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General shareholders meeting  
 

 

Year of appointment: 2011

Term: 2011-2013

Number of members: 3 standing members

 

Presidente Chairman | Daniel Proença de Carvalho

Similar role in Portugália – Administração de Patrimónios, Renova – Fábrica de Papel do Almonda and Estoril Sol. He is the Chairman of the Board of Directors of Cimpor and ZON Multimédia, and he is a Member of the Remuneration Committee of BES.

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Daniel Proença de Carvalho is the Chairman of the General Meeting Board of Galp Energia, SGPS, S.A. He has similar roles in other companies, namely Portugália – Administração de Patrimónios, S.A., Renova – Fábrica de Papel do Almonda, S.A., Estoril Sol, SGPS, S.A. He is the Chairman of the Board of Directors of Cimpor – Cimentos de Portugal, S.A. and of ZON Multimédia, SGPS, S.A. and he is a Member of the Remuneration Committee of Banco Espírito Santo, S.A. In companies that do not qualify as commercial companies, he is the Chairman of the Curator Board of the Foundation D. Anna de Sommer Champalimaud and Dr. Carlos Montez Champalimaud (Champalimaud Foundation), the Chairman of the General Meeting of AEM – Associação de Empresas Emitentes de Valores Cotados em Mercado, in representation of ZON Multimédia - Serviços de Telecomunicações e Multimedia, SGPS, S.A., Chairman of the Board of the General Meeting of Portuguese Institute of Corporate Governance and he is a Member of other foundations. He has a Degree in Law from the University of Coimbra.

Vice-Presidente Vice-chairman | Victor Manuel Pereira Dias

He is also Manager at COMERCIME - Comercialização de Cimentos. Additionally, he was the Manager of TMN – Telecomunicações Móveis Nacionais and the Manager and President of the Corporate Governance Commission of Portugal Telecom.

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Victor Manuel Pereira Dias is the Vice-President of the general meeting board of Galp Energia, SGPS, S.A., also occupying the positions of Manager of COMERCIME - Comercialização de Cimentos, Lda, since 1994. Victor Manuel Pereira Dias was the Manager of TMN – Telecomunicações Móveis Nacionais (National Mobile Telecommunications), S.A., between 2003 and 2006 he was the Manager of Portugal Telecom SGPS, S.A. between 1997 and 2003, and President of the Corporate Governance Commission of Portugal Telecom SGPS, S.A., from 2000 to 2003. He has a University Degree in Economics from ISCEF, presently ISE, in 1964.

Secretário Secretary | Maria Helena Claro Goldschmidt

She is also the corporate secretary of Group Galp Energia since 2001 and a member of the general meeting board of several companies of Group Petrogal and Galp Energia, since 2000.

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Maria Helena Claro Goldschmidt is secretary of the general meeting board of Galp Energia since November 2012. She is also the corporate secretary of Group Galp Energia since 2001 and a member of the general meeting board of several companies of Group Petrogal and Galp Energia, since 2000. Maria Helena Claro Goldschmidt has a degree in Law Faculdade de Direito da Universidade Católica de Lisboa and a Postgraduate degree in “Update on Energy Law” from Faculdade de Direito da Universidade de Lisboa.

The general shareholders meeting is the space for shareholder participation being the top decision body of the society

This body convenes annually and extraordinary, whenever it is appointed according to the terms of the articles of association. The conduction of the general meetings and the draft of the minutes are guaranteed by the General Shareholders Meeting Board, which is composed of a chairman, a vice-chairman and a secretary, according to Galp Energia's articles of association.

 

The current members of the General Shareholders Meeting Board were appointed at the general shareholders meeting held on 30 May 2011 for a three-year term, which ends on 31 December 2013.

The general shareholders meeting is the maximum body of the Company, where the shareholders that have the conditions set out in the articles of association are represented

 

Powers

The duties of the general meeting board are to conduct the general shareholders meetings and draft the minutes thereof. 


According to Galp Energia's articles of association, the general shareholders meeting can only convene for the first time when shareholders that hold at least 51% of the share capital are present.

 

Except where the law requires qualified majorities or where this agreement requires a qualified majority, the resolutions of the general shareholders meeting are taken by a majority of the votes cast, not counting abstentions.


According to the Company's articles of association, the article 386, paragraph 4 of the Companies Code is not applicable to Galp Energia's general shareholders meetings. This means the resolutions of the general meeting convened in a second meeting about matters related to change of the Company contract, merger, break-up, transformation, liquidation or other matters for which the law requires a supermajority will not be decided by the majority of votes, although shareholders that hold at least half of the share capital are present. These matters are considered to have been approved only if they attract a supermajority of two-thirds.

 

According to paragraph 5 of article 12 of the Company’s articles of association, the resolutions by the general sharehodlers meeting of shareholders relating to the matters listed below are considered to have been approved only if they attract a supermajority of two-thirds:

 

  • Approval of new strategic guidelines;
  • Allocation of net income for the year or any distribution of assets to shareholders;;
  • Issuance of securities outside the scope of powers of the Board of Directors;
  • Proposals of strategic partnerships submitted to the general shareholders meeting’s approval by the Board of Directors;
  • Approval of the Company’s separate and consolidated annual accounts;
  • Transactions involving the breakup,merger or liquidation of the Company.

 

Workings

Only shareholders with voting rights can participate in the general meeting - one vote is attached to each share. Shareholders with at least one share registered in their names, by no later than 00:00 (GMT) of the fifth trading day prior the meeting, can participate in the general shareholders meetings.

 

 

Year of appointment: 2011

Term: 2011-2013

Number of members: 3 standing members

 

Chairman | Daniel Proença de Carvalho

Degree in Law from the University of Coimbra in 1965.

 

 

 

 

 

Vice-Chairman | Victor Manuel Pereira Dias

Degree in Economics from ISCEF, presently ISE, in 1964.

 

 

 

 

 

Secretary | Pedro Antunes de Almeida

Degree in Economics and Sociology from the Universidade Nova de Lisboa.

 

 

 

 

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Last update: 05 Apr 2012

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