PHAROL SGPS S A : informs about the 2022 Corporate Governance Report

CORPORATE GOVERNANCE REPORT

2022

CONTENTS
INTRODUCTION	8
PART I - INFORMATION ON SHAREHOLDER STRUCTURE, ORGANIZATION AND
CORPORATE GOVERNANCE	9
A.	SHAREHOLDER STRUCTURE	9
I.		CAPITAL STRUCTURE	9
		CAPITAL STRUCTURE	9
		RESTRICTIONS TO SHARE TRANSFERABILITY, SUCH AS CONSENT CLAUSES FOR DISPOSAL,
	OR LIMITATIONS TO SHARE OWNERSHIP	9
		NUMBER OF OWN SHARES, CORRESPONDING CAPITAL PERCENTAGE AND CORRESPONDING
	VOTING RIGHTS PERCENTAGE	9
		SIGNIFICANT AGREEMENTS INCLUDING CHANGE OF CONTROL CLAUSES	9
		RENOVATION / REVOCATION OF DEFENSIVE MEASURES, IN PARTICULAR THOSE PROVIDING
	FOR THE RESTRICTION OF THE NUMBER OF VOTES THAT MAY BE HELD OR EXERCISED BY A
	SINGLE SHAREHOLDER	9
		SHAREHOLDERS' AGREEMENTS OF WHICH THE COMPANY IS AWARE AND MIGHT LEAD TO
	RESTRICTIONS IN THE TRANSFER OF SECURITIES OR VOTING RIGHTS	10
II.	SHAREHOLDINGS AND BONDS	10
		OWNERS OF QUALIFIED HOLDINGS, PERCENTAGE OF CAPITAL AND VOTES ATTRIBUTABLE,
	SOURCE AND CAUSES FOR ATTRIBUTION	10
		NUMBER OF SHARES AND BONDS HELD BY THE MEMBERS OF THE MANAGEMENT AND
	SUPERVISORY BODIES	11
		SPECIAL POWERS OF THE MANAGEMENT BODY, NOTABLY AS REGARDS CAPITAL INCREASE
	RESOLUTIONS	11
		SIGNIFICANT COMMERCIAL RELATIONSHIPS BETWEEN OWNERS OF QUALIFIED HOLDINGS
	AND THE COMPANY	11
B. CORPORATE BODIES AND COMMITTEES	12
I.	GENERAL MEETING OF SHAREHOLDERS	12
		IDENTIFICATION OF THE MEMBERS OF THE BOARD OF THE GENERAL MEETING OF
	SHAREHOLDERS, COMMENCEMENT AND EXPIRATION OF TERM OF OFFICE	12
		POSSIBLE LIMITATIONS ON VOTING RIGHTS	12
		MAXIMUM PERCENTAGE OF VOTING RIGHTS THAT MAY BE EXERCISED BY A SINGLE
	SHAREHOLDER OR BY SHAREHOLDERS CONNECTED TO THE FORMER THROUGH ANY OF THE
	RELATIONSHIPS SET FORTH IN ARTICLE 20.1 OF THE PORTUGUESE SECURITIES CODE	14
		SHAREHOLDER RESOLUTIONS WHICH, ACCORDING TO THE BYLAWS, CAN ONLY BE
	ADOPTED WITH QUALIFIED MAJORITY, APART FROM THOSE LEGALLY PROVIDED FOR	15
II.	MANAGEMENT AND SUPERVISION	15
		IDENTIFICATION OF THE CORPORATE GOVERNANCE MODEL	15
		BYLAW RULES ON THE PROCEDURAL AND MATERIAL REQUIREMENTS FOR THE
	APPOINTMENT AND REPLACEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS	16
		COMPOSITION OF THE BOARD OF DIRECTORS	16
		EXECUTIVE AND NON-EXECUTIVE BOARD MEMBERS AND INDEPENDENCE CRITERIA	17
		PROFESSIONAL QUALIFICATIONS AND OTHER RELEVANT CURRICULUM ELEMENTS OF THE
	MEMBERS OF THE BOARD OF DIRECTORS	18

FAMILY, PROFESSIONAL OR COMMERCIAL RELATIONSHIPS, FREQUENT AND SIGNIFICANT,

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OF THE MEMBERS OF THE BOARD OF DIRECTORS WITH OWNERS OF QUALIFIED HOLDINGS
ABOVE 2% OF THE VOTING RIGHTS	18
DISTRIBUTION OF POWERS AMONG THE VARIOUS CORPORATE BODIES, COMMITTEES
AND/OR DEPARTMENTS OF THE COMPANY	19
MANAGEMENT BODY	19
Board of Directors	19
Powers of the Chairman of the Board of Directors	21
Managing-Director	22
Powers of the Managing Director	22
SUPERVISORY BODIES	22
Fiscal Council	22
Statutory Auditor	24
COMMITTEES AND SUPPORTING STRUCTURES	Error! Bookmark not defined.
OPERATING RULES OF THE BOARD OF DIRECTORS	24
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND DEGREE OF ATTENDANCE OF
EACH MEMBER	25
INDICATION OF THE CORPORATE BODIES EMPOWERED TO CARRY OUT THE PERFORMANCE
EVALUATION OF EXECUTIVE DIRECTORS	25
PRE-DETERMINED CRITERIA FOR THE PERFORMANCE EVALUATION OF EXECUTIVE
DIRECTORS	25
AVAILABILITY OF EACH MEMBER OF THE BOARD OF DIRECTORS AND INDICATION OF
FUNCTIONS EXERCISED SIMULTANEOUSLY IN OTHER COMPANIES, INSIDE AND OUTSIDE THE
GROUP, AND OTHER RELEVANT ACTIVITIES EXERCISED BY THE MEMBERS OF THE BOARD OF
DIRECTORS	25
IDENTIFICATION OF THE COMMITTEES CREATED BY THE BOARD OF DIRECTORS	26
COMPOSITION OF THE EXECUTIVE COMMITTEE AND/OR IDENTIFICATION OF MANAGING
DIRECTORS	26
DUTIES OF EACH COMMITTEE CREATED WITHIN THE BOARD OF DIRECTORS AND
SUMMARY OF THE ACTIVITIES DEVELOPED IN THE EXERCISE OF SUCH DUTIES	26
III. SUPERVISION	26
IDENTIFICATION OF THE SUPERVISORY BODY	26
COMPOSITION OF THE FISCAL COUNCIL	26
IDENTIFICATION OF THE MEMBERS OF THE FISCAL COUNCIL COMMITTEE CONSIDERED
INDEPENDENT UNDER ARTICLE 414,5 OF THE PORTUGUESE COMPANIES CODE	26
PROFESSIONAL QUALIFICATIONS AND OTHER RELEVANT CURRICULUM ELEMENTS OF THE
MEMBERS OF THE FISCAL COUNCIL	27
OPERATING RULES OF THE FISCAL COUNCIL	27
NUMBER OF MEETINGS OF THE FISCAL COUNCIL AND DEGREE OF ATTENDANCE OF EACH
MEMBER	27
AVAILABILITY OF EACH MEMBER OF THE FISCAL COUNCIL AND INDICATION OF
FUNCTIONS EXERCISED SIMULTANEOUSLY IN OTHER COMPANIES, INSIDE AND OUTSIDE THE
GROUP, AND OTHER RELEVANT ACTIVITIES EXERCISED BY THE MEMBERS OF THE FISCAL
COUNCIL	27
PROCEDURES AND CRITERIA APPLICABLE TO THE INTERVENTION OF THE SUPERVISORY
BODY WHEN HIRING ADDITIONAL SERVICES FROM THE EXTERNAL AUDITOR	27
OTHER DUTIES OF THE SUPERVISORY BODIES	28
IV. STATUTORY AUDITOR (REVISOR OFICIAL DE CONTAS / ROC)	28

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	IDENTIFICATION OF THE STATUTORY AUDITOR AND OF ITS REPRESENTING PARTNER....	28
	NUMBER OF YEARS DURING WHICH THE STATUTORY AUDITOR PERFORMS DUTIES
CONSECUTIVELY IN THE COMPANY AND/OR GROUP	28
	OTHER SERVICES RENDERED TO THE COMPANY BY THE STATUTORY AUDITOR	28
V.	EXTERNAL AUDITOR	28
	IDENTIFICATION OF THE EXTERNAL AUDITOR AND OF ITS REPRESENTING PARTNER, AS
WELL AS THEIR RESPECTIVE REGISTRY NUMBER BEFORE THE CMVM	28
	NUMBER OF YEARS DURING WHICH THE EXTERNAL AUDITOR AND ITS REPRESENTING
PARTNER PERFORM DUTIES CONSECUTIVELY IN THE COMPANY AND/OR GROUP	28
	POLICY AND PERIOD FOR THE ROTATION OF THE EXTERNAL AUDITOR AND OF ITS
REPRESENTING PARTNER	28
	CORPORATE BODY RESPONSIBLE FOR THE EVALUATION OF THE EXTERNAL AUDITOR AND
FREQUENCY FOR SUCH EVALUATION	29
	SERVICES, OTHER THAN AUDITING SERVICES, PROVIDED BY THE EXTERNAL AUDITOR TO
THE COMPANY AND/OR ENTITIES IN A CONTROL RELATIONSHIP, AS WELL AS INDICATION OF
INETRNAL PROCEDURES FOR THE PURPOSES OF APPROVING THE HIRING OF THOSE SERVICES
AND REASONS FOR SUCH HIRING	29
	INDICATION OF THE AMOUNT OF ANNUAL REMUNERATION PAID TO THE AUDITOR AND
OTHER INDIVIDUALS OR CORPORATIONS IN THE SAME NETWORK SUPPORTED BY THE COMPANY
AND OR BY CORPORATIONS IN A CONTROL OR GROUP RELATIONSHIP, AS WELL AS
SPECIFICATION OF THE PERCENTAGE OF EACH TYPE OF SERVICE	29
C. INTERNAL ORGANIZATION	29
I.	BYLAWS	29
	RULES APPLICABLE TO AMENDMENT TO THE BYLAWS OF THE COMPANY	29
	Constitutive quorum for the General Meeting of Shareholders	29
	Resolution quorum for the General Meeting of Shareholders	29
II.	WHISTLEBLOWING	30
	WHISTLEBLOWING	30
III. INTERNAL CONTROL AND RISK MANAGEMENT	30
	Internal Control System	30
	PERSONS, BODIES OR COMMITTEES RESPONSIBLE FOR INTERNAL AUDITING AND/OR
IMPLEMENTATION OF INTERNAL CONTROL SYSTEMS	31
	HIERARCHICAL AND/OR FUNCTIONAL DEPENDENCE RELATIONS VIS-À-VIS OTHER
CORPORATE BODIES OR COMMITTEES	31
	OTHER FUNCTIONAL AREAS HAVING RISK CONTROL POWERS ROLE	32
	MAIN ECONOMIC, FINANCIAL AND LEGAL RISKS TO WHICH THE COMPANY IS EXPOSED IN
THE CONDUCT OF ITS BUSINESS	32
	RISK IDENTIFICATION, ASSESSMENT, MONITORING, CONTROL AND MANAGEMENT
PROCEDURE	34
	Risk Management Procedure	34
	Risk monitoring, control and management	35
	MAIN ELEMENTS OF INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IMPLEMENTED
IN THE COMPANY IN CONNECTION WITH THE FINANCIAL INFORMATION DISCLOSURE PROCEDURE
	36
IV. INVESTOR SUPPORT	36
	INVESTOR SUPPORT OFFICE, COMPOSITION, DUTIES, INFORMATION PROVIDED BY THE
SAME AND CONTACT DETAILS	36
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	REPRESENTATIVE FOR RELATIONS WITH THE MARKET	37
	INFORMATION ON RESPONSE PROPORTION AND PERIOD TO INFORMATION REQUESTS
MADE DURING THE YEAR OR PENDING FROM PREVIOUS YEARS	38
V.	INTERNET WEBSITE	38
	ADDRESS	38
	LOCATION OF INFORMATION ON THE COMPANY NAME, ITS NATURE OF PUBLIC
COMPANY, REGISTERED OFFICE AND OTHER DATA PURSUANT TO ARTICLE 171 OF THE
PORTUGUESE COMPANIES CODE	38
	LOCATION OF INFORMATION ON THE BYLAWS AND OPERATING RULES OF THE
CORPORATE BODIES AND/OR COMMITTEES	38
	LOCATION OF INFORMATION ON THE IDENTITY OF THE MEMBERS OF THE CORPORATE
BODIES, THE REPRESENTATIVE FOR RELATIONS WITH THE MARKET, THE INVESTOR RELATIONS
OFFICE OR EQUIVALENT, THEIR DUTIES AND ACCESS DETAILS	38
	LOCATION WHERE THE COMPANY MAKES AVAILABLE THE FINANCIAL STATEMENTS, WHICH
MUST BE ACCESSIBLE FOR FIVE YEARS AT LEAST, AS WELL AS A SCHEDULE OF CORPORATE
EVENTS, DISCLOSED AT THE BEGINNING OF EACH HALF-YEAR, INCLUDING, AMONG OTHERS,
GENERAL MEETINGS OF SHAREHOLDERS, DISCLOSURE OF THE ANNUAL, HALF-YEAR AND, IF
APPLICABLE, QUARTERLY FINANCIAL STATEMENTS	39
	LOCATION WHERE THE COMPANY MAKES AVAILABLE NOTICES OF THE GENERAL MEETING
OF SHAREHOLDERS AND ALL PREPARATORY AND SUBSEQUENT INFORMATION RELATED TO THE
SAME 39
	LOCATION WHERE THE COMPANY MAKES AVAILABLE THE HISTORICAL COLLECTION WITH
THE RESOLUTIONS PASSED AT THE GENERAL MEETINGS OF SHAREHOLDERS, THE SHARE
CAPITAL THEREIN REPRESENTED AND THE VOTING RESULTS, REGARDING THE PREVIOUS THREE
YEARS 39
D. REMUNERATION	39
I.	COMPETENCE FOR DETERMINATION	39
	COMPETENCE FOR THE DETERMINATION OF THE REMUNERATION OF CORPORATE BODIES,
MEMBERS OF THE EXECUTIVE COMMITTEE OR MANAGING DIRECTOR AND COMPANY OFFICERS 39
II.	COMPENSATION COMMITTEE	40
	COMPOSITION OF THE COMPENSATION COMMITTEE, INCLUDING THE IDENTIFICATION OF
THE PERSONS OR CORPORATIONS HIRED TO SUPPORT IT AND INDEPENDENCE STATEMENT
REGARDING EACH OF ITS MEMBERS AND CONSULTANTS	40
	KNOWLEDGE AND EXPERIENCE OF THE MEMBERS OF THE COMPENSATION COMMITTEE IN
THE MATTER OF REMUNERATION POLICY	40
III. REMUNERATION STRUCTURE	40
	DESCRIPTION OF THE REMUNERATION POLICY FOR THE MEMBERS OF THE MANAGEMENT
AND SUPERVISORY BODIES	40
	INFORMATION ON HOW THE REMUNERATION IS STRUCTURED IN ORDER TO PERMIT THE
ALIGNMENT OF THE DIRECTORS' INTERESTS WITH LONG TERM INTERESTS OF THE COMPANY,
AS WELL AS HOW THE REMUNERATION IS BASED ON PERFORMANCE AND DISINCENTIVES
EXCESSIVE RISK TAKING	41
	REFERENCE, IF APPLICABLE, TO THE EXISTENCE OF A VARIABLE COMPONENT OF THE
REMUNERATION AND INFORMATION ON THE WAY AS SUCH COMPONENT DEPENDS ON
PERFORMANCE EVALUATION	41
	DEFERMENT OF PAYMENT OF THE VARIABLE COMPONENT OF THE REMUNERATION,
MENTIONING THE DEFERMENT PERIOD	41
	CRITERIA ON WHICH THE ALLOCATION OF A VARIABLE REMUNERATION IN SHARES IS
BASED; EXECUTIVE DIRECTORS KEEPING ANY SHARES GRANTED THEM IN THE COMPANY; ANY
AGREEMENT EXECUTED AS TO SUCH SHARES, NOTABLY HEDGING OR RISK TRANSFER
AGREEMENTS, THE LIMIT THEREOF, AND THEIR RELATIONSHIP TO THE AMOUNT OF THE OVERALL
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