- 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.
- 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.
The Audit, Control and Related Party Transactions Committee shall perform the following tasks entrusted to it by the Board of Directors, which may assign other tasks as well:
- Periodically reporting to the Board of Directors on the commercial and legal relations between EDP or related entities and EDP Renováveis 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 EDP Renováveis Group, and the transactions between related entities during the fiscal year in question.
- Ratifying transactions between EDP and/or related entities with EDP Renováveis and/or related entities by the stipulated deadline in each case, provided that the value of the transaction exceeds €5.000,000 or represents 0.3% of the consolidated annual income of the EDP Renováveis Group for the fiscal year before.
- Ratifying any modification of the Framework Agreement signed by EDP and EDP Renováveis on 7 May 2008.
- Making recommendations to the Board of Directors of the Company or its Executive Committee regarding the transactions between EDP Renováveis and related entities with EDP and related entities.
- Asking EDP for access to the information needed to perform its duties.
- Ratifying, in the correspondent term according to the necessities of each specific case, the transactions between Qualifying Holdings other than EDP with entities from the EDP Renováveis Group whose annual value is superior to 1.000.000€.
- Ratifying, in the correspondent terms according to the necessities of each specific case, the transactions between Board Members, “Key Employess” and/or Family Members with entitled from EDP Renováveis Group whose annual value is superior to 75.000€.
In addition to the Articles of Association and the law, this Committee is governed by the regulations approved on June 27, 2018, and also by the Board regulations.
The Committee shall meet at least once a quarter and additionally whenever its Chairman sees fit and will 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 Chairman, who must be independent, shall have the casting vote in the event of a tie.