Composition and nature of
the Corporate Bodies
Galp operates through its respective corporate bodies, with distinct responsibilities in terms of administration and supervision of corporate
activity. The corporate bodies of Galp are elected by the General Assembly for four-year terms.
The powers and nature of the main corporate bodies of Galp are described for the 2015-2018 mandate.
CORPORATE
BODY
MAIN POWERS AND CHARACTERISTICS
SELECTION AND APPOINTMENT
MEETINGS AND ATTENDANCE
2015
2016
The GSM consists of all shareholders and is
responsible for making decisions on matters
specifically assigned to it by law and by statute and
that are not assigned to other corporate bodies or
management matters where so requested by the
Board of Directors.
Each share carries a single vote and our company
statutes guarantee, in full and without restriction,
postal voting.
The GSM decides by simple majority, with absences
not counted, except in cases where the law or
statutes require qualified majorities.
The GSM board consists of three standing members: a
chairman, a vice-chairman and a secretary, in
accordance with the definition of the statutes.
The current members were elected at the GSM held on
16 April 2015, for the three-year term 2015-2018.
- 1 meeting
- 1 meeting
- 80.87% of
share capital
represented
- 73.5% of
share capital
represented
The Board of Directors is responsible for managing
the Company’s activities and deciding on any
administrative matters or other issues not included
in the exclusive powers of the shareholders meeting
at the GSM.
In the mandate for the four-year 2015-2018, the
Board of Directors is composed by 19 members.
The members of the Board of Directors are appointed
for a period of four calendar years, elected by the GSM.
In the event of permanent absence or temporary
impediment of any member of the Board of Directors,
the body shall proceed to co-opt a replacement
member and must submit this proposal for
endorsement by the next general shareholders
meeting.
The proposed choice of members is presented in the
form of lists, as provided in law and the Company’s
statutes, with an indication of the proposing
shareholders.
- 10 meetings
- 9 presential
meetings
The EC is the body responsible for the ongoing
management of our Company, as provided by the
delegation of powers and in line with the strategic
guidelines defined by the Board of Directors.
For the four-year term 2015-2018, the Executive
Committee consists of seven members.
The Executive Committee consists of five to seven
directors, including its Chairman (Chief Executive
Officer – CEO). These members are appointed by the
Board of Directors.
The assigned powers are distributed among the
executive directors, in accordance with the functional
assignments defined by the Chief Executive Officer.
- 47 meetings
- 46 meetings
- 95% stake
- 95% stake
The Remuneration Committee consists of
representatives of three shareholders, elected by the
GSM.
Its members are independent of the members of the
Company’s Board of Directors and supervisory bodies.
- 3 meetings
- 2 meetings
Remuneration
Committee
The Remuneration Committee is responsible for the
definition of the remuneration policy and the pay
amounts of the members of the corporate bodies.
This policy is annually reviewed and approved by the
GSM.
This Board evaluates the performance of the
executive and non-executive directors.
- 100% stake
- 100% stake
The Supervisory Board consists of three standing
members and one deputy member, elected by decision
of the GSM.
They meet the criteria of independence and have
suitable professional skills and qualifications for the
exercise of their functions.
- 15 meetings
- 13 meetings
Supervisory
Board
The Supervisory Board is responsible for oversight of
corporate business in four basic areas: (i) supervision
of Company activity; (ii) control of the Company’s
financial information; (iii) oversight of the internal
risk management, control and internal auditing
systems; (iv) receipt and processing of whistle
blowing.
- 95.2% stake
- 97.4% stake
The Statutory Auditor performs the checks and the
analyses required for the revision and legal
certification of the Company accounts and exercises
the other powers and attributions assigned by law.
The Statutory Auditor proposed to the GSM by the
Supervisory Board cannot be a member of that
company body.
The current company of statutory auditors and its
deputy were elected by the GSM held on 16 April 2015,
for the four-year mandate 2015-2018.
External
Auditor
The external auditor checks the application of the
policies and systems governing the pay of corporate
bodies and the efficacy and operation of the internal
control mechanisms and reports any deficiencies
detected to the Supervisory Board.
At Galp, we periodically select an external auditor, as
proposed by the Supervisory Board.
Company
Secretary
The Company Secretary provides specialist support
to the corporate bodies, particularly to the Chairs of
the Board of Directors and the Executive Committee,
in the exercising of their powers.
He acts to ensure that the performance of the
administrative and management bodies complies
with applicable legislation, with the Company
statutes and the internal regulations.
The standing Company Secretary and his deputy are
appointed by the Board of Directors for the same
mandate as the corporate bodies.
The Secretary has the suitable profile and skills for the
performance of his functions.
General
shareholders
meeting (GSM)
Board of
Directors (BD)
Executive
Committee (EC)
Statutory
Auditor
- 93.7% stake
- 90.3% stake
Not Applicable
Not Applicable
Not Applicable
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