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You are here: Home > About us > ... > Governing bodies > General meeting
     
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General meeting  
 

 

Year of appointment: 2011

Term: 2011-2013

Number of members: 3 standing members

 

Presidente Chairman | Daniel Proença de Carvalho

Degree in Law from the University of Coimbra in 1965.

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Daniel Proença de Carvalho is the chairman of the general meeting committee 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., PANATLÂNTICA – HOLDING, Sociedade Gestora de Participações Sociais, S.A., Vista Alegre Atlantis, SGPS, S.A., MOTA-ENGIL – SGPS, S.A.,EDIFER – INVESTIMENTOS, Sociedade Gestora de Participações Sociais, S.A, among others. He is the chairman of the board of directors of the Foundation Vieira da Silva and the chairman of the curator board of the Foundation D. Anna de Sommer Champalimaud and Dr. Carlos Montez Champalimaud and chairman of the board of directors of ZON Multimédia. He has a degree in Law from the University of Coimbra in 1965.

Vice-Presidente Vice-Chairman | Victor Manuel Pereira Dias

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

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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.

The general 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 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 meeting board were appointed in the general meeting of 30 May 2011 for a three-year term, which ends on 31 December 2013.

The general 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 meetings and draft the minutes thereof. 


According to Galp Energia's articles of association, the general 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 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 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 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 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 (UK time) of the fifth trading day prior the meeting, can participate in the general 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: 11 May 2012

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