Executive Committee  

 

According to the Company’s articles of association, the Executive Committee shall be composed of between five and seven directors – including its Chairman or Chief Executive Officer (CEO) – who are appointed by the Board of Directors for a term no longer than three years coinciding with the Board members’ own term.

Meetings are valid when the majority of Executive Committee members attend. According to the law and the Company’s articles of association, re-solutions are passed by a simple majority of the attending Directors. The Executive Committee is responsible for the day-to-day management of  Galp  Energia’s  business  in  accordance  with  the  strategic  guidelines laid down by the Bard of Directors.

Using the powers delegated by the Board of Directors according to the Company’s articles of association, the Executive Committee conducts the performance of the business units and corporate services, supervises these units, promotes synergies between the units, allocates critical resources, manages human resources, formulates the brand strategy and supervises the attainment of the goals set, establishing policies across the Company.

The Chairman of the Executive Committee convenes and conducts the Committee’s meetings, ensures that its decisions are properly executed, coordinates its activities and makes sure that information flows continually to the Non-Executive Directors.

Day-to-day management of the Company

With the exception of matters that are of the exclusive responsibility of shareholders at the general shareholders meeting and of the Board of Directors, the Executive Committee, under the powers delegated by the Board of Directors, is in charge of the Company’s day-to-day management and will act in the interest of the Company and its shareholders and of other stakeholders, considered together rather than individually for this purpose, complying in all circumstances with applicable law and respecting the values and models of behaviour generally accepted in the market.

The Executive Committee shall also submit to the Board of Directors any matters which, due to their importance, it believes justify approval by that governing body.

• To manage the corporate business and take all actions required for the Company’s core business operations (exploration and production, refining, transportation and marketing of oil and derivatives, activities in the gas industry, production and marketing of electric power) that do not lie within the Board of Directors’ exclusive decision-making preserve or otherwise exceed the powers hereby assigned;
• To represent the Company in or out of court, with the powers to abandon, relent or confess in any legal proceedings as well as agree to any arbitral awards;
• To buy, sell or, in any form, dispose of or encumber any rights, namely those relating to equity holdings and property (except for strategic investments or divestments by the Company or any companies it may control, a matter that lies within the exclusive decision-making preserve of the Board of Directors) but always within the scope of Company’s main activities and provided the involved sums do not exceed the following limits:
• €50 m, for items included in the plans and budgets approved by the Board of Directors and still in force, except for strategic investments and related funding that fall within the decision-making preserve of the Board of Directors;
• The lesser between 20% of the sums in the annual budget or business plan for the item in question and 10% of the annual budget, in the case of non-strategic transactions not included in the annual budget or business plan;
• To authorise associates to execute investments within their management powers, as defined by the Board of Directors;
• To develop the Company’s technical and administrative structure as well as its internal standards, namely on staff and their remuneration, on the basis of the resolutions of the board of directors which have set the basic organisational and management structure of the Company and the Group;
• To enlarge or reduce the scope of the Company’s or the Group’s operations in accordance with the plans and strategies previously approved by the Board of Directors and subject to the powers defined by article 18 of the articles in association;
• To change the Company’s set-up, open or close branches, delegations or other forms of representation, domestically or abroad, provided these actions do not involve any alterations of the articles of association or the break-up, merger and liquidation of associates or otherwise do not include matters that, according to the Company’s articles of association, are part of the exclusive decision-making preserve of the Board of Directors;
• To issue binding instructions to the management of associates, respecting the Board of Directors’ resolutions concerning their management autonomy, namely in respect of: 
• The matters within Galp Energia’s exclusive decision-making preserve;
• The limits of commitments and spending, whether or not they are contained in approved plans and budgets;
• The rules and procedures regarding matters that should be standardised within the Group;
• The procedures that should govern intra-group transactions;
• To establish or terminate a major and lasting cooperation with strategic partners selected by the Board of Directors using its exclusive decision-making powers or other companies, in accordance with the plans and strategies previously approved by the Board of Directors;
• To appoint Galp Energia’s representatives to the general shareholders meetings of juridical persons where Galp Energia has an equity stake or otherwise is a partner and give them the necessary instructions, except for the presentation and voting, in the general shareholders meetings of companies directly controlled by the Company, of proposals for the composition or reshuffle of their governing bodies, alteration of the articles of association and dividend distribution, which are matters that lie within the exclusive decision-making preserve of the Board of Directors, as laid down in the Company’s articles of association;
• To appoint attorneys with the powers deemed appropriate and within the limits set by the articles of association and the relevant resolution of the Board of Directors.

In the current term (2008-2010), the Executive Committee has the following composition:

	Chief Executive Officer | Manuel Ferreira De Oliveira He has a degree in Electric Engineering from the Engineering Faculty at the University of Porto, a Master of Science in Energy from the University of Manchester and a PhD in Energy from the University of Manchester.
	Executive Director (CFO) | Claudio De Marco Degree in economics and banking at the University of Siena and a master's degree in Management Control at SDA Bocconi. Galp Energia's Chief Financial Officer and member of the Board of Directors and the Executive Committee.
	Executive Director | Fernando Manuel dos Santos Gomes Degree in Economics and Visiting Professor at Universidade Lusíada of Porto.
	Executive Director | André Freire de Almeida Palmeiro Ribeiro Degree in Business Administration from Universidade Católica de Lisboa. He held various management positions at Credit Suisse First Boston, Londres, including Director (2003-2005).
	Executive Director | Carlos Nuno Gomes da Silva Degree in Electrical Engineering and Computer Science from the University of Porto's Engineering Faculty and a master's degree in Business Administration.
	Executive Director | Fabrizio Dassogno Degree in Civil Engineering at the University of Bologna. He holds several positions, such as Chairman of the Boards of Directors of Galp Gás Natural, S. A., Galp Power and Galp Central de Ciclo Combinado de Sines, S. A.