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Board of Directors  
 

 

Year of appointment: 2012

Term: 2012-2014

 

Presidente Chairman | Américo Ferreira de Amorim

Américo Amorim is a Portuguese businessman and is the Chairman of Grupo Amorim for over 30 years, an economic group that comprises around 200 companies.

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Américo Ferreira de Amorim is the Chairman of the Board of Directors and a Member of the Committee on International Strategy since April 2012. The businessman is the Chairman of Grupo Amorim for over 30 years, an economic group which comprises around 200 companies. Entrepreneurship has always accompanied Américo Amorim, where can be highlighted the establishement of Sociedade Portuguesa de Investimento which became known Banco BPI, the development of the actual biggest Portuguese bank, Millennium BCP and the establishment of Telecel, telecom company. In 2005, establishes BIC – Banco Internacional de Crédito in Angola and more recently establishes Banco BIC Português in a way to promote the economic relations between Portugal and Angola.

Vice-Presidente Vice-chairman | Manuel Ferreira De Oliveira

Manuel Ferreira De Oliveira is Galp Energia's Vice-Chairman of the Board of Directors since April 2006 and Galp Energia's Chief Executive Officer since January 2007.

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Manuel Ferreira De Oliveira is Galp Energia's Vice-Chairman of the Board of Directors since April 2006 and Galp Energia's Chief Executive Officer since January 2007. Before joining Galp Energia, he was the Chairman of the Board of Directors and the Chief Executive Officer of Unicer – Bebidas de Portugal, SGPS, S.A. from 2000 to 2006, and the Chairman of the Board of Directors and the Chief Executive Officer of Petrogal from 1995 to 2000. From 1980 to 1995 he held executive responsibilities at Lagoven, S.A. (subsidiary of Petróleos de Venezuela, S.A. – PDVSA, ex-Creole Petroleum Corporation, a Exxon subsidiary), in the areas of Production, Refining, International Commerce and Corporate Planning including responsibilities as CEO and/or Member of the Board of Directors of BP Bitor Energy (London), Nynäs Petroleum (Stockholm), Ruhr Oil (Düsseldorf) and PDV Serviços (The Hague). Among other current non-executive roles, he is the Chairman of the Advisory Board of EGP – University of Porto Business School. Ferreira De Oliveira 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. He achieved the Associated Professor Degree at the University of Porto, where he became a Professor in 1979. His management studies took place at IMD, Switzerland, Harvard and the Wharton Business School in the United States.

Vice-Presidente Vice-chairman | Luís Palha da Silva

Luís Palha da Silva has been a Vice-President of the Board of Directors and Vice-President of Executive Committee, responsible for Galp Energia’s Refining & Marketing business unit since July 2012.

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Luís Palha da Silva has been a Vice-President of the Board of Directors and Vice-President of Executive Committee, responsible for Galp Energia’s Refining & Marketing business unit since July 2012. He is also Non-Executive Director of the Board and Chairman of the Corporate Responsibility Committee of Jerónimo Martins, SGPS, S.A. and he is also the Chairman of the Portuguese Capital Markets Issuers Association (AEM).  Before joining Galp Energia, was Chairman of the Executive Committee of Jerónimo Martins, SGPS, S.A. between 2004 and 2010 and was CFO between 2001 and 2004. Luís Palha da Silva has a Degree in Economics from Instituto Superior de Economia, has a Degree in Business and Administration from Universidade Católica Portuguesa and a AMP from University of Pennsylvania.

Vogal Member | Paula Fernanda Ramos Amorim

Paula Amorim is Vice-President and Member of the Executive Committee of Amorim Holding, Grupo Américo Amorim.

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Paula Ramos Amorim has been a Member of the Board of Directors of Galp Energia since April 2012. She is also the Vice-President and Member of the Executive Committee of Grupo Américo Amorim. Additionally, Paula undertakes activities in Amorim Fashion, being the sole shareholder of this company.

Vogal Member | Filipe Crisóstomo Silva

Filipe Crisóstomo Silva has been a Member of the Board of Directors and CFO of Galp Energia since July 2012.

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Filipe Crisóstomo Silva has been a Member of the Board of Directors and CFO of Galp Energia since July 2012. Before joining Galp Energia, was Head of investment banking division of Deutsche Bank in Portugal, since 1999, accumulating since 2008 the role as Chief Country Officer of Deutsche Bank in Portugal. Filipe Crisóstomo Silva has a Degree in Economics and Financial Management and Master in Financial Management from The Catholic University of America.

Vogal Member | Carlos Nuno Gomes da Silva

Carlos Gomes da Silva is a Member of Galp Energia's Board of Directors since April 2007 and a Member of the Executive Committee, responsible for the Gas & Power business unit since May 2008.

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Carlos Gomes da Silva is a Member of Galp Energia's Board of Directors since April 2007 and a Member of the Executive Committee, responsible for the Gas & Power business unit since May 2008. Currently is also Member of the Board of Directors of Amorim Investimentos Energéticos, SGPS, S.A. and Amorim Energia, B.V. Before joining the Company, he had several executive roles in Unicer Bebidas de Portugal, SGPS, S.A. where he was Member of the Board of Directors between 2006 and 2007 and Member of the Board of Directors on Grupo Amorim between April 2007 and May 2008. Between 2003 e 2006 he was Chairman of Associação Portuguesa dos Industriais de Águas Minerais e de Nascente and Vice-Chairman of Associação Nacional de Indústrias de Refrigerantes e Sumos de Fruta between 2005 and 2007. Carlos Gomes da Silva has a Degree in Electrical Engineering and Computer Science from the University of Porto's Engineering Faculty and a Master's Degree in Business Administration from Instituto Empresarial Portuense and Escuela Superior de Administración y Dirección de Empresas de Barcelona in July 1995.

Vogal Member | Sérgio Gabrielli de Azevedo

Sérgio Gabrielli de Azevedo is Secretary of Bahia State for Planning since March 2012 and Non-Executive Member of Itausa S.A’s Board of Directors.

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Sérgio Gabrielli de Azevedo has been a Member of the Board of Directors and a Member of the Committee on International Strategy of Galp Energia since July 2012. He is also Secretary of Bahia State for Planning since March 2012 and Non-Executive Member of Itausa S.A’s Board of Directors. Before joining Galp Energia, he was a Member of the Board of Directors and CEO of Petrobras between July 2005 and February 2012. He was also CFO and investor relations department between 2003 and 2005. Sérgio Gabrielli de Azevedo has a Degree and a Master in Economics from Universidade Federal da Bahia and is PhD in Economics from Boston University.

Vogal Member | Stephen Whyte

Stephen Whyte has been a Member of the Board of Directors and Executive Committee responsible for Galp Energia's Exploration & Production business unit since April 2012.

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Stephen Whyte has been a Member of the Board of Directors and Executive Committee responsible for Galp Energia's  Exploration & Production business unit since April 2012. Before joining the Company, he was Senior Vice-President, Commercial, for Europe and Central Asia of BG Group, was also Vice-President EP and Country Manager Brazil of Shell Brazil and was Manager of Joint Venture and Infrastructure for Europe of Shell EP Europe. Stephen Whyte has a honours Degree in Geophysics from The University of Edinburgh.

Vogal Member | Vitor Bento

Chairman of the Board and CEO of SIBS and Member of the Council of State since December 2009. Vitor Bento is also Professor at Universidade Católica Portuguesa and at Universidade Nova de Lisboa.

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Vitor Bento has been a Member of the Board of Directors of Galp Energia since April 2012. He is also Chairman of the Board and CEO of SIBS, SGPS and is Member of the Council of State since December 2009. In addition to these positions, he is also Professor of Faculdade de Ciências Económicas e Empresariais da Universidade Católica Portuguesa and of Faculdade de Economia da Universidade Nova de Lisboa. Vitor Bento has a Degree in Economics at Instituto Superior de Economia and Master in Filosophy at Universidade Católica Portuguesa.

Vogal Member | Abdul Magid Osman

Founder and the President of BIOFUND since 2011, President of the Board of Directors of Épsilon Investimento since 2007 and President of the Board of Directors and of the Executive Committee of Tchuma Cooperativa de Crédito e de Poupança.

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Abdul Magid Osman has been a Member of the Board of Directors of Galp Energia and a Member of the Committee on International Strategy since July 2012. He is also the founder and the President of BIOFUND – Proteção da Biodiversidade Foundation since 2011, President of the Board of Directors of Épsilon Investimento since 2007 and President of the Board of Directors and of the Executive Committee of Tchuma Cooperativa de Crédito e de Poupança. Before joining Galp Energia, was Mozambique’s Minister of Finance between 1986 and 1991 and was Mozambique’s Minister of Mineral Resources between 1979 and 1983. Abdul Magid Osman has a Degree in Economic and Financial Sciences from the Instituto Superior de Economia.

Vogal Member | Luís Manuel Moreira de Campos e Cunha

Professor of Economics in Universidade Nova de Lisboa, Elected Member of Conselho da Faculdade (faculty council), Vice-Chairman of Fundação Serralves and Chairman of the Supervisory Board of Banco Santander Totta.

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Luís Manuel Morereira de Campos e Cunha is a Member of Galp Energia’s Board of Directors since November 2012. He is also full Professor of Economics in the School of Economics and Management of Universidade Nova de Lisboa, Elected Member of Conselho da Faculdade (faculty council), Member of the Board (Vice-Chairman) of Fundação Serralves (Private Foundation of the Arts in Porto) since January 2006 (Co-Opted Board Member) and Chairman of the Supervisory Board of Banco Santander Totta, since April 2011. Before joining Galp Energia, he was a Member of the Advisory Board of Banco Banif, from 2006 until 2011, Chairman of the general meeting of Banco Banif, from 2007 to 2011 and Member of the Board of stakeholders of Millennium-BCP bank.
Luis Manuel Moreira de Campos e Cunha has a Degree in Economics from Universidade Católica Portuguesa, a Ph.D. in Economics from Columbia University - Department of Economics and Agregation in International Economics by the School of Economics and Management of Universidade Nova de Lisboa.

Vogal Member | Baptista Muhongo Sumbe

Executive Director of Sonangol E.P. and Vice-Chairman of Banco Privado Atlântico. Since May 2010 and since October 2009, he is Chairman of “Baia de Luanda” and Chairman of the Board of Directors of Energias Inovação Holdings, respectively.

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Baptista Sumbe has been a Member of the Board of Directors of Galp Energia since April 2012. He is also Executive Director of Sonangol E.P. and Vice-Chairman of Banco Privado Atlântico. Since May 2010 and since October 2009, he is Chairman of “Baia de Luanda” and Chairman of the Board of Directors of Energias Inovação Holdings, respectively. Baptista Sumbe has a Degree in Economics, with Specialization in Accounting and Finance, at the Agostinho Neto University in Luanda.

Vogal Member | Miguel Athayde Marques

Professor in Universidade Católica Portuguesa, responsible for the areas of Corporate Governance and International Business. Independent Non-Executive Director of Brisa Concession Road and Chairman of the Supervisory Board of Caixa Banco de Investimento.

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Miguel Athayde Marques is a Member of Galp Energia’s Board of Directors since November 2012. He is also Professor of Business Administration of School of Business and Economics of Universidade Católica Portuguesa, responsible for the areas of Corporate Governance and International Business, independent Non-Executive director of Brisa Concession Road, SA since December 2010, and Chairman of the Supervisory Board of Caixa Banco de Investimento, S.A., since January 2012. Before joining Galp Energia he was Chairman of the Board of Directors of Euronext Lisbon SA and of Interbolsa, S.A. and Director (Member of the Managing Board) of Euronext, N.V. (Amsterdam), between January 2005 and June 2010. During this period, he was also Non-Executive Director of Euronext Amsterdam, Euronext Brussels and Euronext Paris. Between April 2007 and June 2010, he was a Member of the Management Committee of NYSE Euronext (New York). Miguel Athayde Marques has a Degree, cum laude, in Business Administration and Management by the Universidade Católica Portuguesa and a Ph.D. in Business Administration (International Business and Finance) by the School of Financial Studies of the University of Glasgow.

Vogal Member | Carlos Manuel Costa Pina

Carlos Costa Pina is a Member of Galp Energia’s Board of Directors and the Executive Committee, responsible for Galp Energia's Corporate Services and Biofuel business unit since April 2012.

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Carlos Costa Pina is a Member of Galp Energia’s Board of Directors and the Executive Committee, responsible for Galp Energia's Corporate Services and Biofuel business unit since April 2012. Currently is also Lecturer at Faculdade de Direito de Lisboa, where he is preparing his PhD. Before joining the Company, Mr. Costa Pina had responsibilities in TMT, the real estate and services companies from Ongoing Group (Portugal and Brazil) and was Secretary of the State for Treasury and Finance of the XVII and XVIII Constitutional Governments (2005 - 2011), having in this capacity particular responsibilities at the Corporate Bodies of various international financial institutions. He was also CMVM Director (2000-2005), Member of the Advisory Board of Instituto de Seguros de Portugal (2001-2005), and was a lawyer with legal practice, particularly, in the oil exploration and production area (1994-1998). Author of several papers published, Carlos Costa Pina has a Degree in Law and a Master in Business Law by Faculdade de Direito da Universidade de Lisboa.

Vogal Member | Rui Paulo da Costa Cunha e Silva Gonçalves

Director and a Managing Director of Amorim – Investimentos Energéticos (Energy Investments), SGPS, S.A., since December 2007. He is also Chairman of the general meeting board of Amorim Holding I, SGPS, S.A. and of Banco BIC Português, S.A.

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Rui Paulo da Costa Cunha e Silva Gonçalves has been a Member of the Board of Directors of Galp Energia since May 2008. He has also been a Director and a Managing Director of Amorim – Investimentos Energéticos (Energy Investments), SGPS, S.A., since December 2007. He is also Chairman of the general meeting board of Amorim Holding I, SGPS, S.A. and of Banco BIC Português, S.A. Before joining Galp Energia, he was a Visiting Professor at the Instituto Português de Administração e Marketing (Portuguese Management and Marketing Institute) for the Degree Program and in several Post-Graduate Programs between 2004 and 2007. He was a Member of General Meeting Boards of different Grupo Unicer companies between 2002 and 2007, and was Joint Director of Grupo Unicer’s Legal Office between 2002 and 2007. Rui Paulo da Costa Cunha e Silva Gonçalves is a Post-Graduate in Management for Law Graduates from the Faculty of Economic and Company Sciences (Faculdade de Ciências Económicas e Empresariais) of Universidade Católica in 1995, and a Graduate in Law from the Law Faculty of Universidade Católica in 1992.

Vogal Member | Luís Manuel Pego Todo Bom

Senior Advisor of Portugal Telecom Board, Chairman of the Consulting Board of Grupo PT, Non-Executive Member of Multitel Angola Board, Non-Executive Member of the Board of Onyria Internacional (Grupo Onyria) and Scutvias – AEXXI (Grupo Globalvia)

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Luís Manuel Pego Todo Bom is a Member of Galp Energia’s Board of Directors since November 2012. He is also Senior Advisor of the Board of the Grupo Portugal Telecom, Chairman of the Consulting Board of Grupo PT and Non-Executive Member of the Board of Multitel Angola, Non-Executive Member of the Board of Onyria Internacional (Grupo Onyria), and Scutvias – AEXXI (Grupo Globalvia). He is also an invited Associated Professor of the “Investment Appraisal”, “Innovation Management” and “Strategic Management” in ISCTE. Before joining Galp Energia, he was a Non-Executive Member of the Board of Taguspark from 2010 to 2012, Non-Executive Member of the Board of Chamartin from 2007 to 2009, Non-Executive Member of the Board of Companhia de Seguros Sagres, S.A. from 2003 to 2009 and Non-Executive Member of the Board of Amorim Imobiliária, SGPS from 2002 to 2007.
Luís Manuel Pego Todo Bom has a Degree in Engineering Industrial Chemistry by the Instituto Superior Técnico and Frequency of DBA – Doctor in Business Administration Program by the Cranfield University and ISCTE.

Vogal Member | Fernando Manuel dos Santos Gomes

Fernando Gomes is a Member of the Board of Directors of Galp Energia. He is also a Visiting Professor at Universidade Lusíada of Porto.

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Fernando Manuel dos Santos Gomes is a Member of the Board of Directors and was a Member of the Executive Committee and he was responsible for Galp Energia's Exploration & Production and International Oil businesses segment from May 2005 until April 2012. Before joining Galp Energia, he was the Chairman of the Board of Directors of Metro do Porto, S.A. between 1993 and 1999, State Counselor, President of the Municipality of Vila do Conde, President of the Municipality of Porto, deputy of the European Parliament where he chaired the Employment and Social Affairs Committee and the Delegation for relationships with the Member States of ASEAN, he was the Vice-President of the European Union's Committee of the Regions, State Secretary and Minister of Interior. Fernando Gomes has a Degree in Economics and he is a Visiting Professor at Universidade Lusíada of Porto.

Vogal Member | Diogo Mendonça Rodrigues Tavares

Diogo Mendonça Tavares has been a Member of the Board of Directors of Galp Energia since April 2012. Is also board Member of Amorim Holding II, SGPS, S.A. since 2011.

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Diogo Mendonça Tavares has been a Member of the Board of Directors of Galp Energia since April 2012. Is also Board Member of Amorim Holding II, SGPS, S.A. since 2011. Before joining Galp Energia was advisor to the Chairman of Amorim Holding II, SGPS, S.A. between 2006 and 2011 and was Non-Executive Member of the Board of Directors of Galp Energia, S.A. between 2006 and 2008. Diogo Mendonça Tavares has a Degree in Mechanical Engineer from Instituto Superior Técnico and High Management Programe from IAESE.

Vogal Member | Joaquim José Borges Gouveia

Professor of the Department of Economics, Management and Industrial Engineering of Aveiro University since 2001. He is also Responsible for the Business Competitiveness Study Centre of that Department.

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Joaquim José Borges Gouveia is a Member of Galp Energia's Board of Directors. He is a Professor of the Department of Economics, Management and Industrial Engineering of Aveiro University since 2001. He is also Responsible, among others, for the Business Competitiveness Study Centre of the Department of Economics, Management and Industrial Engineering of Aveiro University. Joaquim José Borges Gouveia has a Degree in Electrical Engineering from the University of Porto's Engineering Faculty in 1973, PhD in Electrical Engineering and Computer Science also from the University of Porto's Engineering Faculty in 1983. He obtained a post PhD in 1998 both in Electrical Engineering and Computer Science from the University of Porto's Engineering Faculty.

Vogal Member | José Carlos da Silva Costa

José Carlos da Silva Costa is a Member of the Board of Directors of Galp Energia, since November 2012 and Member of the Executive Committee since December 2012.

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José Carlos da Silva Costa is a Member of the Board of Directors of Galp Energia since November 2012 and Member of Executive Committee since December 2012. In the last five years, he was the Head of the Procurement and Asset Management Division of Galp Energia in 2012, Responsible for the Procurement Department of the E&P, Refining, Logistics and Projects Unit of Galp Energia from 2010 to 2012, Responsible for the Procurement Units Natural Gas, Power and Projects of Galp Energia, between 2009 and 2010 and Responsible for the Procurement related to the upgrade project in Sines and Matosinhos refineries from 2007 to 2008. José Carlos da Silva Costa has a Bachelor of Chemical Engineering, from Instituto Superior de Engenharia do Porto.

Vogal Member | Jorge Manuel Seabra de Freitas

Jorge Manuel Seabra de Freitas is an Executive Board Member of Corticeira Amorim SGPS, since November 2011, Executive Board Member of Amorim Holding II, since August 2011 and Executive Board Member of Arcotêxteis Group, SA, since March 2009.

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Jorge Manuel Seabra de Freitas is a member of Galp Energia’s board of directors since November 2012. He is also an executive board member of Corticeira Amorim SGPS, since November 2011, executive board Member of Amorim Holding II, since August 2011 and Executive Board Member of Arcotêxteis Group, SA, since March 2009. Before joining Galp Energia, he was Chairman of the Board of Directors of Coelima Indústrias Têxteis, SA, from January 1992 to May 2011.
Jorge Freitas Manuel Seabra has a Degree in Economics by the Faculdade de Economia do Porto, International Executive Programme from INSEAD, Competitive Strategy from INSEAD and First Certificate in English from Oporto British Council.

Galp Energia’s Board of Directors was elected in the annual general shareholders meeting held on 24 April 2012 for a three-year term, ending on 31 December 2014. 

The composition of the Board of Directors is in accordance with the articles of association, according to which this body shall have between 19 amd 23 members appointed by the general shareholders meeting, which also appoints the Chairman.

Galp Energia’s Board of Directors was elected in the annual general shareholders meeting held on 24 April 2012 for a three-year term, ending on 31 December 2014

The members of the Board of Directors are either elected by the general shareholders meeting or co-opted by the Board itself, subject in the latter case to ratification by the general shareholders meeting. Their term lasts for three renewable calendar years, with the appointment year counting as a full year.

 

The members of the Board of Directors take office upon their election and stay in office until their successors are elected. The Chairman of the Board of Directors is elected by the general shareholders meeting.

 

Regarding the replacement of Directors when they have been found to be permanently absent, as provided in article 393, paragraph 1, of the Companies Code, the articles of association stipulate that a Director is considered to be permanently absent when, without an explanation which has been accepted by the Board of Directors, they are absent from three consecutive or five non-consecutive Board meetings.

  
 

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Remit and workings

The board of directors makes decisions on matters considered to be of great importance, such as:

  • strategy formulation;
  • corporate and organisational set-up;
  • profile of the business portfolio;
  • capture of synergies between departments;
  • approval of capital expenditure items entailing high risk or cost;
  • determination of value-creating goals for each activity;
  • control of the execution of critical activities.

 

The chairman of the Board of Directors, who is not a member of the Executive Committee, is elected by two-thirds of the votes and his main roles are:

  • to represent the Company;
  • to conduct the proceedings of the Board meetings;
  • to supervise relations between the Company and its shareholders.

 

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Resolutions of the Board of Directors

Notice shall be given to the Chairman of the Board of Directors of the resolutions by the executive committee and, in particular, the proposals submitted by the Executive Committee to the Board of Directors regarding matters within the latter’s exclusive decision-making preserve, so that the chairman can include them on the agenda of Board meetings.

 

The chairman shall also inform the Board of Directors of the resolutions of the Executive Committee which are particularly important and submit to the Board’s approval those resolutions which he considers to warrant the latter’s confirmation in addition to those concerning matters that lie within the Board’s exclusive decision-making preserve.

 

Board resolutions are generally taken by a simple majority of votes cast, except for certain matters stated in the Company’s articles of association, where a two-thirds supermajority is required. These are namely:

 

  • approval of  investments  and  of  divestments of the Company  and of  the companies  controlled  by  it, and respective financing, where the amounts are in excess of €75 million;
  • businesses of the company and of the companies controlled by it with any entities related to shareholders, which exceed €20 million;
  • approval and amendment of the strategic and business plans and of their respective financing;
  • issue of bonds or of other securities within the competence of the Board of Directors;
  • proposals to amend the Company’s articles of association;
  • participation  in  businesses  not  incuded  in  the  main  activities  of  the  Company  and  of  the  companies controlled by it;
  • proposals  for  the  split,  merger,  transformation  and  winding  up  of  the  Company  and  of  any  companies controlled by the Company;
  • signing of peer agreements or subordinate group agreements by any company controlled by Galp Energia;
  • the composition of the Executive Committee;
  • the provision of real or personal guarantees;

 

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The remuneration policy of Galp Energia’s Board of Directors is proposed annually by the Remuneration Committee at the general meeting. In 2012 was approved on Galp Energia’s annual general shareholders meeting held on 7 May, the remuneration for the year, where  the fixed and variable components for the Board of Directors remuneration were defined.

The Company’s Remuneration Policy is defined in accordance with laws and recommendations in place and is aimed at strengthening values, skills and conduct compliant with the Company’s long-term interest, culture and strategy.

 

In line with the above mentioned recommendations and applicable laws and regulations, the Policy reflects the Company’s vision for good corporate governance and, in details, is guided by the following objectives:

 

(i) to attract and motivate the best professionals for the positions to be occupied within the Company, promoting the stability in the exercise of the respective roles of the members of the elected corporate bodies;


(ii) to adequately remunerate, in conditions consistent with those prevailing in the market, the responsibilities assigned, the results achieved and the business know how of corporate companies members, in accordance with the competencies and responsibilities corresponding to their respective positions and


(iii) to reward the increase of efficiency and productivity and the long term value creation for shareholders, through the definition and implementation of an incentive system associated with the achievement of pre-established and quantifiable economic, financial and operating targets, defined in accordance with the sustainable growth of the results, as well as with the aim to discourage excessive risk taking.


Remuneration of the Board of Directors

Non-Executive Directors:

 

a) The remuneration of the non-xecutive members of the Board of Directors shall consist of fixed emoluments, corresponding to a monthly salary, payable 14 times per year, of an amount to be determined by the Remunerations Committee in line with market practices.


b) Always in line with the referred market practices, the remuneration of the non executive members of the Board of Directors may be differentiated in the case of the Chairman, with reference to the special responsibilities concerning the representation of the Company that arise from the law, and in the case of the non-executive members of the Board of Directors who discharge special supervision and monitoring responsibilities within any special committees as may be created.

 

 

Executive Directors:


The remuneration of the Board of Directors’ Executive Committee members shall have two main components, being one fixed and one variable.

 
Fixed Remuneration

The fixed component shall correspond to a monthly fixed salary, payable 14 times per year, of an amount to be determined by the Remunerations Committee bearing in mind the nature of the roles and responsibilities allocated and relevant market practices regarding equivalent positions in other largest national and international companies operating in the same sectors.

Variable incentives

The variable component, eventual by nature, shall be determined by a performance assessment in connection with the achievement of pre-established and quantifiable economical, financial and operational targets, with the aim to define a competitive remuneration package and to establish a reward system that ensures the Executive Directors interests being aligned with the interests of the Company and its stakeholders and consistent with the economical and financial sustainability framework.


In order to encourage a better alignment of the performance of the Board of Directors’ Executive Committee members with Galp Energia’s shareholders interests on a financial and economical sustainability perspective, it is considered appropriate to introduce multi-year performance objectives. Such a policy is aligned with the best international practices and has been recommended by the Portuguese Securities Market Commission (CMVM):


“The remuneration of the members of the Board of Directors shall be structured so that the formers’ interests are capable of being aligned with the long-term interests of the company. (…) A significant part of variable remuneration shall be deferred for a period not less than three years and its payment shall depend of the company’s steady positive performance during that period” (CMVM Corporate Governance Code 2010 (Recommendations), February 2010)


Thus, it is proposed that the current variable remuneration system is reinforced with the introduction of a long term variable compensation component, in order to align the objectives of the Board of Directors’ Executive Committee members with Galp Energia’s shareholder long-term sustainability interests.


Therefore, the variable Remuneration shall have two components:

  • Annual Variable Remuneration, representing 50% of the total variable remuneration. 
  • Long Term Variable Remuneration, representing 50% of the total variable remuneration.


The value of the Annual Variable Remuneration shall be determined by the Remuneration Committee in accordance with the achievement of the specific Company’s objectives defined for the previous financial year. The guidelines proposed by the Committee for 2012, provide for the following key performance indicators: i) Total Shareholder Return (TSR) (30%) to compare the Galp share performance (including dividend paid) with that of a peer group composed by the following companies: Neste Oil, Repsol, OMV, MOL, and BG Group, together with the PSI 20 market index; ii) Ebitda (30%); iii) Net Debt/Equity Ratio (15%); iv) Ebit(25%).


The guidelines proposed by the Committee for the Long term Variable Remuneration provide for the following three year average indicators:

  • Galp Energia TSR vs. Peer Group, with a weight of 60%;
  • EbitGalp Energia, at replacement cost, with a weight of 40%.


Although this component is calculated each year, the payment will only become effective if, at the end of a three-year period, the objectives defined are accomplished. Given the nature of the roles of the Board of Directors’ Executive Committee members, the payment of the Long Term Variable Remuneration will be due at the end of the tri-annual mandate.


In order to guarantee the coherency between the results obtained and the bonuses paid, the total amount of variable remuneration is linked to Galp Energia’s net profit. If the Company’s net profit is below 80% of the respective budget, no variable remuneration will be paid.


Benefit

The remuneration of the executive members of the Board of Directors shall be completed by good and services mainly consisting of social security benefits.

 

 

For more information about this subject, please see the last Corporate Governance report

 

Year of appointment: 2008

Term: 2008-2010

Number of members: 17 standing members

 

 

Chairman | Francisco Luís Murteira Nabo

Degree in Economics from Instituto Superior de Ciências Económicas e Financeiras of Lisbon and a ein Business Administration from Escola de Direcção de Negócios (AESE). He is the chairman of the Portuguese Economic Society.

 

 

 

 

Vice-Chairman | 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.

 

 

 

 

Member | Manuel Domingues Vicente

Degree in Electrotechnical Engineering from the University of Angola. He obtained his training in management and the oil industry through the programmes of the Oil & Gas Consultants International in London.

 

 

 

 

Member | Fernando Manuel dos Santos Gomes

Degree in Economics and Visiting Professor at Universidade Lusíada of Porto.

 

 

 

 

 

 

Member | José António Marques Gonçalves

Business School and the General Motors Institute in the United States. He also attended several management courses in England, USA and Japan.

 

 

 

 

 

Member | 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).

 

 

 

 

Member | 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.

 

 

 

 

 

Member | Rui Paulo da Costa Cunha e Silva Gonçalves

Degree in Law from the Law Faculty of Universidade Católica. Post-graduate in Management for Law Graduates from the Faculty of Economic and Company Sciences (Faculdade de Ciências Económicas e Empresariais) of Universidade Católica.

 

 

 

Member | João Pedro Leitão Pinheiro de Figueiredo Brito

Degree in Economics from Instituto Superior de Economia of Universidade Técnica de Lisboa specialising in International Economics and Finance.

 

 

 

 

 

Chief Financial Officer | Claudio De Marco

Degree in economics and banking at the University of Siena and a master's degree in management control at SDA Bocconi.

 

 

 

 

 

Member | Paolo Grossi

Degree in Economics from the University of Luiss, Rome, and a MBA in Finance from the City University London.

 

 

 

 

 

Member | 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.

 

 

 

 

Member | Giuseppe Ricci

Degree in Chemical Engineering from Instituto Politécnico de Turim. Currently, he is CEO of the Gela Refinery.

 

 

 

 

 

Member | Luigi Spelli

Degree in Mechanical Engineering. He was Director for Eni Exploration and Production division in Congo and in Mozambique between November 2007 and November 2008.

 

 

 

 

Member | Joaquim José Borges Gouveia

Degree in Electrical Engineering from the University of Porto's Engineering Faculty in 1973. PhD in Electrical Engineering and Computer Science also from the University of Porto's Engineering Faculty.

 

 

 

 

Member | Luca Bertelli

Degree with honors in Geological Sciences at Florence University. He was the senior vice president of Exploration and Unconventional at Eni E&P.

 

 

 

 

 

Member | Maria Rita Galli

Degree in Nuclear Engineering from the Milan Polytechnic.

 

 

 

 

 

 

Member | Maria Rita Galli

Degree in Nuclear Engineering from the Milan Polytechnic.

 

 

 

 

 

 

Member | Maria Rita Galli

Degree in Nuclear Engineering from the Milan Polytechnic.

 

 

 

 

 

 

Member | Maria Rita Galli

Degree in Nuclear Engineering from the Milan Polytechnic.

 

 

 

 

 

 

Member | Maria Rita Galli

Degree in Nuclear Engineering from the Milan Polytechnic.

 

 

 

 

 

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Last update: 12 Mar 2013

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