TERMS OF REFERENCE FOR THE EXECUTIVE COMMITTEE GALP ENERGIA, SGPS, S.A.

Transcription

1 TERMS OF REFERENCE FOR THE EXECUTIVE COMMITTEE GALP ENERGIA, SGPS, S.A. Solid foundations to deliver sustainable value

2 Unofficial Translation This is an unofficial translation of the executive committee s terms of reference of Galp Energia, SGPS, S.A. prepared for information purposes only. In the case of any discrepancy between this translation and the Portuguese version of the executive committee s terms of reference, the Portuguese version will prevail. CHAPTER I. INTRODUCTION 1 AIM These terms of reference aim to define the principles governing the actions of the Executive Committee of Galp Energia, SGPS, SA (the Company ), as well as the basic rules for its organisation and operation and the rules of conduct to be observed by its members, in order to achieve the highest degree of efficiency and management optimisation. 2 INTERPRETATION The Executive Committee shall interpret these terms of reference in obedience and compliance with applicable legal and statutory provisions, with the principles and recommendations of the Board of Directors according to the best practices determined among the companies that constitute Galp Energia s peer group. CHAPTER II. EXECUTIVE COMMITTEE MISSION 3. Day-to-day management of the Company 3.1. With the exception of matters that are of the exclusive responsibility of shareholders at the General Meeting and of the Board of Directors, the Executive Committee, under the powers delegated by the Board of Directors, is in charge of the Company s day-to-day management and will act in the interest of the Company and its shareholders and of other stakeholders, considered together rather than individually for this purpose, complying in all circumstances with applicable law and respecting the values and models of behaviour generally accepted in the market The Executive Committee shall also submit to the Board of Directors any matters which, due to their importance, it believes justify approval by that governing body. CHAPTER III. COMPOSITION AND STRUCTURE OF THE EXECUTIVE COMMITTEE 4. The Executive Committee shall comprise five, six or seven directors having recognised company management skills and proven professional experience. The Chief Executive Officer shall chair the Executive Committee. 5. In the deliberation that appoints the members of the Executive Committee, the Board of Directors shall also appoint the Chief Executive Officer ( CEO ) and the Vice-Chairman of the Executive Committee.

3 6. The composition of the Board of Directors of the following subsidiaries shall be the same as that of the Executive Committee: a) Petróleos de Portugal Petrogal, S.A.; b) GDP Gás de Portugal, SGPS, S.A.; c) Galp Power, SGPS, S.A.; d) Galp Energia, E&P, B.V. (now called Galp Energia Netherlands, B.V.); e) Galp Energia, S.A.. The management of these companies shall be subordinated to Galp Energia, SGPS, S.A. which, for the purpose, may issue binding instructions under the Law. 7. The members of the Executive Committee shall always act in accordance with criteria of efficiency and rationality and reflect the general guidelines adopted by the shareholders at General Meetings. CHAPTER IV. FUNCTIONING OF THE EXECUTIVE COMMITTEE 8.1. At the start of each new term of office, the Executive Board shall approve the terms of reference defining the principles and rules concerning its organisation and functioning, which shall be consistent with the articles of association and with the powers delegated by the Board of Directors The Executive Committee shall promptly notify the Board of Directors of the approval of the terms of reference mentioned in number 8.1 sending it a copy thereof The Executive Committee shall also inform the Board of Directors of the topics discussed and important decisions taken at its meetings. 9. Executive Committee meetings 9.1 The Executive Committee shall generally meet once a week and whenever called for this purpose by the CEO or by two members of the Executive Committee. 9.2 The notice of each meeting shall be drawn up by the Company Secretary and approved by the CEO, based on the proposals for agendas formulated by the Executive Directors, sent at least two (2) days in advance and in writing, and may be sent out by Information in respect of any topics included on the Agenda of any meeting of the Executive Committee, as well as the corresponding supporting documentation, must be sent to the Corporate Secretary, accompanied by the relevant Deliberation Form duly signed by the Executive Director making the proposal, in time to be included in the Notice of Meeting. 9.4 The topics to be included on the Agenda of the meetings of the Executive Committee will be proposed by the Executive Directors and divided into two lists: 3 7

4 a) List A - topics that must be discussed at the meeting, for which, at the request of the Executive Director proposing the items on the agenda, presentations may be prepared by the Business Units and/or Central or Corporate Services Departments involved, for which they may work in collaboration with consultants; b) List B - topics of lesser importance or impact, normally of an administrative or routine nature, that do not require express discussion, and will merely be the subject of discussion if requested by one of the Executive Directors at the meeting and will be considered approved as proposed and recorded as such in the Minutes even when not expressly discussed. 9.5 Notwithstanding the preceding paragraphs, any Executive Director may, up to the start of the meeting, ask the CEO to add to the Agenda topics of particular importance or urgency that, for justifiable reasons, could not be included on the agenda within the normal deadline. 9.6 The meetings of the Executive Committee may be held via telematic means If an Executive Director is unable for any reason to attend any meeting of the Executive Committee, he/she may, by letter or written communication sent by electronic means addressed to the Chairman of the Executive Committee until the start of the meeting in question, designate another Executive Director to represent him/her at this meeting, granting the necessary powers to speak and vote on all topics discussed and deliberated on at that meeting. An Executive Director may represent more than one Executive Director Executive Committee members who are not present at the meeting and do not wish to be represented by another Executive Director may, in the event of a resolution considered urgent by the CEO, express their vote by letter addressed to the Chairman, the vote to be only valid for that meeting. 10. Resolutions and functioning of Executive Committee meetings For the Executive Committee to be able to meet the majority of its members in office must be present To be valid, the resolutions of the Executive Committee require a simple majority of the votes cast An Executive Director who, in person or in writing, votes against the proposal submitted, shall issue a statement justifying his/her vote, this statement to be recorded in the book of minutes. 4 7

5 APPENDIX 1 MATTERS ON WHICH THE EXECUTIVE COMMITTEE MAY NOT DELIBERATE SINCE BY LAW THEY ARE THE EXCLUSIVE RESPONSIBILITY OF THE BOARD OF DIRECTORS 1. The following powers cannot be delegated on the Executive Committee: a) selection of the chairman of the Executive Committee; b) co-opting directors; c) requests to convene general meetings of the Company; d) approval of the annual reports and accounts; e) provision of performance bonds and personal or real guarantees by the Company; f) change in the registered office and in the share capital increases, under the terms of the articles of association; g) plans to merge, split and transform the Company. 5 7

6 APPENDIX 2 MATTERS FOR WHICH THE EXECUTIVE COMMITTEE MAY NOT DELIBERATE SINCE THEY ARE NOT PART OF DAY-TO-DAY MANAGEMENT, AS DECIDED AT THE MEETING OF THE BOARD OF DIRECTORS DATED 26 JULY a) Approval of the strategic investments of the Company and of the companies directly or indirectly controlled by the Company, and approval of the respective funding; b) Approval of the strategic divestments of the Company and of the companies directly or indirectly controlled by the Company; c) Participation, particularly through direct or indirect acquisition of holdings, in companies that are not engaged in the core operational activities undertaken by companies directly or indirectly controlled by the Company (i.e., oil and gas exploration, production, refining, transport, marketing and distribution); d) Establishment of strategic partnerships within the context of the core operational activities undertaken by companies directly and indirectly controlled by the Company; e) Approval and modification of the strategic plans of the Company and of companies engaged in the Group s core activities that are directly and indirectly controlled by the Company; f) Approval of the Group s annual budget and of the business plans of the Group and of the companies directly or indirectly controlled by the Company, and their change if the change exceeds by 20% the value of the item in question or by 10% the total amount of the annual budget; g) Transactions of the Company or of companies directly or indirectly controlled by the Company with related entities or with any of the Company s shareholders in excess of 20,000,000.00; h) Definition of the basic organisational structure of the Company and of the Galp Group; i) Proposal and exercise of the voting right in the election of the boards of directors of companies controlled by the Company; j) Issue by the Company of bonds or other debt instruments; k) Definition of the limits of management autonomy in companies controlled by the Company; l) Change to the articles of association of companies controlled by the Company; m) Plans to split, merge or transform any companies controlled by the Company; n) Signing of peer or subordinate group agreements by any company controlled by Galp Energia; o) Proposal and exercise of the voting right by the Company and by the companies it controls regarding the appropriation of profits/distribution of dividends by the companies controlled by the Company. 6 7

7 2. Without prejudice to the limits to the delegation of powers, the Executive Committee is charged with the special duty of drawing up and proposing to the Board of Directors the acts and matters set out in the indents of paragraph 1 hereabove. 3. Under the delegation of powers, for the purposes of these terms of reference the expressions controlled companies or directly and indirectly controlled companies correspond to the following set of companies: a) Petróleos de Portugal Petrogal, S.A. b) Galp Exploração e Produção Petrolífera, S.A.; c) Galp Gás Natural SA; d) GDP Gás de Portugal, SGPS, S.A.; e) Galp Energia España, S.A.U.; f) Galp Power, SGPS, S.A.; g) Lisboagás GDL Sociedade Distribuidora de Gás Natural de Lisboa, S.A.; h) Lusitâniagás Companhia de Gás do Centro, S.A.; i) Petrogal Brasil, S.A.; j) Petrogal Angola, Ld.ª; k) Petrogal Moçambique, Ld.ª; l) Petrogal Guiné Bissau, Ld.ª; m) Galp Sinopec Brasil Services, B.V.; n) Galp Energia Netherlands, B.V.. 7 7