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Transcript of Corporate Governance - CMVMweb3.cmvm.pt/sdi2004/emitentes/docs/RGS18915.pdf · João Azevedo...
CorporateGovernance
. Annual Report 200701
The following changes were introduced upon the request of theSecurities Commission (CMVM):
Compliance StatementNew wording of paragraphs 5,5-A and 6 – page 8;Numbers of pages with cross-references to the text were changedto the following pages of the Report 1,2,3,4,5,7,8,9 and 10;
Chapter IAdded detail to information in paragraph 6 – page 8;Added detail to information in paragraph 8 – page 9;
Chapter II Added detail to information in paragraph – page 11;
Chapter IVNew wording of paragraph 1A) page 13;Changes made to presentation of information in table of page 21;Changes made to presentation of information in table of page 22;Insert paragraph 3F – page 23;Added detail to information in paragraph 4 – page 23;
Text on contents of Corporate Governance Report – page 24
Erratum
1 . Annual Report 2007
01 COPROPRATE GOVERNANCE 2
MODEL OF GOVERNANCE
Statement of Compliance
Brisa complies, except for two cases duly accounted forbelow, with CMVM’s recommendations on goodcorporate governance as established in CMVMRegulation number 7/2001, as amended by Regulationsnumber 10/2005, number 11/2003 and number3/2006, BRISA.
1. The company has an Investor Desk, (described onpage 8) which ensures communication with analysts,investors and the public in general.
2. The General Assembly held on 10th September 2001,eliminated all the statutory provisions which limited thefree exercise of the right to vote. Currently, (describedon pages 10 and 11) the right to vote may be exercised,directly, by proxy, by correspondence or by the Internet.
3. The company has implemented (described on page 5)an effective risk control system.
4. There are no barriers whatsoever to the free transferof securities nor otherwise to the success of possibletakeover bids (as described on page 12).
5. The effective management of the company (asdescribed on page 23) is assured by an ExecutiveCommittee composed of five active members of theBoard of Directors.
- 5-A. Under the terms of the legislation in force, incompanies with a governing structure such as that ofBRISA (Board of Directors and Supervisory Board) theBoard of Directors is a collective body whose membersexercise functions in their personal capacity,independently of by whom they have been designatedor proposed. In the case of BRISA, the Board ofDirectors is composed of thirteen members, five ofwhich are part of the Executive Committee asdescribed on page 23.
6. Board of Directors is composed by 13 members, 8 ofthem are non-executive members, and 4 of the non--executive are independent, considering the concept ofan independent director is one not representative of,nor linked to the company's dominant shareholder, inthe company.
7. The Board of Directors has appointed twocommittees for internal control (described on page 5)each of which is composed by three non-executivedirectors.
8. The individual remunerations of the members of theBoard of Directors are not disclosed (as recommendedby the CMVM), as this is judged to be the best way toreflect the collective nature of a governing body whosemembers are equally responsible for the decisions theymake. Page 23 discloses the aggregate remuneration ofthe members of the Board of Directors, identifying notonly the overall value of both the executive and non--executive members, but also the variable and fixedparts.
- 8-A. The Remuneration Committee has requestedthe disclosure of the following statement in theAnnual General Assembly of 2006: “The membersof the board of directors should perform their dutiesdiligently and prudently, in the interest of thecompany´s shareholders, employees and otherstakeholders.
- It is in the best interest of the company and itsshareholders to create appropriate conditions andincentives, to encourage the sound performance ofthe Board of Director’s duties, in accordance withthe criteria referred to above.
- Remuneration constitutes a primary managementinstrument for motivating senior managers for theattainment of a sound performance.
Corporate Governance
- The definition and application by the RemunerationCommittee of the criteria underlying the directors’remuneration must be coherent and uniform, takinginto account the remuneration level practiced insimilar European companies, and the degree ofachievement of the company’s strategic objectivesincluding value creation for its shareholders.
- In this respect, remuneration should consist of afixed component aimed at remunerating the work byexecutive and non-executive members of the Boardof Directors in each financial year of the respectivetenure and a variable component payable for thewhole tenure of office for the purpose of aligningthe interests of the executive members andshareholders.”
Payment of the variable component shall be contingentupon the performance evaluation relative to theobjectives set on an annual basis for the followingindicators: EBITDA, EBIT, NET INCOME, ROE and ROA.
9. The Remuneration Committee (as described on page9) is composed of three independent members of theBoard of Directors, in accordance with the criteriaestablished in number 9 of Chapter I of the Annex toCMVM Regulation number 7/2001.
10. The creation of Management Incentive Plans, (asdescribed on page 8) has always been submitted forapproval to the General Assembly.
10-A. The company is currently considering thepossibility of creating an informal communicationsystem for any possible irregularities.
3 . Annual Report 2007
1 – COMPANY ORGANIZATION CHART
Brisa’s organization is presented in the chart below:
Chapter I
01 CORPORATE GOVERNANCE 4
Brisa Assistência RodoviáriaRui Roque
Brisa Access Electrónica RodoviáriaGuilherme Magalhães
Brisa Engenharia e GestãoPedro Carvalho
ControlautoValdemar Mendes
MCALLMargarida Charters
Via Verde PortugalJoão Pecegueiro
BOARD OF DIRECTORS
EXECUTIVE COMISSIONVasco de MelloPedro Rocha e MeloDaniel AmaralJoão Azevedo CoutinhoJoão Bento
SUPPORT TO THE BOARD OF DIRECTORSCarlos Salazar de Sousa
António de SousaAntónio Nogueira Leite
Isidro Fainé CasásLuís Telles de Abreu
António LamasJoão Vieira de Almeida
Martin ReyPedro Bordalo Silva
COMPANY SECRETARYTiago Melo
SERVICES MOTORWAYS INTERNATIONAL
CORPORATIVE CENTRE
AdministrativeMaria Conceição Gomes
Internal AuditCristina Oliveira
Planning and ControlAna Cláudia Gomes
FinancialJoão Pereira Vasconcelos
LegalLuís Geraldes
Organisation and QualityAmadeu Rolim
Strategic PlanningManuel Melo Ramos
Investors Relationsand SustainabilityLuís Eça Pinheiro
Human ResourcesHenrique Pulido
Information SystemsLuís Pinheiro
Inovation and TechnologyJorge Sales Gomes
New EnterprisesManuel Lamego
Clientas and Tolls Vasco da Cunha
Traffic, Safety and Maintenance Victor Santiago
Operational Luís Roda
Enterprise Management Joaquim Almeida Mendes
Brisal - Auto-estradas do Litoral Manuel LamegoJoaquim Almeida Mendes
Auto-Estradas do Atlântico José Braga
Operational Areas
National Subsidiary
Brisa Access Europe - ÁustriaGuilherme MagalhãesFrancisco M. Rebelo
Brisa Participaçõese Empreendimentos - BrasilAntónio Sousa
Brisa North America - EUAVitor Saltão
InternationalSubsidiaryConcessionaires
(Brasil)CCR - Companhia deConcessões RodoviáriasLuis Rebelo Silva
(EUA)Northwest ParkwayPedro Costa
InternationalLuis Delgado
Auto-Estradas do Douro Litoral João Portela
2 – INTERNAL COMMITTEES
The Board of Directors constituted, amongst its members,
the following Internal Committees:
Committee for Corporate Governance and Sustainability,
constituted by Dr. João Vieira de Almeida (Chairman),
Prof. António Lamas and Prof. António Nogueira Leite. All
the members of this Committee are non-executive,
although Prof. António Nogueira Leite is considered non-
independent under the terms of sub-paragraph b) of
number 2 of article 1 of CMVM Regulation 7/2001, to the
extent that he performs functions in the management
board of a company of the José de Mello Group, which
holds more than 10% of BRISA’s share capital.
The main duties of this Committee are to supervise
compliance with the corporate governance rules and
norms by the companies part of the Brisa Group; to
review the performance of the sustainable development
policies in their three dimensions: economic,
environmental and social; periodic evaluation of the
outcome of these rules and policies; supervise the
activities of the Department of Investor Relations,
Corporate Communications and Sustainability (DIS) in
areas of the responsibility of this Committee, supervise the
preparation of the Management Report, comment on the
chapters related to sustainability and corporate
governance; supervise the enforcement of the
Deontological Code and propose measures leading to
their constant updating and effective enforcement in all
companies of the BRISA Group; and propose to the Board
of Directors any reforms and initiatives as deemed
appropriate to achieve company objectives.
Audit and Risk Management Committee, composed by
Prof. António de Sousa (Chairman), Dr. Luís Telles de
Abreu and Prof. António Nogueira Leite. All the members
of this Committee are non-executive Directors, although
Prof. António Nogueira Leite is considered non-
independent under the terms of sub-paragraph b) of
number 2 of article 1 of CMVM Regulation 7/2001, to the
extent that he performs functions in the management
board of a company of the José de Mello Group, which
holds more than 10% of BRISA’s share capital.
The main duties of this Committee are: regular follow-up
of the Internal Audit Department (IAD) and Independent
Auditors; comment on the appointment and dismissal of
Independent Auditors; to evaluate and give an opinion on
internal auditing procedures; to review relations
established between the Independent Auditors with the
company’s departments; to supervise the appropriateness
and effective functioning of the internal control system;
and ensure compliance by the Directors with the rules of
the securities market as applicable.
These two committees are empowered to consult any
documents or records and undertake any action or actions
deemed necessary at any company or department of the
Brisa Group, as well as to use external services or promote
independent audits.
3 – RISK CONTROL
The Company has a number of internal departments
whose duties are to assist the board in identifying and
avoiding any major risks which may arise not only in the
construction and operation of motorways but also in the
environmental, legal and financial areas.
These governing bodies work towards the prevention and
control of the risks inherent to construction activities,
namely in the supervision of the rules imposed for
motorway construction, particularly with regard to
hygiene and safety. Specific policies have been developed
for this area such as the adoption of a Health and Safety
Manual in Construction Work, and the implementation of
a structure created for the effect, which supervises and
ensures central and local coordination of the safety and
health plans and risk activities.
For its day-to-day operations, Brisa possesses the
necessary and sufficient means to keep all the motorway
safety equipment in perfect condition. An Operations and
Maintenance Manual has been created, in which the
chapter on the Safety of Clients and Premises establishes
the rules and procedures to be respected in the operations
area during daily activity. It also provides a system which
registers and processes information about incidents
occurring on motorways, which allows not only the
statistical processing of all the information, but also the
timely identification of situations which may warrant
corrective measures.
Brisa also has, operational since early 2004, the Centre for
Operational Coordination, which is part of the vast
Telematic and Road Safety Project, concluded in 2006.
The final investment in the order of 32 million euros
makes it possible to collect, from a single unit, all the
information from the Brisa network, as well as to
coordinate all the operations. It also possesses and
5 . Annual Report 2007
manages a traffic monitoring system, which includesapproximately 400 video cameras covering the entirenetwork, 34 weather stations, 150 electronic noticeboards, a large 10x3 digital screen, traffic managementsystems, information channels for public access andincident detecting systems. This infrastructure will improvesafety conditions, enhance the effectiveness of assistanceoperations, and, overall improve traffic fluidity, providingupdated and timely information to clients andcomplementary support services.
Relative to the environment, the coordination of studiesincludes a specialization aimed at avoiding and mitigatingenvironmental risks during the initial project phase andsupervising the development of environmental evaluationprocesses. This supervision continues during theconstruction phase using resources specifically attributedfor the implementation of the Monitoring Programme ofthe construction phase, mitigating or compensatorymeasures and Environmental Management Procedures.
On the other hand, one of the operational priorities of theMaintenance Management Department is theidentification of situations of environmental risk, acting ina preventive manner in the management of measuresmitigating their negative impact on operationalmotorways.
From a financial perspective, it should also be noted thatthe Risk Control and Management department isresponsible for the monitoring and management ofliquidity, interest and exchange rate risks.
Brisa is exposed to a number of financial risks arising fromits operations. Of particular importance are the liquidityand interest rate risks derived from the company’s debtsas well as from the exchange rate risk resulting from itsinvestment in Brazil, and the counterparty risk which thecompany bears following hedging transactions and anyother financial applications. The Financial Departmentensures the centralised management of the financingoperations, surplus liquidity applications and exchangetransactions as well as the management of thecounterparty risk of the Brisa Group. In addition, the RiskManagement Division of the Financial Department isresponsible for the identification, quantification andproposal of measures to manage/mitigate the financialrisks to which the group is exposed, as described in detailin the chapter on financial risk management.
4 - BRISA SHARES IN 2007
The Brisa share increased in value by 6.4% during the yearand on 31st December its price on the stock exchangereached €10.05.
The average daily value of transactions of 11.4 millioneuros represented an increase of 23% in comparison to2006, a fact not unrelated to the rise of 20% in theaverage price of the Brisa share during the year to €9.82.The daily average volume of 1.17 million sharetransactions corresponded to only a slight increase ofapproximately 1% in relation to 2006.
01 CORPORATE GOVERNANCE 6
VALUE OF THE BRISA ON THE STOCK EXCHANGE DURING 2007
8.00
8.50
9.00
9.50
10.00
10.50
11.00
Jan-07 Feb-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 Aug-07 Sep-07 Oct-07 Nov-07 Dec-07
7 . Annual Report 2007
EVOLUTION OF THE PRICE OF THE BRISA SHARE IN RELATION TO MARKET INDICES
-10%
-5%
0%
5%
10%
15%
20%
25%
30%
Jan-07 Feb-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 Aug-07 Sep-07 Oct-07 Nov-07 Dec-07
Brisa
Eurostoxx 50
Euronext 100
PSI20
It should be noted that on 1st January 2007, the BrisaPrivatisation share and Brisa Private Share, majoritycontrolled by two reference shareholders, withoutliquidity or relevant volume of transaction, wereaggregated into a single negotiating line (BrisaPrivatisation). As of 21st December 2007, this negotiatingline is identified merely as Brisa.
The weight of Brisa Privatisation in the PSI-20 wasapproximately 9% at the end of 2007 and the share isalso part of the Euronext 100 index.
On 2nd January 2007, the two lines of negotiation whichthe Brisa shares had held since its entry into the StockExchange were made interexchangeable for tax benefit
purposes. This benefit ended at the end of 2006, this is 5years after the date of Brisa’s last privatisation phasewhich occurred in July 2001.
In national terms, the PSI20 index continues to be areference for most companies with Brisa having benefittedfrom the new rules for its calculation which entered intoforce as of the beginning of the second half of the year.However, since the beginning of the year Brisa hassubstantially increased its position during 2007 by 8.60%holding the 6th place in terms of weight in the index.
The following tale presents the price on the stockexchange of the Brisa share on the dates of disclosure ofnet income during 2007.
Value (€) Opening Maximum Minimum Closing
2006 Annual Results – 26 February 10.14 10.24 10.14 10.20
Payment of dividends – 27 April 9.52 9.60 9.52 9.57
1st Quarter Results – 27 April 9.52 9.60 9.52 9.57
1st Semester Results – 25 July 10.28 10.45 10.21 10.35
3rd Quarter Results – 30 October 9.65 9.73 9.60 9.65
5 – DIVIDEND POLICY
The dividend policy is of the responsibility of the GeneralAssembly which may alter it at any moment. However,Brisa’s Board of Directors has tried to follow a policy ofdistribution of dividends so as to effectively andincreasingly remunerate its shareholders. In this respect,the dividend paid per share has increased and shouldcontinue to do so, in accordance with the growth in thecompany’s net income. This policy has been validated bythe General Assembly and is disclosed on annually in aclear manner in its report and financial statements.
The Board of Director’s proposal on the distribution ofdividends is described under these terms at the end of thechapter on Proposal of Application of Net Income.
The dividend is paid annually, within 30 days of itsapproval in the General Assembly.
During the last three financial years the distribution ofdividends per share was as follows:
2006- 28 euro cents per share2005- 27 euro cents per share2004- 27 euro cents per share
6 – INCENTIVE PLANS FOR AWARDINGSHARE OPTIONS
Brisa considers that the management incentives plan is anextremely important tool in evaluating and stimulating thedevelopment of the activity of its senior staff in themedium and long term towards the creation of value forits shareholders. Hence, at Brisa’s Annual GeneralAssembly, held on 10th March 2006, the Board of Directorswas authorised to create a new management incentivesplan (Plan) to establish mechanisms allowing the Planbeneficiaries (Beneficiaries), according to the annualevaluation of their performance, to proceed with thedirect acquisition of Brisa shares, at the market price onthe day of the acquisition.
Under the terms of this authorisation, Brisa’s Board ofDirectors defined the conditions of the abovementionedincentives plan, through the approval of a ShareAcquisition Regulation (Regulation) under which theBeneficiaries could acquire Brisa shares at the marketprice, using bank credit established specifically for theeffect.
The number of beneficiaries, including employees andexecutive directors covered by this plan was 127. Thenumber of own shares needed to the full exercice of theseacquisition rights amounts to 5 105 000 acquired at7.99€ related to 2006 and 106 250 acquired at 10,00€
in 2007.
In accordance with the Plan such shares cannot be tradedwhile the right to sell and use them has not beenconfirmed, based on an assessment of performance tooccur on the following dates:
• Directors
- Totally in April 2008
• Employees
- 20% in April 2009- 30% in April 2010 - 50% in April 2011
In accordance with the Plan, the Company has establisheda mechanism under which it guarantees to repurchase theshares from the participants either because the right tosell the shares is not confirmed or due to theirdevaluation";
7 – BUSINESS OR OPERATIONS BETWEENCOMPANY MEMBERS
During 2007, no business or operations was carried out ofany economic significance between the company andmembers of the governing bodies, qualifying holders,subsidiary companies or companies in the group.
8 – INVESTOR RELATIONS OFFICE
The Department of Investors, Communications andSustainability (DIS) is responsible for communications withshareholders, analysts and the public in general. It alsoensures that dialogue is maintained with managerial andsupervisory entities such as Euronext, the CMVM andInterbolsa.
The representative for market relations is Dr. Luís d’EçaPinheiro, also Director of DIS.
01 CORPORATE GOVERNANCE 8
ResearchEfforts have been made to expand the number of bankscovering research on Brisa. For this purpose continuouscontact is maintained with various analysts to increase andobtain periodic revisions.
In 2007, both Millennium bcp and JPMorgan restartedtheir coverage of Brisa. In addition to these entities,various investment companies also revise the target price,namely Caixa BI, BPI, Santander, Ibersecurities, Dresdner,Lisbon Brokers, Fidentiis, Morgan Stanley and Exane BNPParibas.
The table below presents the reports with the respectivetarget prices. It should be noted that approximately 68%indicate a target price above that of Brisa’s market valueat the end of 2007, €10.05 per share.
Compared to 2006, the average target price increasedfrom 9.35€ to 10.58€ in 2007, reflecting an increase of13.2%.
It should be noted that during this period the Brisasecurity appreciated by 6.35%.
Reported to December 2007, Brisa received the followingresearch notes:
PRICE TARGETS
Banco Price target 2007 Recomendação
Caixa BI 12.00 € Accumulate
Dresdner 11.80 € Buy
Ibersecurities 11.60 € Buy
Santander 11.50 € Buy
BPI 11.35 € Buy
Lisbon Brokers 11.00 € Buy
Banif 10.85 € Neutral
JP Morgan 10.60 € Sell
Millennium Bcp 10.45 € Reduce
Goldman Sachs 10.20 € Buy
Dexia 10.20 € Buy
HSBC 10.10 € Buy
Fidentiis 10.10 € Buy
Morgan Stanley 10.00 € -
UBS 9.90 € Neutral
BNP Paribas 9.35 € Buy
Deutsche Bank 8.70 € -
Internet site – www.brisa.ptBrisa provides ample information on its Internet site, forthe purpose of enhancing knowledge about thecompany, providing investors, analysts and the public ingeneral with permanent access to relevant and updatedinformation. Information may be consulted in theinstitutional and business areas, as well as importantinformation for available investors in the space reservedfor investor relations. Included are presentations of thecompany, recently disclosed statements, reports andfinancial statements, the financial calendar, list ofreference shareholders and governing bodies. It alsoprovides a mechanism to facilitate rapid contact with theInvestor Relations Service.
9 – COMPOSITION OF THEREMUNERATION COMMITTEE
Eng. Jorge Manuel Jardim Gonçalves chairs theRemuneration Committee, also composed of Dr. LuísMiguel Cortes Martins and Eng. Rui Roque de Pinho, withnone of the above being a member of the Board ofDirectors.
10 – EXTERNAL AUDITORS’ FEES
In 2007, the total amount of annual remuneration paid tothe auditor and other private or corporate bodiesbelonging to the same network, supported by thecompany and/or collective bodies, subsidiaries orcompanies belonging to the group, reached 550 000Euros (including expenses and remuneration paid bysubsidiaries located abroad). This sum was broken downinto the following services:
a) Audit Services 39%b) Other reliability-enhancing services 5%c) Tax consultancy services 12%d) Other non-audit services 44%
For the purpose of this notice, the notion of network is ascontained in the Recommendation of the EuropeanCommittee number C (2002) 1873, of 16th May 2002.
As referred in this annex, the risk control systemimplemented by the company ensures that our auditorsand their respective network are not contracted serviceswhich, under the terms of the Recommendation of theEuropean Committee number C (2002) 1873, of 16th May2002, may place in question their independence.
9 . Annual Report 2007
Chapter II
1 – EXERCISE OF VOTING RIGHTS ANDSHAREHOLDER REPRESENTATION
Brisa advocates the importance of its shareholdersparticipating in company business and thereforeencourages their attendance at the various meetings ofthe General Assembly, which is demonstrated by the highdegree of their participation - above 50%.
Financial information and the preparatory documentsrequired for its general meetings are also disclosed on theInternet, which may be accessed through www.brisa.pt.Brisa also uses the most innovative technical means forthe electronic counting of votes, with the mechanismsrequired for the exercise of voting by correspondence,proxy or Internet.
The information required for the proper evaluation of theproposals submitted for discussion and vote at theGeneral Assemblies is available to investors at theCompany’s head office or on the Company’s internet sitewww.brisa.pt within the period of time stipulated by law.
According to the law and Statutes, shareholders may berepresented at a General Assembly simply through asigned letter addressed to the Chairman of the GeneralAssembly and received at the Company’s head officewithin three business days before the date of the GeneralAssembly. The Chairman of the General Assembly mayrequire that signatures be authenticated, should anydoubts arise as to their authenticity.
Corporate bodies are represented by their legalrepresentative or a person appointed simply through asigned letter addressed to the Chairman of the GeneralAssembly and received at the Company’s head officebusiness days before the date of the General Assembly.
2 – VOTE BY CORRESPONDENCE
Shareholders wishing to vote may do so bycorrespondence, provided that they send a letter to theCompany head office, addressed to the Chairman of theGeneral Assembly, with an authenticated signature (or, inthe case of private persons, simply with a signatureaccompanied by a photocopy of the respective identitycard), containing the address to which the voting formsand any other documentation should be sent, up to thetenth day after the public announcement of the GeneralAssembly.
The Company will then forward to the shareholders inquestion the respective voting forms and any otherdocumentation. These shareholders should then send theCompany an um envelope containing the statement bythe financial intermediary which registered the respectiveshares (issued under the terms referred to above), andanother closed envelope, containing the voting forms dulyfilled in. Both envelopes must be received three businessdays before the General Assembly.
Alternatively, shareholders may use the voting formavailable on www.brisa.pt and send it to BRISA, ensuringthat the envelope containing the photocopy with theidentity card and statement by the financial intermediarywhich registered the respective shares (issued under theterms referred to above), and another closed envelopecontaining the voting forms duly filled in are receivedthree business days before the date of the GeneralAssembly.
Shareholders may also delegate to the Company the issueof the statement by the financial intermediary whichregistered the registration of the respective shares byensuring that the Company head office receives, withinten days after the public announcement of the GeneralAssembly, the document empowering the Company to doso. Shareholders may use the form available on Internetsite www.brisa.pt for this purpose as of the day of thepublic announcement of the General Assembly.
01 CORPORATE GOVERNANCE 10
3 – ELECTRONIC VOTE
Shareholders may also vote over the Internet sitewww.brisa.pt, provided that, up to the tenth day after thepublic announcement of the General Assembly, theCompany head office receives a letter (written inaccordance with the model on the Internet site) addressedto the Chairman of the General Assembly, with anauthenticated signature (or, in the case of private persons,simply a signature accompanied by a photocopy of therespective identity card), containing a password selectedby the shareholder and an electronic address to which theshareholder in question wishes the Company’s ownpassword should be sent. These two passwords will jointlyallow Access to the respective voting form on theabovementioned Internet site www.brisa.pt. Theseshareholders may exercise their right to vote during twelvedays counting from 0:00 hours of the fourteenth daycounting from the date of the public announcement ofthe General Assembly. Only shareholder votes,accompanied by the statement of the financialintermediary which registered the respective shares,issued under the terms referred to above, received up tothe third business day before the General Assembly will beconsidered.
4 – PERIODS FOR SHARE BLOCKING
The minimum period of time for share blocking for theeffects of the exercise of voting rights in GeneralAssemblies is 5 business days before the respectivemeeting.
5 – RECEPTION OF VOTING STATEMENTS
Votes by correspondence or electronic votes must bereceived up to three business days before the date of theGeneral Assembly.
6 – NUMBER OF SHARES PER VOTE
Brisa share capital is represented by 600 million listedshares, of 1 Euro per share, equal in terms of categoriesand rights. One share corresponds to one vote.
11 . Annual Report 2007
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Chapter III
1 – CODE OF ETHICS
Brisa’s Code of Ethics regulates the behaviour of all theCompany’s employees and senior management. Thisdocument assembles the Company’s fundamental values,principles and rules to be observed in all the activities ofthe BRISA Group. The fundamental values – responsibility,professionalism, integrity, independence andconfidentiality – are defined as the main values to observe.
The Code also regulates the practice of other duties suchas the equal and diligent treatment of all clients,compliance with the rules imposed by legislation onWork, Hygiene, Health and Safety. The principle of non-discrimination should also be observed with respect todescent, gender, race, language, political conviction orunion affiliation.
The Code of Ethics is accessible on the company’s site:www.brisa.pt
2 – INTERNAL AUDIT
Brisa’s organisational structure includes an Internal AuditDepartment whose duties are to evaluate theeffectiveness and efficiency of the internal control systemand business processes at all levels of the entire BRISAGroup, to, independently and systematically, verify if theGroup’s assets are duly registered and sufficientlyprotected against possible risks and losses, examine andassess the strictness, quality and enforcement ofoperational, accounting and financial control, promotingeffective control at a reasonable price, propose measuresas considered appropriate to counteract any deficienciesin the internal control system.
3 – TRANSFER OF SHARES
There are no measures aimed at forestalling the success oftakeover bids, and no defensive or protective provisionsaimed at eroding the Company’s value. Shares may betransferred freely and shareholders may freely assess theperformance of the Company’s governing bodies. Neitherare there any limits on the free exercise of voting rights byany of the shareholders.
01 CORPORATE GOVERNANCE 12
1 A) COMPOSITION OF THE BOARD OFDIRECTORS
Brisa’s Board of Directors has been elected for 2005 –2007 and is composed of thirteen directors, five of whichform the Executive Committee.
Chairman Vasco Maria Guimarães José de Mello*
Vice-Chairman João Pedro Stilwell Rocha e Melo*
Member Daniel Pacheco Amaral*
Member João Pedro Ribeiro de Azevedo Coutinho*
Member João Afonso Ramalho Sopas Pereira Bento*
Member António José Fernandes de Sousa
Member António Nogueira Leite
Member Isídro Fainé Casas
Member Martin Wolfgang Johannes Rey
Member Luís Manuel de Carvalho Telles de Abreu
Member António Ressano Garcia Lamas
Member João Vieira de Almeida
Member Pedro Jorge Bordalo Silva
* Executive Committee
Of the thirteen members, and considering the concept ofan independent director is one not representative of, norlinked to the company’s dominant shareholders, in thecurrent Board of Directors, the following non-executivemembers are independent:
António José Fernandes de SousaLuis Manuel de Carvalho Telles de AbreuAntónio Ressano Garcia LamasJoão Vieira de Almeida
1 B) POSITIONS HELD BY MEMBERS OFTHE BOARD OF DIRECTORS IN OTHERCOMPANIES
Positions held by the Chairman of the Board of Directors
of BRISA Auto-Estradas de Portugal, S.A., Vasco Maria
Guimarães José de Mello:
José de Mello, SGPS, S.A. Chairman of the Board of Directors and Executive Committee
AEDL Auto Estradas do Douro Litoral, S.A.Chairman of the Board of Directors
EDP - Energias de Portugal, S.A.Member of the General and Supervisory Council
CRP – Centro Rodoviário PortuguêsChairman of the General Council
Sogefi, Sociedade de Gestão e Financiamentos, SGPS, S.A.Member of the Board of Directors
BCSD Conselho Empresarial para o DesenvolvimentoSustentávelChairman of the Council
CMVM - Comissão do Mercado de Valores MobiliáriosMember of the Consultative Council
Positions held by the Vice-Chairman of the Board of
Directors of BRISA Auto-Estradas de Portugal, S.A., João
Pedro Stilwell Rocha e Melo:
Via Verde Portugal, S.A.Chairman of the Board of Directors
Via Oeste, SGPS, S.A.Chairman of the Board of Directors
Brisa Internacional, SGPS, S.A.Member of the Board of Directors
Brisa Serviços Viários, SGPS, S.A.Member of the Board of Directors
Brisal Auto-Estradas do Litoral, S.A.Member of the Board of Directors
APCAP – Associação Portuguesa das SociedadesConcessionárias de Auto-Estradas com PortagensMember of the Board of Directors
MCall Serviços de Telecomunicações, S.A.Chairman of the Board of Directors
13 . Annual Report 2007
Chapter IV
José de Mello – Sociedade Gestora de ParticipaçõesSociais, S.A. Member of the Board of Directors and Member of the Executive
Committee
José de Mello Participações II, SGPS, S.A.Member of the Board of Directors
José de Mello Serviços, Lda. Manager
Window Blue, SGPS, S.A.Member of the Board of Directors
Associação Comercial de LisboaMember of the Executive Board
Positions held by the Member of the Board of Directors
of BRISA, Daniel Pacheco Amaral:
Brisa Internacional, SGPS, S.A.Member of the Board of Directors
Brisa Serviços Viários, SGPS, S.A.Member of the Board of Directors
Brisal Auto-Estradas do Litoral, S.A.Member of the Board of Directors
Via Oeste, SGPS, S.A.Member of the Board of Directors
Positions held by Member of the Board of Directors of
BRISA Auto-Estradas de Portugal, S.A., João Pedro Ribeiro
de Azevedo Coutinho:
BRISA Access Electrónica Rodoviária, S.A.Chairman of the Board of Directors
BRISA Internacional SGPS, S.A.Chairman of the Board of Directors
Brisa Serviços Viários, SGPS, S.A.Member of the Board of Directors
Brisal Auto-Estradas do Litoral, S.A.Member of the Board of Directors
Via Oeste, SGPS, S.A.Member of the Board of Directors
AEDL – Auto-Estradas do Douro Litoral, S.A.Member of the Board of Directors
CCR – Companhia de Concessões Rodoviárias, S.A.(Brazil)Member of the Board of Directors
Positions held by Member of the Board of Directors of
BRISA Auto-Estradas de Portugal, S.A., João Afonso
Ramalho Sopas Pereira Bento:
BRISAL Auto-Estradas do Litoral, S.A. Chairman of the Board of Directors
BRISA Engenharia e Gestão, S.A. Chairman of the Board of Directors
BRISA Assistência Rodoviária, S.A.Chairman of the Board of Directors
Brisa Internacional, SGPS, S.A.Member of the Board of Directors
Brisa Serviços Viários, SGPS, S.A.Member of the Board of Directors
Via Oeste, SGPS, S.A.Member of the Board of Directors
AEDL – Auto-Estradas do Douro Litoral, S.A.Chairman of the Board of Directors
EFACEC Capital, S.G.P.S., S.A.Member of the Board of Directors
APCAP - Associação Portuguesa das SociedadesConcessionárias de Auto-Estradas ou Pontes comPortagens.Chairman of the Board of Directors
International Bridge, Tunnel and Turnpike AssociationMember of the Board of Directors
Positions held by Member of the Board of Directors of
BRISA Auto-Estradas de Portugal, S.A., António José
Fernandes de Sousa:
JP Morgan Chase Senior Advisor and Member of its European Advisory Board
STRATORG – Gabinete de Gestão de Empresas, S. A.Chairman
ECS Sociedade de Capital de Risco, S.A.Director
ECS Capital, SGPS, S.A.Director
Universidade Nova de Lisboa Visiting Professor
Positions held by Member of the Board of Directors of
BRISA Auto-Estradas de Portugal, S.A., António do Pranto
Nogueira Leite:
OPEX, Sociedade Gestora de Mercado de ValoresMobiliários Não Regulamentado, S.A.Chairman of the General Council
CUF, SGPS, S.A. Member of the Board of Directors
CUF-Quimicos Industriais, S.A. Member of the Board of Directors
CUF-Adubos, S.A. Member of the Board of Directors
José de Mello Saúde, SGPS, S.A., Member of the Board of Directors
SEC-Sociedade de Explosivos Civis, S.A.Member of the Board of Directors
Efacec Capital, SGPS, S.A.Member of the Board of Directors
Comitur, SGPS, S.A.Member of the Board of Directors
01 CORPORATE GOVERNANCE 14
Comitur Imobiliária, S.A.Member of the Board of Directors
Expocomitur-Promoções e Gestão Imobiliária, S.A.Member of the Board of Directors
Herdade do Vale da Fonte-Sociedade Agrícola, Turística eImobiliária, S.A.Member of the Board of Directors
Sociedade Imobiliária e Turística do Cojo, S.A.Member of the Board of Directors
Sociedade Imobiliária da Rua das Flores, n.º 59, S.A.Member of the Board of Directors
Reditus, SGPS, S.A. Member of the Board of Directors
Banif Investment, S.A. Vice-Chairman of the Consultative Council
Instituto de Gestão do Crédito PúblicoMember of the Consultative Council
Instituto Português de Relações InternacionaisMember of the Executive Board.
Positions held by Member of the Board of Directors of
BRISA Auto-Estradas de Portugal, S.A, Isídro Fainé Casas:
ABERTIS INFRAESTRUCTURAS, S.A. Chairman of the Board of Directors
TELEFÓNICA, S.A.Vice-Chairman of the Board of Directors
BPI- Banco Português de Investimento SGPS, S.A.Member of the Board of Directors
CRITERIA CAIXACORP, S.A. Member of the Board of Directors
CAIFOR, S.A.Member of the Board of Directors
REPSOL YPF, S.A.Member of the Board of Directors
HISUSA – Holding de Infraestructuras y ServiciosUrbyears, S.A.Member of the Board of Directors, representing CRITERIA
CAIXACORP, S.A.
Port Aventura, S.A.Member of the Board of Directors
Positions held by Member of the Board of Directors of
BRISA Auto-Estradas de Portugal, S.A, Dr. Martin
Wolfgang Johannes Rey:
Babcock & Brown GmbH, AustriaMember of the Board of Directors
Babcock & Brown S.a.r.l, FranceMember of the Board of Directors
Babcock & Brown Wind Partner France SAS, FranceMember of the Board of Directors
Babcock & Brown France (Fruges II) SAS, FranceDebuty General Manager
Babcock & Brown GmbH, GermanyMember of the Board of Directors
Babcock & Brown Windpark Verwaltungs GmbHMember of the Board of Directors
CBRail GmbHMember of the Board of Directors
Goniatit GmbHMember of the Board of Directors
Babcock & Brown Windpark Management GmbHMember of the Board of Directors
Babcock & Brown Renewable Management GmbMember of the Board of Directors
Renerco AG, GermanyMember of the Board of Directors
Nordex AG, GermanyMember of the Board of Directors
ZAAB Energy AG, GermanyMember of the Board of Directors
Windpark Holding Management GmbH, GermanyMember of the Board of Directors
Wohnungsbaugesellschaft JADE mbH, GermanyMember of the Board of Directors
BBEIF Founder Partner Limited, GuernseyMember of the Board of Directors
BBEIF GP Limited, GuernseyMember of the Board of Directors
Babcock & Brown Management Holdings (Guernsey)Limited, GuernseyMember of the Board of Directors
Babcock & Brown S.r.l., ItalyMember of the Board of Directors
Babcock & Brown Property S.r.l., ItalyMember of the Board of Directors
Babcock & Brown Italian Infrastructure S.r.l., ItalyMember of the Board of Directors
Babcock & Brown SGR S.p.A., ItalyMember of the Board of Directors
Babcock & Brown European Investments S.a.r.l,LuxemburgMember of the Board of Directors
Babcock & Brown Z Portfolio S.a.r., LuxemburgMember of the Board of Directors
Babcock & Brown (DIFC) Limited, USAMember of the Board of Directors
Babcock & Brown NGW Holding Limited, EnglandMember of the Board of Directors
15 . Annual Report 2007
Positions held by Member of the Board of Directors of
BRISA Auto-Estradas de Portugal, S.A, Luís Manuel de
Carvalho Telles de Abreu:
Telles de Abreu e Associados – Sociedade deAdvogados, R.L.Director
Imobiliária 1928, LimitadaManager
Actaris Imobiliária, S.A.Chairman of the General Assembly
Caraimo – Propriedade, Investimento e Administração deBens Mobiliários e Imobiliários, S.A.Chairman of the General Assembly
Cimertex Sociedade de Máquinas e Equipamentos, S.A.Chairman of the General Assembly
Cinca – Companhia Industrial de Cerâmica, S.A.Chairman of the General Assembly
Dafer – Sociedade de Gestão do Hotel Infante deSagres, S.A.Chairman of the General Assembly
Empresa Predial Ferreira & Filhos, S.A.Chairman of the General Assembly
Gamobar, SGPS, S.A. Chairman of the General Assembly
José Luís Ferreira da Costa, S.G.P.S., S.AChairman of the General Assembly
Prainha – Empreendimentos Imobiliários, S.AChairman of the General Assembly
Prainhamar – Exploração Hoteleira, S.A. Chairman of the General Assembly
Rasa – Sociedade de Administração de Bens, S.A.Chairman of the General Assembly
Real Seguros, S.A.Chairman of the General Assembly
Real Vida Seguros, S.A. Chairman of the General Assembly
Sagrotel – Sociedade Imobiliária, S.A.Chairman of the General Assembly
Sociedade Agrícola da Romaneira, S.A.Chairman of the General Assembly
Tecniforma – Oficinas Gráficas, S.A. Chairman of the General Assembly
Viagens Abreu, S.A.Chairman of the General Assembly
Asorg – Assessoria e Organização, S.A.Secretary of the General Assembly
Encontrarse – Associação de Apoio às Pessoas comPerturbação Mental GraveSecretary of the General Assembly
Quinta dos Cónegos – Sociedade Imobiliária, S.A Member of the Board of Directors
Positions held by Member of the Board of Directors of
BRISA Auto-Estradas de Portugal, S.A, António Ressano
Garcia Lamas:
Parques de Sintra-Monte da Lua S.A. Chairman of the Board of Directors
Positions held by Member of the Board of Directors of
BRISA Auto-Estradas de Portugal, S.A, João Vieira de
Almeida:
Portucale, SGFTC, S.A.Member of the Board of Directors
Associação Crianças sem Fronteiras Member of the Supervisory Board
Federação Portuguesa de Râguebi Member of the Council Jurisdicional
BRISA Internacional, SGPS, S.A.Chairman of the General Assembly
Banco Finantia, S.A.Chairman of the General Assembly
Grow – Sociedade Gestora de Patrimónios, S.A.Chairman of the General Assembly
PPPS – Consultoria em Saúde, S.AChairman of the General Assembly
SGFI, S.A. – Sociedade Gestora de Fundos deInvestimento Imobiliário, S.A.Chairman of the General Assembly
Route to Market, S.A. Chairman of the General Assembly
Imopolis - Sociedade Gestora de Fundos de InvestimentoImobiliário, S.A.Chairman of the General Assembly
Fundação do Gil Chairman of the Supervisory Board
Associação de Curling de Portugal Chairman da Executive Board
José de Mello Saúde, S.A.Secretary of the General Assembly
Banif – InvestimentoMember of the Consultative Council
VAS – Vieira de Almeida Serviços, Lda Manager
01 CORPORATE GOVERNANCE 16
Positions held by Member of the Board of Directors of
BRISA Auto-Estradas de Portugal, S.A, Pedro Jorge
Bordalo Silva:
CINVESTE, SGPS, S.A.Member of the Board of Directors
CINVESTE FINANCE, SGPS, LDA.Manager
CINVESTE FINANCE, GESTÃO DE VALORESMOBILIÁRIOS, LDA.Manager
MPBS – IMOBILIÁRIA, S.A.Member of the Board of Directors
LSMS, INVESTIMENTOS, SGPS, S.A.Member of the Board of Directors
LAS, INVESTIMENTOS, SGPS, LDA.Manager
CINVESTE, ARTE E MOBILIÁRIO, S.A.Member of the Board of Directors
ISRARBER, SGPS, S.A.Member of the Board of Directors
SÃO MIGUEL - INVESTIMENTOS IMOBILIÁRIOS, S.A.Member of the Board of Directors
ECOMAR, SGPS, S.A.Member of the Board of Directors
BENBECULA – REPRESENTAÇÕES E LOGÍSTICA, S.A.Member of the Board of Directors
LOMOND – LOGÍSTICA E DISTRIBUIÇÃO, S.A.Member of the Board of Directors
HSF - ENGENHARIA, S.A.Chairman of the Board of Directors
KEBAB EXPRESS – SERVIÇOS DE RESTAURAÇÃO, S.A.Member of the Board of Directors
GUEMONTE – SOCIEDADE CIVIL IMOBILIÁRIA E DEINVESTIMENTOS, S.A.Chairman of the Board of Directors
BORDALO & COMPANHIA, S.A.Member of the Board of Directors
ECOMAR, S.A. (Angola)Member of the Board of Directors
NEVIS – SERVIÇOS E LOGÍSTICA, LDA. (Angola)Member of the Board of Directors
NESS INVESTIMENTOS, S.A. (Angola)Member of the Board of Directors
ACIL, S.A. (Angola)Member of the Board of Directors
1 C) PROFESSIONAL QUALIFICATIONSAND POSITIONS HELD IN THE LAST 5 YEARS BY MEMBERS OF THE BOARDOF DIRECTORS
Vasco Maria Guimarães José de Mello, Chairman ofthe Board of Directors and of the Executive Committee ofBrisa Auto-Estradas de Portugal S.A., since 2000.
Graduated in Business Administration from the AmericanCollege of Switzerland in 1978. Attended the Citigroup’sTraining Program in New York 1978 to 1979.
Held several positions in 1980 at Banco Crefisul deInvestimento, Citicorp’s Brazilian banking subsidiary inSão. Joined CUF Finance, a wealth management companyin Geneva, Switzerland in 1985, as managing director.Joined UIF – União Internacional Financeira as a director in1988. From 1991-2000, held the positions of memberand chairman of the board of directors of Banco Mello, ofBanco Mello de Investimentos and Companhia deSeguros Império, as well as vice-chairman of José deMello, SGPS. Was also member of the Strategic Board ofCTT – Correios de Portugal, S.A..
João Pedro Stilwell Rocha e Melo, Vice-Chairman ofthe Board of Directors and Member of the ExecutiveCommittee of Brisa – Auto-Estradas de Portugal, S.A.,since 2002.
Graduated in Mechanical Engineering from InstitutoSuperior Técnico in 1985.
Postgraduation in Business Administration (MBA) fromUniversidade Nova de Lisboa in collaboration withWharton School, of the University of Pennsylvania in1986. Course in “International Capital Markets Course”at Oxford University in 1991.
Completed the management training programme“Leadership for Top Managers” – IMD International in2002.
Was director of Mello Valores – Sociedade Financeira deCorretagem and director-general of Banco Mello deInvestimentos. From 1997-2000 was chairman of theexecutive committee of Banco Mello de Investimentos,Director of Banco Mello and Director of Companhia deSeguros Império, as well as vice-chairman of the board ofdirectors of BCP Investimento.
17 . Annual Report 2007
Daniel Pacheco Amaral, Member of the Board ofDirectors and Executive Committee of Brisa – Auto--Estradas de Portugal, S.A., since 1998.
Graduated in Economics from Instituto Superior deCiências Económicas e Financeiras (ISCEF) in 1969.
Was director of Associação Portuguesa de Economistas,the predecessor of the current Ordem dos Economistas.
Was director of three real estate companies held by theBCP/BPA Group – Cofipsa, Salgipor andEmpreendimentos Imobiliários Colombo., as well asdirector of Companhia Previdente, S.A. and director ofEngil – Sociedade de Construção Civil, S.A.
João Pedro Ribeiro Azevedo Coutinho, Member ofthe Board of Directors and Executive Committee of Brisa– Auto-Estradas de Portugal, S.A., since 1999.
Graduated in Business Administration from UniversidadeCatólica Portuguesa in 1982.
Completed the management training programme“Leadership for Top Managers”, IMD International in2002.
Was sénior auditor at Coopers & Lybrand, Auditores, Lda.,director in charge of financial engineering, corporatefinance, mergers and acquisitions and capital markets atDECA, Decisão Estratégica, Consultores Associados emGestão, S.A., director in charge of investment andfinancial engineering and primary capital markets at RAR- Sociedade de Investimentos e Engenharia FinanceiraS.A., director of Deutsche Bank, in Portugal, responsiblefor the Investment Banking Department, member of theboard of directors of DB Vida, S.A. and member of theexecutive committee of Banco Mello de Investimento.
João Afonso Ramalho Sopas Pereira Bento, Membeof the Board of Directors and Executive Committee ofBrisa – Auto-Estradas de Portugal, S.A., since 2001.
Graduated in Civil Engineering from Instituto SuperiorTécnico (IST) in 1983.
Holds a Master’s degree in Strucutural Engineering fromIST in 1987. Holds a PhD in Civil Engineering from ImperialCollege of Science, Technology & Medicine, LondonUniversity in 1992.
Recognition in Civil Engineeering – Intelligent Systemsfrom IST in 1999.
Visiting Professor in Project Support Systems at IST’sDepartment of Civil Engineering and Architecture andMember of the Engineering Academy.
Was member of the board of directors of EDP S.A from2000- 2003, of Adamastor Capital, SGPS, S.A., from2002-2004 and of Brisatel S.A. from 2000-2001.
António José Fernandes de Sousa, Member of theBoard of Directors of Brisa Auto-Estradas de Portugal S.A.,2002.
Graduated in Business Administration from UniversidadeCatólica Portuguesa in 1977.
Holds a PhD in Business Adminsitration in the area ofStrategic Planning from Wharton School, University ofPennsylvania in 1983.
Was assistant secretary of state and foreign trade from1991-1993, assistant secretary of state and finances from1993-1994, governor of the Bank of Portugal from 1994-2000 and chairman of the board of directors of CaixaGeral de Depósitos from 2000- 2004.
01 CORPORATE GOVERNANCE 18
António Nogueira Leite, Member of the Board ofDirectors of Brisa Auto-Estradas de Portugal S.A., 2002.
Graduated in Economics from Universidade CatólicaPortuguesa in 1983. Holds a Masters of Science inEconomics from the University of Illinois at Urbana-Champaign in 1986.
PhD in Economics from the University of Illinois at Urbana-Champaign in 1988.
Equivalence to the degree of Doctorate in Economics(specialisation: Microeconomics) from the Faculty ofEconomics of Universidade Nova de Lisboa.
Recognition at Universidade Nova in 1992 where hecurrently Visiting Professor.
Chaired the board of directors of the Lisbon StockExchange in 1999. Also secretary of state for treasury andfiannces in the XIV Constitutional Government fromOctober 1999to September 2000. As a result was deputygoivernor of the European Investment Bank, EuropeanBank for Reconstruction and Development and the Inter-American Development Bank. Portuguese representativeat the Economic and Financial Council of the EuropeanUnion.
Isidro Fainé Casas, Member of the Board of Directors ofBrisa Auto-Estradas de Portugal S.A., since 2003.
Graduated in Business Administration from IESE, holds aPhD in Economic Science, is a Fellow of the “RealAcademia de Ciencias Económicas y Financieras” and“Real Acadèmia de Doctors”. Also holds an ISMP inBusiness Administration from Harvard University.
Director of Investments at Banco Atlântico in 1964;director of Banco de Asunción in Paraguay in 1969 andhuman resources manager at Banca Riva Y Garcia in1973; director-general at Banca Jover in 1974 andDirector-General at Banco Unión, S.A. in 1978.
Martin Wolfgang Johannes Rey, Member of the Boardof Directors of BRISA Auto-Estradas de Portugal, S.A.,since September 2007.
Graduated in Law from Rheinische Friedrich-WilhelmsUniversity in Bonn, having also attended businessadministration at the University of Hagen.
Joined the Babcock Group in 2003, before which he heldvarious managerial positions at Bayerische Hypo-undVereinsbank (HVB).
Currently a member of the executive committee ofBabcock & Brown, in charge of coordination of theGroup’s operations in Europe.
Does not hold BRISA shares.
Luís Manuel de Carvalho Telles de Abreu, Member ofthe Board of Directors of Brisa Auto-Estradas de PortugalS.A., since 2003.
Graduated in Law from the Faculty of Law of CoimbraUniversity in 1963.
Member of the District Council of Porto of the Ordem dosAdvogados from 1978-1980 and from 1981-1983.
Member of the General Council of the Ordem dosAdvogados from 1990- 1992.
Director of Telles de Abreu, Lucena e Associados –Sociedade de Advogados, member of the board ofdirectors of Quinta dos Cónegos – Sociedade ImobiliáriaS.A. e Gestão da Imobiliária 1928, Limitada. Chairman ofthe General Assembly of Actaris Imobiliária, S.A.,chairman of the General Assembly of Calves – Sociedadede Investimentos e de Gestão de Bens Mobiliários eImobiliários, S.A..
19 . Annual Report 2007
António Ressano Garcia Lamas, Member of the Boardof Directors of Brisa Auto-Estradas de Portugal S.A., since2003.
Graduated in Civil Engineering from Instituto SuperiorTécnico (IST) in 1969.
MSc in Metallic Strcutures in 1974 and PhD in StructuralEngineering in 1979 from Imperial College of Science andTechnology, London University.
Recognised in Civil Engineering (Structures) by IST in1984, where he is Visiting Professor.
Researcher at ICIST - Instituto de Estruturas, Território eConstrução and coordinator of IST post-graduate andmasters courses on Recovery and Maintenance ofConstructions and on Metallic and Mixed Structures.
Chairman of IPPC – Instituto Português do PatrimónioCultural from 1987- 1990, consultant of the Ministry ofthe Environment and Natural Resources for the UrbanEnvironment and representative of the Minister of theEnvironment and Natural Resoures on the supervisoryboard of the EXPO´98 Urbanisation Plan from 1993-1995. Chairman of Junta Autónoma de Estradas and JAEConstrução S.A. from June 1998 to July 1999 and as ofthis date to 30th August 2000, chairman of the board ofdirectors of Instituto das Estradas de Portugal, whichsucceeded the JAE.
João Vieira de Almeida, Member of the Board ofDirectors of Brisa Auto-Estradas de Portugal S.A., since2003.
Graduated in Law from Universidade Católica Portuguesain 1985, member of the Ordem dos AdvogadosPortugueses and Ordem dos Advogados do Brazil.Member of the District Council Distrital and General ofthe Ordem dos Advogados Portugueses.
Member and chairman of the executive board of Vieira deAlmeida & Associados - Sociedade de Advogados; R:L.,jointly responsible for M&A and Corporate Finance.
Pedro Jorge Bordalo Silva, Member of the Board ofDirectors of BRISA Auto-Estradas de Portugal, S.A., sinceSeptember 2007.
Course in Production Management from SheridanInstitute of Technology, Toronto, Canada in 1980.
Director of the Lusomundo Group, including, amongstothers, Lusomundo Audiovisuais, Lusomundo Media andJornal de Notícias (1998-2002);
Director of Cinveste, SGPS, S.A. (since 2002)
01 CORPORATE GOVERNANCE 20
21 . Annual Report 2007
Nº Shares % Capital % Vote
José de Mello SGPS, S.A.
José de Mello Investimentos SGPS, S.A. 94 655 688 15.78% 16.14%
Window Blue 3 024 078 0.50% 0.52%
Impegest 8 552 368 1.43% 1.46%
Egadi 15 009 362 2.50% 2.56%
Orla 57 116 819 9.52% 9.74%
Vasco de Mello e Pedro Rocha e Melo 1 085 121 0.18% 0.18%
Total 179 443 436 29.91% 30.59%
Abertis Infraestruturas S.A.
Abertis Portugal, SGPS, S.A. 87 643 700 14.61% 14.94%
Isidro Fainé Casas 1 200 0.00% 0.00%
Total 87 644 900 14.61% 14.94%
Babcock & Brown Limited
Hidroeléctrica de Dornelas, Lda 60 000 000 10.00% 10.23%
Veryotherco - Consultoria e Serviços, S.A. 54 225 0.01% 0.01%
Afonso Manuel Proença 12 500 0.00% 0.00%
Total 60 066 725 10.01% 10.24%
Luis Augusto da Silva
Cinveste SGPS S.A. 25 407 626 4.23% 4.33%
Cinveste Finance 4 503 934 0.75% 0.77%
Luis Augusto da Silva and Pedro Bordalo Silva 29 040 0.00% 0.00%
Total 29 940 600 4.99% 5.10%
Banco Privado Português
Kendall Develops S.L. 29 688 679 4.95% 5.06%
Clients BPP 1 049 180 0.17% 0.18%
Total 30 737 859 5.12% 5.24%
Peter Doherty
Capital Partners PTY LTD 20 165 497 3.36% 3.44%
Caixa de Aforros de Vigo, Ourense e Pontevedra (CAIXANOVA) 12 000 000 2.00% 2.05%
LIST OF QUALIFYING SHARES UNDERTHE TERMS OF ARTICLE 20 OF THECMVM
01 CORPORATE GOVERNANCE 22
Name Balance 31-12-06 Buy Sell balance 31-12-2007
Vasco de Mello 584 352 - 9 Aug. 553 12123 798 - 10.30 €
10 Aug.7 433 - 10.25 €
Pedro Rocha e Melo 532 000 - - 532 000
Daniel Amaral 538 700 - 5 Oct. 525 00013 700 – 9.20 €
João Azevedo Coutinho 482 580 - - 482 580
João Bento 467 190 - - 467 190
António Fernandes de Sousa 1 520 - - 1 520
António Nogueira Leite 0 - - 0
Isidro Fainé 1 200 - - 1 200
Luis Telles de Abreu 0 - - 0
António Lamas 0 - - 0
João Vieira de Almeida 0 - - 0
Martin Rey 0 - - 0
Pedro Bordalo Silva (*) 6 Sep. - 26 0006 000 - 9,41 €
Pedro Infante de la Cerda Ribeiro da Cunha - - -
Tirso Olazábal Cavero - - - -
Francisco Xavier Alves
(*) On August 10, owned 20 000 shares
LIST OF TRANSACTIONS OF OWN SHARES
Date ISIN Number Market Nature Unitary Total shares Motiveof Shares Price (€) held after the
transaction
03-05-2007 PTBRI0AM0000 333 613 Stock Exchange Buy 9.70 11 754 499 Strengthen portfolio of shares
07-05-2007 PTBRI0AM0000 25 000 Stock Exchange Sell 9.75 11 729 499 Decrease portfolio of own shares
23-05-2007 PTBRI0AM0000 30 000 Stock Exchange Sell 9.77 11 699 499 Decrease portfolio of own shares
27-06-2007 PTBRI0AM0000 106 250 Stock Exchange Sell 10.00 11 593 249 Management Incentive Plan
17-08-2007 PTBRI0AM0000 301 000 Stock Exchange Buy 9.42 11 894 249 Strengthen portfolio of own shares
20-08-2007 PTBRI0AM0000 43 317 Stock Exchange Buy 9.49 11 937 386 Strengthen portfolio of own shares
21-08-2007 PTBRI0AM0000 25 000 Stock Exchange Buy 9.40 11 962 386 Strengthen portfolio of own shares
31-08-2007 PTBRI0AM0000 150 000 Stock Exchange Buy 9.38 12 112 386 Strengthen portfolio of own shares
11-09-2007 PTBRI0AM0000 320 000 Stock Exchange Buy 9.14 12 432 386 Strengthen portfolio of own shares
12-09-2007 PTBRI0AM0000 277 355 Stock Exchange Buy 9.21 12 709 741 Strengthen portfolio of own shares
13-09-2007 PTBRI0AM0000 382 387 Stock Exchange Buy 9.08 13 092 128 Strengthen portfolio of own shares
17-09-2007 PTBRI0AM0000 149 844 Stock Exchange Buy 9.07 13 241 972 Strengthen portfolio of own shares
25-09-2007 PTBRI0AM0000 200 000 Stock Exchange Buy 8.98 13 441 972 Strengthen portfolio of own shares
ACQUISITIONS /DIVESTITURE OF COMPANY INTEREST-BEARING SECURITIES HELD BYMEMBERS OF THE GOVERNING BODIES DURING 2007
Article 447 number 5 of Código das Sociedades Comerciais and sub-paragraph c) of number 1 of Chapter IV of the Annexof CMVM Regulation number 7/2001
2 – EXECUTIVE COMMITTEE
Under the terms defined in the Statutes, the Board ofDirectors meets on a quarterly basis and the executivemanagement of the company is attributed to an ExecutiveCommittee composed of 5 members.
3 A) DELIMITATION OF POWERSBETWEEN THE CHAIRMAN OF THEBOARD OF DIRECTORS AND CHAIRMANOF THE EXECUTIVE COMMITTEE
In accordance with the governance model adopted atBRISA, the Chairman of the Board of Directors is theChairman of the Executive Committee.
3 B) LIST OF ISSUES BARRED TO THEEXECUTIVE COMMITTEE
The Executive Committee has been invested with thebroadest management powers, except for those whichare, for legal or statutory reasons, reserved for the Boardof Directors. Under these terms, the following duties arereserved for the Board of Directors:
• Definition of the major strategic guidelines which theCompany’s management must observe
• Cooptation of directors• Request for the calling of a General Assembly• Annual and Quarterly Reports and Financial
Statements• Provision of surety bonds and personal or tangible
securities on the company’s behalf• Change of head office and capital increases, under the
terms established in the Articles of Association• Mergers, demergers and transformation of the
company
Any relevant business, even if it has been delegated to theExecutive Committee, may be submitted to the Board ofDirectors, pursuant to deliberation of the ExecutiveCommittee or its Chairman.
3 C) INFORMATION TO THE MEMBERSOF THE BOARD OF DIRECTORS
All members of the Board of Directors have unrestrictedaccess to issues discussed and decisions made by theExecutive Committee. In addition, the meetings of theBoard of Directors include as a rule a progress report onthe company’s most relevant business matters.
3 D) LIST OF INCOMPATIBILITIES
There is no list of incompatibilities applicable to themembers of the board of directors.
3 E) NUMBER OF MEETINGS
The Board of Directors met eight times during 2007 withan average participation of its members of approximately90% and the Executive Committee met fifty one times,also with an average participation of 90%.
The Committe for Corporate Government andSustainability met five times during 2007.
The Audit and Risk Government Committee met threetimes during 2007.
3 F) ELECTION AND APPOINTMENT OFTHE BOARD MEMBERS
The company by-laws, do not establish special rules forthe election and the appointment of the members ofthe board, nor for the change of the by-laws. Therefore,those matters are ruled by Código das SociedadesComerciais.
4 - REMUNERATION
The remuneration policy for members of the Board ofDirectors is established in the statement of theRemuneration Committee quoted on page 75.
Remuneration (Remuneration policy)Executive directors: Fixed remuneration: 1 818 589 Euros Variable remuneration: 1 290 000 Euros Defined benefits*: 244 860 Euros
Non-executive directors:Fixed remuneration: 469 334 Euros
23 . Annual Report 2007
The abovementioned values represent the total amountpaid during 2007. The directors of BRISA Auto-Estradasde Portugal, S.A. do not receive any retribution or anyother benefits for performing their roles they may have ayother companies of the BRISA Group. Information onindividual remuneration of the members of the Board ofDirectors is not disclosed (as recommended by theCMVM), consistent with the company’s view of theboard’s collective nature, in which all members are equallyresponsible for the conduct of the company’s business.
* The board members of Brisa, the management and directors of
the other group companies have the benefit of a defined
contribution supplementary retirement pension, the Company
having assumed the commitment to pay an insurance company
10% of the respective basic annual remuneration. The premiums
for the years ended 31 December 2007, reflected under the
caption “Personnel costs”, amounted to 521 thousand Euros, of
which 244,9 th Euros refer to the members of the Executive
Commission.
The present report include all the relevant informationunder the terms of article 245-A of the PortugueseSecurities Commission (CVM).
01 CORPORATE GOVERNANCE 24