Jerónimo Martins2008年CSR报告.pdf

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1、annual report2008relatrio&contas Corporate Governance Report Corporate Governance Report Index Corporate Governance Report Introduction 4 Chapter 0 Statement of Compliance 5 Chapter 1 Shareholders Meeting 9 1.1.Presiding Members of the Shareholders Meeting 9 1.2.Participation in the Shareholders Mee

2、ting 9 1.3.Postal Vote 10 1.4.Exercise of the Right to Vote by Electronic Means 10 1.5.Involvement of the Shareholders Meeting Regarding the Companys Remuneration Policy 10 1.6.Defensive Measures 10 1.7.Significant Agreements to which the Company is a Party and that Take Effect,are Altered,or Cease

3、in the Case of Change in Control of the Company 11 1.8.Agreements between the Company and Officers and Members of the Board of Directors 11 Chapter 2 Managing and Supervisory Bodies of the Company 12 2.1.Identification and Composition of the Corporate Bodies 12 2.2.Other Committees Formed with Respo

4、nsibility in Company Management or Supervision 12 2.2.1.Executive Committee 12 2.2.2.Audit Committee 13 2.2.3.Ethics Committee 14 2.2.4.The Internal Control Committee 15 2.3.Structure and Operation of the Board of Directors and Distribution of Responsibilities 16 2.3.1.The Board of Directors 16 2.3.

5、1.1.President of the Board of Directors 18 2.3.2.Responsibilities of the Members of the Executive Committee 18 2.3.3.Organisational Structure and Distribution of Responsibilities 18 2.3.3.1.Holding Company Functional Divisions 18 2.3.3.2.Operational Divisions 23 2.3.3.3.Operational Support Functiona

6、l Divisions 23 2.4.Risk Management and Internal Control Systems Implemented in the Company 23 2.4.1.Risk Management 23 2.4.1.1.Risk Management Objectives 24 2.4.1.2.The Risk Management Process(RMP)24 2.4.1.3.Organisation of Risk Control 24 2.5.Powers of the Board of Directors,Namely in Relation to D

7、eliberations on Capital Increases 33 2.6.Code of Conduct and Internal Regulations 33 2.7.Rules Regarding Designation and Substitution of Members of the Board of Directors and the Supervisory Board 34 2.8.Number of Meetings of the Board of Directors and Supervisory Board,and Other Committees 35 2.9.D

8、escription and Identification of the Board of Directors 35 2.10.Functions that the Members of the Board of Directors Perform in Other Companies 37 2.11.Board of Directors Remuneration Policy 39 2.12.Remuneration Committee 40 2.13.Remuneration of the Members of the Board 40 2.14.Communications Policy

9、 for Alleged Irregularities Occurring within the Company (Whistleblower Procedure)42 Corporate Governance Report Index 6 Chapter 3 Information 43 3.1.The Companys Capital Structure 43 3.2.Shareholder Structure 43 3.3.Restrictions Regarding Transferability of Shares,Shareholder Agreements and Rules A

10、pplicable to Altering the Companys By-Laws 44 3.4.System for Employees Participation in the Companys Capital 44 3.5.Share Price Performance 44 3.6.Performance of Jernimo Martins Shares 45 3.7.Publication of Market Results 46 3.8.Dividend Distribution Policy 47 3.9.Stock Options Plan 47 3.10.Business

11、 between the Company and the Members of the Board,Holders of Qualified Stakes and Companies in a Parent-Subsidiary or Group Relationship 48 3.11.Investor Relations Department 48 3.11.1.Communication Policy of Jernimo Martins 48 3.11.2.Activities of the Investor Relations Office 48 3.12.Yearly Remune

12、ration Paid to the External Auditor 51 Corporate Governance Report Introduction 4 Introduction The revision of the Portuguese Commercial Companies Code through the entering into effect of Decree-Law 76-A/2006 of 29 March brought about a profound change in the rules regarding corporate governance in

13、Portugal,particularly in reforming the supervision of companies by separating the supervisory functions and those for reviewing accounts,thereby reinforcing the independence and technical responsibilities of the members of the supervisory bodies.Consequently,in the Annual Shareholders Meeting of 200

14、7 a revision of the By-Laws was resolved,contemplating the changes imposed by that law in this important matter.The Company therefore adopted the so-called Anglo-Saxon model of governance,with the following corporate bodies:the Shareholders Meeting,the Board of Directors,the Audit Committee and the

15、Chartered Accountant,as a coherent evolution of the previous monist model.In order to update the By-Laws and to adhere to the most advanced practices in the realm of corporate governance,an effort was also made to adjust the related issues accordingly,such as:regulating votes by post,the possibility

16、 of holding Board of Directors meetings using telematic means,as well as establishing the number of absences from meetings without justification accepted by the Board,leading to definitive absence of the Director.With regard to remuneration,the By-Laws established the maximum percentage of profits f

17、or the year that may be given to the Directors as variable pay.With the entry into effect of the Code of Corporate Governance,with the interest of the shareholder and the market in mind,in 2008 Jernimo Martins sought to adjust its activities in order to continue developing towards adopting best prac

18、tices,particularly regarding the values of rigour and transparency.The Companys Board,especially its Audit Committee,pays particular attention to matters related to Corporate Governance and believes that the Groups policy is in line with the markets best practices,and that the operation of its model

19、 of government,as recognised by countless stakeholders,is the most appropriate for their interests.This Report is a pledge to this policy,and the Board of Directors believes that it mirrors the correct operation of the adopted model and current corporate practices.Corporate Governance Report Stateme

20、nt of Compliance 5 Chapter 0 Statement of Compliance 0.1.The Company is subject to the Code of Corporate Governance defined by the Portuguese Securities and Exchange Commission(CMVM),which is published on the CMVMs website at:http:/www.cmvm.pt/NR/exeres/9405C5ED-7D91-4B3A-B97E-47A04EF72B43,frameless

21、.htm.The Company is also governed by its own Code of Conduct,whose content connects to corporate governance matters,and which may be consulted on the Companys website.All of its corporate bodies are governed by regulations,which are documented and available on the Companys website at www.jeronimomar

22、tins.pt.0.2.The Company fully complies with the recommendations of the CMVM in the Corporate Governance Code.However,the Company admits that some recommendations were not adopted in full.The following shows a breakdown of the recommendations contained in the Code of Corporate Governance of the CMVM

23、that were adopted,not adopted and not applicable,as well as reference to the text of the Report where the compliance or justification for not adopting these recommendations may be checked.Pursuant to the Annex to its Regulation No.1/2007,the CMVM considers the recommendations that are not followed i

24、n their entirety as not having been adopted.In relation to recommendation II.1.5.1,the only non-compliance of the Company is with sub-section iii),which states that remuneration of non-executive directors must be exclusively comprised of a fixed amount,which is justified in the next point of the Rep

25、ort.The Company thus complies with the remaining recommendations in the remaining sub-sections.Corporate Governance Report Statement of Compliance 6 RECOMMENDATION ADOPTED NOT ADOPTED N/A I.1.1 1.1.I.1.2 1.1.I.2.1 1.2.I.2.2 1.2.I.3.1 1.3.I.3.2 1.3.I.3.3 1.2.I.4.1 0.3.1.I.5.1 3.11.2.I.6.1 1.6.I.6.2 1

26、.6.I.6.3 1.6.II.1.1.1 Introduction II.1.1.2 2.4.II.1.1.3 2.6.II.1.2.1 2.9.II.1.2.2 2.9.II.1.3.1 2.2.2.II.1.4.1 2.14.II.1.4.2 2.14.II.1.5.1 2.11;2.12;0.3.2.II.1.5.2 0.3.3.,1.5.II.1.5.3 2.12.II.1.5.4 2.13;3.9.II.1.5.5 0.3.4.;2.13.II.2.1 2.2.1.II.2.2 2.2.1;2.3.1.II.2.3 X II.2.4 2.3.1.II.2.5 0.3.5.II.3.

27、1 2.3.1.II.3.2 2.3.1 II.3.3 2.3.1.II.4.1 X II.4.2 2.2.2;3.11.2.II.4.3 2.2.2.II.4.4 2.2.2.II.4.5 2.2.2.II.5.1 2.3.1;2.2.2.II.5.2 2.12.II.5.3 2.8;2.12.III.1.2 3.11.III.1.3 3.11.2.0.3.In light of the text of the recommendations,the Company admits that it is possible to interpret the following recommend

28、ations,also referenced in the table above,as not being complied with in full.0.3.1.Recommendation I.4.1 states that companies should not establish a constitutive or deliberative quorum greater than that indicated in the law.However,according to Article Twenty-Six of the By-Laws,the Shareholders Meet

29、ing may take place at the first summoning as long as more than fifty percent of the Companys Corporate Governance Report Statement of Compliance 7 share capital is present or represented.This is a rule that was not altered in the last revision of the By-Laws,which envisaged its adaptation to Decree-

30、Law 76-A/2006 of 29 March,although the said recommendation was issued subsequently.In any case,the Company believes that,according to the nature of its shareholder structure,no situations will occur resulting in any practical impact from failure to adopt the recommendation,which is shown by the hist

31、ory of the Companys Shareholder Meetings.It should also be noted that the second part of the recommendation is complied with in as far as no special deliberative quorum was established in the By-Laws.0.3.2.In relation to Recommendation II.1.5.1 iii),it is important to explain that the Remuneration C

32、ommittee decided that,considering his role according to 2.3.1.1.,the Chairman of the Board of Directors,earns fixed remuneration and variable remuneration,to be established on a yearly basis as,according to the Regulation of the Board of Directors,he is equally responsible for managing the respectiv

33、e meetings,for monitoring the action taken on the decisions made by this body,for defining the overall strategy,and for management development.As the Company understands it,these functions allow the Chairmans performance to be remunerated in a different manner,which is why this part of the recommend

34、ation is not adhered to.0.3.3 Regarding Recommendation II.1.5.2,it is noted that since last year,a statement on the remuneration policy and the performance appraisal of the Companys managing and supervisory bodies is submitted for approval at the Annual Shareholders Meeting.However,the Board of Dire

35、ctors decided that it would not make sense to present another statement for the Companys leaders along with the mentioned statement,as the Portuguese corporate tradition never trusted these types of functions to the Shareholders Meeting,nor the Board sees good reasons to introduce this practice via

36、a recommendation.This stance is reinforced by reasons which relate to the typology of the labour contracts in question and the asymmetry of the evaluation procedures between the management bodies and the Companys leaders.Due to their varied nature,these leaders encompass both purely corporate suppor

37、t personnel,as well as personnel responsible for businesses,making it difficult to find a common policy,which may be assessed,in useful way,by the Shareholders Meeting.0.3.4 The Company further accepts that,in light of the text in question,in the section that discusses the individual breakdown of re

38、muneration paid to the members of the Board of Directors in Recommendation II.1.5.5,it is possible that it may be interpreted as not being fully complied with.In this respect,the Company maintains the view that there are other options for verifying the internal distribution of remuneration and asses

39、sing the relationship between the performance of each Company sector and the level of remuneration of the members of the Board of Directors who are responsible for supervising these sectors,considering that it is achieved by indicating the overall remuneration of the Executive Directors on the one h

40、and,and the Non-Executives on the other.In addition,the Board of Directors believes that the internal and external sensitivity that such a disclosure could cause in no way contributes towards improving the performance of its members.Therefore,the recommendation has been adopted as far as remuneratio

41、ns in collective terms are concerned,and by differentiating the amounts paid to Executive Directors(with reference to both the fixed and variable parts)and Non-Executive Directors.Corporate Governance Report Statement of Compliance 8 0.3.5.The Company does not comply or agree with the text of Recomm

42、endation II.2.5,which states that the Board of Directors must promote the rotation of the member who is financial officer,at least at the end of every two terms.In the first place,the objective of the recommendation is not understood.This is a matter of strategic interest that should be decided upon

43、 by the Company and its Shareholders,depending on the specific circumstances of its governance model and its practical application.The financial function is specific to each type of business,and may not be performed across companies without paying attention to the characteristics of the areas where

44、the companies carry out their activities.Most of the time,this particular experience takes more than one term to acquire.Intending the member who is the financial officer to cease these functions after the integration period is,from the business point of view,an option that may be counterproductive

45、to the Company and its Shareholders.It is known that Portugal is a small country with a peripheral economy and a labour market that is not very attractive in comparison with other countries in Western Europe.In addition,the system of incompatibilities and independence perceived in the Portuguese Com

46、mercial Companies Code is particularly burdensome.The combination of these factors in itself already limits the choice of members of managing and supervisory bodies.In addition,it seems to us that complying with the recommendation in question would prevent a company from having the freedom to be abl

47、e to choose the best people for certain positions.On the other hand,the recommendation seems to suggest that,within the Board of Directors,the member who is financial officer will be rotational,i.e.within the same universe of directors.In the specific case of the Company in which the supervisory bod

48、y the Audit Committee comes from the Board of Directors,this solution is even more problematic due to the inherent limitations to the model itself.The CMVM should therefore adjust this recommendation and adapt it to the type of company in question,and to the practice of domestic companies Corporate

49、Governance Report Shareholders Meeting 9 Chapter 1 Shareholders Meeting 1.1.Presiding Members of the Shareholders Meeting The Chairman of the Board of the Shareholders Meeting is Mr.Joo Vieira de Castro,and the Secretary is Mr.Tiago Ferreira de Lemos.The current members of the Board of the Sharehold

50、ers Meeting were elected on 30 March 2007,for the current term,and will therefore cease functions in 2009.The Chairman of the Board of the Shareholders Meeting,Mr.Joo Vieira de Castro,received an annual payment of five thousand euros.For the only meeting held in 2008,the members had all the human an

51、d logistic resources necessary to carry out their functions well.In 2008,in addition to support from the Companys employees,the members also had the help of two lawyers hired specifically for that purpose,and both their preparatory work that for the meeting itself were carried out in an exemplary fa

52、shion.1.2.Participation in the Shareholders Meeting In accordance with the Companys By-Laws,Shareholders with voting rights may participate in the Shareholders Meeting provided that their shares are registered under their name in a securities account,or deposited in the Companys safes or those of a

53、credit institution,at least five working days prior to the meeting.In the latter case,there must be proof of this deposit by means of a letter issued by the respective credit institution,which must also reach the Companys Head Office within the same deadline of five working days.The most recent Chai

54、rmen of the Board of the Shareholders Meeting have understood that,considering the questions that are received within the period of receipt of statements of blocking of shares,those that are received by fax or e-mail by the indicated period and confirmed by receipt of the originals until the evening

55、 before the Meeting is held,must be accepted.There are no rules in the By-Laws regarding blocking of shares in the event of suspension of the Shareholders Meeting.In these cases,the Chairman of the Board of the Shareholders Meeting,understands that they should not be obligated to block shares during

56、 the entire period until the Meeting is resumed,and the regular advance notice required in the first session should be sufficient.Each share corresponds to one vote,and presence at the Shareholders Meeting is not restricted to holding a minimum number of shares.According to Article Twenty-Six of the

57、 By-Laws,the Shareholders Meeting may take place upon the first convocation,as long as more than fifty percent of the Companys capital is present or represented.There is no special rule in the By-Laws regarding deliberative quorums or systems that highlight the rights of equity content.Corporate Gov

58、ernance Report Shareholders Meeting 10 1.3.Postal Vote According to paragraph 3 of Article Twenty-Five of the By-Laws,postal votes are allowed.Pursuant to the By-Laws,postal votes count for the formation of a constitutive quorum for the Shareholders Meeting,and it is the responsibility of the Chairm

59、an of the Board of the Shareholders Meeting or his substitute to verify their authenticity and regularity,as well as to assure confidentiality when a vote is submitted.In the event that a Shareholder or a Shareholders representative is present at the Shareholders Meeting,the postal vote that was iss

60、ued is considered to be revoked.Postal votes count as negative votes in relation to deliberative proposals presented subsequent to the date on which those votes were issued.The Company has provided a form to exercise the right to vote by post on its web page.As the Companys By-Laws do not state anyt

61、hing on this matter,the Company has established a deadline of 48 hours prior to the Shareholders Meeting for receipt of postal votes,thus complying with and,to a certain extent,exceeding the recommendations of the CMVM in this matter.1.4.Exercise of the Right to Vote by Electronic Means The Company,

62、recognising that using new technologies encourages Shareholders to exercise their right to vote,in 2006 adopted adequate mechanisms so that Shareholders may vote electronically in Shareholders Meetings.Thus,Shareholders must state their intent to exercise their right to vote electronically to the Pr

63、esident of the Board of the Shareholders Meeting,at the Companys Head Office or using the Jernimo Martins website at .They subsequently receive a registered letter addressed to the domicile indicated on the statement of the financial intermediary with whom the securities are registered,containing th

64、e electronic address to be used to vote,and an identification code to use in the electronic mail,with which the Shareholder may exercise his right to vote.1.5.Involvement of the Shareholders Meeting regarding the Companys Remuneration Policy Since 2008,a statement prepared by the Remuneration Commit

65、tee on the remuneration policy and performance appraisal of the Companys managing and supervisory bodies has been submitted for approval at the Annual Shareholders Meeting.This statement outlines the main characteristics of that policy which is better explained in point 2.11 of this Report with spec

66、ial focus on the relationship between the Companys interests and its performance,and the remuneration earned by the Companys officers.1.6.Defensive Measures No defensive measures were adopted which automatically cause serious erosion in the Companys equity in the case of change of control or modific

67、ation in composition of the Board of Directors.Corporate Governance Report Shareholders Meeting 11 The By-Laws do not provide Shareholders with special rights or predict limits on exercising the right to vote,and the Company and its Board of Directors particularly value the principles of free transf

68、erability of shares and assessment by Shareholders of the performance of members of the Board of Directors.1.7.Significant Agreements to which the Company is a Party and that Take Effect,are Altered,or Cease in the Case of Change in Control of the Company Since it leads a group that includes various

69、 partnerships with national and international groups,it is understood that certain arrangements in the joint venture contracts entered into within this scope may include arrangements for changing the Companys control,although not of automatic nature.The Board of Directors has understood that,as thei

70、r interpretation is not completely unanimous,in particular because they deal with somewhat dated instruments,if released would not allow the Shareholders to be better informed about their real impacts,and even so,that release would be harmful to the interests of the Company and its Shareholders.1.8.

71、Agreements between the Company and Officers and Members of the Board of Directors There are no agreements between the Company and officers of the managing bodies,directors or employees that foresee indemnity payments in the event of resignation,dismissal without just cause,or termination of the labo

72、ur relationship as a consequence of change in Company control.Corporate Governance Report Managing and Supervisory Bodies of the Company 12 Chapter 2 Managing and Supervisory Bodies of the Company 2.1.Identification and Composition of the Corporate Bodies The Board of Directors is comprised of Mr.El

73、sio Alexandre Soares dos Santos(President),Rui Manuel de Medeiros dEspiney Patrcio,Antnio Mendo Castel-Branco Borges,Hans Eggerstedt,Artur Santos Silva,Nicolaas Pronk,Lus Maria Viana Palha da Silva,Pedro Manuel de Castro Soares dos Santos,and Jos Manuel da Silveira e Castro Soares dos Santos.The fol

74、lowing managers comprise the Audit Committee:Rui Manuel de Medeiros dEspiney Patrcio,Antnio Mendo Castel-Branco Borges and Hans Eggerstedt.The Chartered Accountant the company PriceWaterhouseCoopers&Associados,SROC,Lda.,represented by Mr.Jorge Santos Costa and the alternative is Mr.Jos Manuel Henriq

75、ues Bernardo.The Company Secretary is Mr.Henrique Soares dos Santos.2.2.Other Committees Formed with Responsibility in Company Management or Supervision 2.2.1.Executive Committee The Corporate Executive Committee is formed by Mr.Lus Maria Viana Palha da Silva(President),Pedro Manuel de Castro Soares

76、 dos Santos and Jos Manuel da Silveira e Castro Soares dos Santos,notwithstanding the special responsibilities of the Chairman of the Board of Directors,and its main objective is to support the Board of Directors in carrying out its management functions.As a corporate body delegated by the Board of

77、Directors,and in accordance with its regulations,the Executive Committee is responsible for the following functions:?Monitoring implementation by the Groups Companies of the strategic guidelines and policies outlined by the Board of Directors;?Financial and accounting control of the Group and its Co

78、mpanies;?Top-level coordination of the operational activities under the responsibility of the Groups various Companies,whether or not integrated into Business Areas;?Supervision of new businesses during their launch phase and while the respective Companies are not integrated into a business area;?Im

79、plementation of the Human Resources management policy outlined for executives of all the Companies.To carry out the above-referred functions,the Board of Directors delegated the following responsibilities to the Executive Committee:To manage businesses and carry out operations related to the Company

80、 purpose included in the scope of its current management,as an equity management company;To represent the Company,in court and outside of court,to propose and contest any lawsuits,settle and withdraw from lawsuits,and bind the Company in arbitration;for that purpose it may appoint one or more repres

81、entatives;Corporate Governance Report Managing and Supervisory Bodies of the Company 13 Contract loans in the domestic or foreign financial markets,and accept the supervision of building societies up to 50,000,000 euros;Make decisions regarding the Company providing technical and financial support,p

82、roviding loans to companies in which it holds shares,quotas or social shares,in whole or in part;Decide on the transfer of real estate,as well as shares,portions,quotas and obligations;Decide on the acquisition of any goods or real estate,and in general on making any investments projected in the Ann

83、ual Plan;After consulting the Chairman of the Board of Directors,designate the people to propose to the Companies Shareholders Meetings,to fill positions in the respective corporate bodies,indicating those who will be responsible for performing executive functions;To propose annually to the Board of

84、 Directors the financial goals to be met by the Company and by the Companies in the Group in the following accounting year,for that purpose consulting with the Chairman of the Board of Directors;To evaluate Jernimo Martins monthly consolidated accounts and those of each of its Companies;To approve t

85、he human resources policies to be followed by the Group,after consultation with the Chairman of the Board of Directors;To approve the expansion plans regarding the activities of each business area,as well as the Companies in the Group that are not included in business areas;To approve any investment

86、s projected in approved plans,with acquisitions of fixed assets up to 50,000,000 euros;To approve any disinvestments projected in approved plans,with sales of fixed assets up to 50,000,000 euros;In conjunction with the Audit Committee,to negotiate and contract the provision of external auditing serv

87、ices;To approve the organic structure of the Groups Companies.The Executive Committee meets at the Companys Head Office or at any other location.The Chairman is responsible for convening and running the meetings,setting the respective date,time and agenda.2.2.2 Audit Committee The Audit Committee,wh

88、ich has three Non-Executive Directors as members,includes Mr.Hans Eggerstedt(President),Mr.Antnio Borges and Mr.Rui Patrcio,all of whom are independent according to legal criteria,paid particular attention in 2008 to matters of Corporate Governance,financial risk management,and the execution of the

89、measures proposed by Internal Audit.The Chairman of the Audit Committee,Mr.Hans Eggerstedt,is recognised internationally as one of the best managers of his generation,having worked,over the course of his long career,in positions of great responsibility in various countries.His solid academic trainin

90、g and professional experience in areas of management and control ensure a special ability to act as the president of the Companys supervisory board.Since the alteration of the By-Laws,approved in the 2007 Annual Shareholders Meeting,the Audit Committee is a statutory body,which is a result of change

91、s to the Code of Commercial Companies imposed by Decree-Law 76-A/2006 of 29 March.Thus,as voted on in the mentioned Shareholders Meeting,and arising from the Board of Directors,the Audit Committee is responsible for supervising Company management and assessing corporate structure and governance.Corp

92、orate Governance Report Managing and Supervisory Bodies of the Company 14 It should be noted that this function,established in its Internal Regulation,has been actively performed by the Audit Committee,which has sought at every turn to assess the status of Corporate Governance,proposing adjustments

93、when necessary,and exerting particular effort on adopted structures and practices,both from the theoretical and practical points of view.The vast experience of the member of the Committee in positions required by the By-Laws,as well as their special technical merit in this particular matter,have cre

94、ated special added value for the Company,and have strongly contributed towards this matter becoming a central point in the Companys life.In addition to the responsibilities conferred by law,the Audit Committee,in performing its activities,is particularly responsible for the following:assessing the p

95、rocess of preparing and releasing financial information,the effectiveness of internal control systems,internal audit and risk management,regularly evaluating external audits,as well as approving activity plans within the scope of risk management and monitoring their execution,particularly evaluating

96、 the recommendations resulting from internal and external audit activities(being the first body to receive the respective reports),and reviewing the procedures put into place.In relation to performing these functions,it is noted that the choice of an external auditor,as proposed by the Executive Com

97、mittee,was the responsibility of the Audit Committee which submitted to that body the results of the tender that it conducted and that involved all the most highly credentialed international firms offering this type of service,which responded to strict specifications.Considering the proposals presen

98、ted,the Audit Committee decided on the firm that it thought most appropriate for the interests of Jernimo Martins,verifying and evaluating the activities of the external auditor in each accounting year,ensuring that the Company provided it with the best conditions to perform its services,and that qu

99、ality and transparent information is presented in a timely manner.The Annual Report includes a description of the supervisory activities performed by the Audit Committee,which is available on the Companys web page.2.2.3 Ethics Committee The Ethics Committee of Jernimo Martins is currently comprised

100、of Ms.Ana Vidal(Director of Communication)presiding,Mr.Hugo Cunha(Director of Human Resources of Recheio),Mr.Antnio Neto Alves(Director of the Companys Legal Department),Professor Leslaw Kanski(Director of the Legal Department of Jeronimo Martins Dystrybucja),and by Ms.Ewa Micinska(Director of Labou

101、r Relations of Jeronimo Martins Dystrybucja).Reporting to the Chairman of the Board of Directors of the Company,its mission is to provide independent supervision of the disclosure of and compliance with the Code of Conduct of all the Companies in the Group.In performing its duties,the Ethics Committ

102、ee:i)establishes channels of communication with the targets of the Groups Code of Conduct and gathers information sent for this purpose;ii)administers a suitable internal control system for compliance with the Code of Conduct and assesses the recommendations arising from these controls;iii)evaluates

103、 questions that,also in compliance with this Code of Conduct,may be submitted to it by the Board of Directors of Jernimo Martins and by the Audit Committee,and impartially analyses any questions raised by employees,customers or business partners through the system to communicate alleged irregulariti

104、es;and,finally iv)submits to the Companys Board of Directors any measures it considers appropriate for adoption in this area,including the review of internal procedures,as well as proposals for changing the Code of Conduct.Corporate Governance Report Managing and Supervisory Bodies of the Company 15

105、 The Ethics Committee met twelve times during 2008 and examined various questions submitted to it by the Executive Committee,the Groups employees and third parties.This year special note is given to the scope and reliability of the bottom-up communication system for reporting possible irregularities

106、.2.2.4 The Internal Control Committee The Internal Control Committee,appointed by the Board of Directors and reporting to the Audit Committee,is specifically responsible for assessing the quality and reliability of the internal control system and the process of preparing financial statements,as well

107、 as assessing the quality of the monitoring process being used in Jernimo Martins Companies,with a view to assuring compliance with the laws and regulations to which they are subjected.In performing its tasks of assessing the quality of the monitoring process being used in the Companies,the Internal

108、 Control Committee must obtain regular information on the legal and fiscal contingencies that affect the Companies.The Internal Control Committee meets monthly and is comprised of a President(Mr.David Duarte)and three members(Mr.Jos Gomes Miguel,Ms.Catarina Oliveira and Mr.Henrique Santos),none of w

109、hom are Company Board Members.In 2008,the Internal Control Committee continued its activities of supervision and assessment of risks and critical processes,reviewing the reports prepared by the Internal Audit Department.When a representative of the External Audit team is invited to attend these meet

110、ings,the Committee is also informed of the conclusions of the external audit work that takes place during the year.Corporate Governance Report Managing and Supervisory Bodies of the Company 16 2.3.Structure and Operation of the Board of Directors and Distribution of Responsibilities 2.3.1 The Board

111、of Directors According to the By-Laws,the Board of Directors is comprised of a minimum of seven and a maximum of eleven members.At present,the Board of Directors consists of nine members,of which three are members of the Executive Committee.Since the Board of Directors has Independent Members and No

112、n-Executive Members,it is endowed with a range of skills that enriches the management of the Company,reflecting a desire and an interest in bringing together a wide range of technical skills,contact networks and connections with national and international bodies,which optimises the Groups management

113、 from the standpoint of creating value for its Shareholders.JERNIMO MARTINS,SGPS,S.A.FoodDistributionManufacturingUnilever JMVictorGuedesFimaLeverOlServicesJMDJernimo Martins Restaurao e ServiosCaterplusHusselPGJMPingo DoceSupermarketsMadeira SupermarketsCash&CarryFeira NovaHypermarketsRecheioCash&C

114、arryPortugalFunctional DirectionsOperational SupportPolandBiedronkaDiscountStoresAptekaNa ZdrowiePharmaciesFunctional DirectionsCorporate CentreExecutive Officer ofthe BoardBoard of DirectorsExecutive CommitteeAuditCommitteeEthics CommitteeInternal ControlCommitteeJERNIMO MARTINS,SGPS,S.A.FoodDistri

115、butionManufacturingUnilever JMVictorGuedesFimaLeverOlServicesJMDJernimo Martins Restaurao e ServiosCaterplusHusselPGJMPingo DoceSupermarketsMadeira SupermarketsCash&CarryFeira NovaHypermarketsRecheioCash&CarryPortugalFunctional DirectionsOperational SupportPolandBiedronkaDiscountStoresAptekaNa Zdrow

116、iePharmaciesFunctional DirectionsCorporate CentreExecutive Officer ofthe BoardBoard of DirectorsExecutive CommitteeAuditCommitteeEthics CommitteeInternal ControlCommitteeOrganisational Structure Business Structure Corporate Governance Report Managing and Supervisory Bodies of the Company 17 The sele

117、ction of this model represents yet another step towards ensuring adequate defence of the interests of all Shareholders.For this same purpose,since election of the Board of Directors for the preceding three-year period,there has been an increase in the number of Independent Members,at present totalli

118、ng four of the nine members.Furthermore,Corporate Governance practices have been reinforced and the Chairmanship of the Board of Directors(Mr.Elsio Alexandre Soares dos Santos)has been separated from the Chairmanship of the Executive Committee(Mr.Lus Palha da Silva).The Board of Directors meets at l

119、east four times a year,and another member,by means of a letter addressed to the Chairman,may represent any member at the Board meetings.Unless otherwise provided,decisions are carried by a majority vote of the members present or represented,and of those who vote by post.In the event of a tie,the Cha

120、irman has the casting vote.The duties of the Board of Directors are described in Article 13 of the Companys Articles of Association.The Executive Committee does not discuss the matters referred to in Article 407,Paragraph 4 of the Portuguese Commercial Companies Code.It also states that it is the re

121、sponsibility of the Chairman of the Board of Directors and of the Non-Executive Members of the Board of Directors to evaluate the performance of the members that comprise the Executive Committee and the other existing committees.They meet at least once per year in ad-hoc meetings specifically dedica

122、ted to this matter,without the presence of the Executive Members,and in which the performance of the Executive Committee and its influence on Jernimo Martins businesses is heavily debated,assessing the impact of its activity and adherence to the medium-and long-term interests of the Company.The same

123、 procedure is used to analyse the performance of the various committees that exist within Jernimo Martins.The annual management report includes a description of the activities performed by Non-Executive Members.As set down in specific regulations,the Board of Directors has delegated several duties t

124、o the Executive Committee,including management of corporate business within the scope of the day-to-day running of the Company,including representing the Company and financial management of the Group,among others.Nevertheless,pursuant to the terms of its Internal Regulation,the Board of Directors,an

125、d in particular its Chairman,retains authority over strategic matters of Company management,in particular those regarding the corporate structure,and to those that,due to their importance and special nature,may significantly impact their activity,exercising effective control on directing corporate l

126、ife,always seeking to be duly informed and assuring supervision of Company management.To this end,the Board of Directors has at its disposal the minutes of the Executive Committee meetings in which the matters discussed and the decisions taken are recorded.The President of the Executive Committee al

127、so sends the summonses and the minutes of the respective meetings to the Chairman of the Board of Directors and to the President of the Audit Committee via the Company Secretary.Additionally,at each Board meeting the Executive Committee reports on Company activity since the last meeting,and is ready

128、 to provide any further clarification that the Non-Executive Corporate Governance Report Managing and Supervisory Bodies of the Company 18 Members may require.All information requested by the Non-Executive Members was complete and provided in a timely manner by the Executive Committee.2.3.1.1.Presid

129、ent of the Board of Directors The title of Chairman of the Board of Directors is represented by Mr.Alexandre Soares dos Santos.Despite not having a permanent participation in the meetings of the Executive Committee,the Chairman of the Board of Directors,in compliance with the Board of Directors Regu

130、lations and apart from the role of institutional representation of the Corporate Bodies,has a special responsibility for managing the respective meetings,for monitoring the action taken on the decisions made by this body,for defining the overall strategy and for management development.2.3.2 Responsi

131、bilities of the Members of the Executive Committee While their functions are carried out collectively,each member of the Executive Committee holds supervisory responsibilities in certain specific areas,as follows:Lus Palha da Silva(President):Development and Strategy,Financial Area,Reporting and Ope

132、rational Control,Investor Relations,Legal Affairs,Tax Matters,Human Resources and Communication.Pedro Soares dos Santos:Food Distribution Operations,including Sourcing,Logistics,Quality Control,Human Resources,Security and Information Technologies.Jos Soares dos Santos:Manufacturing Operations,Marke

133、ting Services,Representations and Restaurants.2.3.3.Organisational Structure and Distribution of Responsibilities Jernimo Martins SGPS,S.A.is the Holding Company of the Group,and as such is responsible for the main guidelines of the various businesses,as well as for ensuring consistency between the

134、established objectives and the available resources.The Holding Company is made up of a group of Functional Divisions which provide both support to the Corporate Centre and services to the Functional and Operating Divisions of the Groups Companies.In operational terms,Jernimo Martins is organised int

135、o three business areas:i)Food Distribution,ii)Manufacturing,and iii)Marketing,Services,Representations and Restaurant Services.The first area is organised into Geographical Areas and Operating Divisions.2.3.3.1.Holding Company Functional Divisions The Holding Company is responsible for:i)defining an

136、d implementing the development strategy of the Groups portfolio;ii)strategic planning and control of the various businesses and consistency with global objectives;iii)defining and controlling financial policies;and iv)defining Human Resources Policy,with direct responsibility for implementing the Ma

137、nagement Development Policy.Corporate Governance Report Managing and Supervisory Bodies of the Company 19 The Functional Divisions of the Holding Company are organised as follows:Internal Audit Assesses the quality and efficiency of systems(both operational and non-operational)of internal control an

138、d risk control established by the Board of Directors,ensuring compliance with the Groups Manual of Procedures.The Division also guarantees full compliance with the procedures laid out in the Operations Manual of each Business Unit,and ensures compliance with the legislation and regulations applicabl

139、e to the respective operations.The activities carried out by this Functional Division can be found in detail later in this chapter.Communication Proposes and implements the communication strategy of the areas under its influence,seeking to provide rigorous,clear and complete information on Jernimo M

140、artins,its current performance and its future perspectives.Included in its scope of responsibility are the Media Relations for the Holding Company and its subsidiaries,Institutional Communications Instruments,Patronage,Communication in matters of Social Responsibility,as well as brand management and

141、 managing the institutional image of Jernimo Martins.In 2008,the development of innovative communications solutions continued,some of which were recognised by the market,as in the case of the 2007 Annual Report,which,for the third time,received the award Best Annual Report in the Non-Financial Secto

142、r(Investor Relations and Governance Awards of 2008).The other institutional communication instruments,whether internal or external,have been actualised in order to better inform all the Groups stakeholders.The Jernimo Martins official Internet site registered an average monthly number of visitors th

143、at exceeded 40,000,and throughout 2008 the internal information portal,“My.JM”,recorded a growth in the number of visits of around 25%.Legal Affairs Antnio Neto Alves Internal Audit Catarina Oliveira Communication Ana Vidal Consolidation and Accounts Antnio Pereira Development and Strategy Margarida

144、 Martins Ramalho Financial Operations Conceio Tavares Planning and Control Nuno Abrantes Human Resources Marta Maia Security Eduardo Dias Costa Fiscal Affairs Rita Marques GRUPO JERNIMO MARTINS Functional Divisions of Corporate Support Investor Relations Cludia Falco GRUPO JERNIMO MARTINS Functional

145、 Divisions of Corporate Support Corporate Governance Report Managing and Supervisory Bodies of the Company 20 In Media Relations,in addition to daily clarifications,interviews with business managers,and preparation of various press releases,six events were held with Social Communication and members

146、of the Board of Directors,providing opportunities to receive clarification directly from the Groups top management.Legal Affairs Responsible for supervising the Groups corporate affairs and for ensuring strict compliance by all its Companies with legal obligations.Legal Affairs assists in preparing

147、and negotiating contracts to which Jernimo Martins is a party,and it heads the development and implementation of strategies for the protection of the Groups interests in the case of legal disputes,and management of external counsel.In 2008,the Division focused on overseeing compliance with company o

148、bligations pursuant to the Corporate Governance Code,and in monitoring the conclusion of the operation to acquire the Tengelmann Group,the Plus Companies in Portugal and Poland,and the subsequent corporate reorganisation operations.Consolidation and Accounting Prepares consolidated financial informa

149、tion in order to comply with legal obligations and supports the Board of Directors by implementing and monitoring the policies and the accounting principles adopted by the Board that are common to all the Companies of the Group.The Division also verifies compliance with obligations stated in the By-

150、Laws.In 2008,activity was centred on supervising conformance with the accounting standards adopted by the Group,supporting the Companies in the accounting assessment of all one-off transactions,as well as in Jernimo Martins restructuring and expansion activities.Development and Strategy Guarantees c

151、ontinuous assessment of the markets,identification of the risks,opportunities and major contingencies of the Groups activity in the short-,medium-and long-term,and analysis of activity plans for the different business areas.Contributes with perspectives on strategic debates that lead to value-creati

152、ng projects,both in the current portfolio and in new business areas,and to strengthening organisational development.Ensures mechanisms of inclusion regarding the priorities that arise from strategic debate and mechanisms of communication to Managers,encouraging simple and objective language.In 2008,

153、the Division continued to provide analytical support to the Board of Directors annual debate on the strategic plan.With the strategy in the consolidation phase,it urged analysing the strategy considering the most recent events in the external environment to identify the major short-term questions an

154、d revalidate medium-to long-term trends.Thus,the risks,opportunities,contingencies and uncertainties were scrutinised,and the competitive position of the businesses,the solidity of the portfolio and the strength of the balance sheet were evaluated.The exercise led to revalidation of the medium-to lo

155、ng-term goals,and clear definition of the priorities in the strategic plan for the 2009-2011 three-year period,which were presented to the Organisation in the December Managers Meeting.The study of expansion opportunities into new markets remained among the Groups priorities,to which the Division co

156、ntributed with analytical work.The in-depth study of some market consolidation scenarios and other contingencies with relevant impacts on the Groups businesses was also part of this Divisions activities,which evaluated several alternatives for involvement.Corporate Governance Report Managing and Sup

157、ervisory Bodies of the Company 21 The Division also evaluated several domestic and international studies on sustainability and the Social Responsibility of companies,some of which included Jernimo Martins.In parallel,it continued to follow sustainability initiatives in the food sector,and it encoura

158、ged communication of an integrated vision of sustainability and value creation,which is included in this Annual Report.Investor Relations-This Division is the interface with all investors-institutional and private,national and foreign-as well as the analysts who formulate opinions and recommendation

159、s regarding Jernimo Martins share price.It is also the responsibility of the Investor Relations Department to coordinate all matters related to the Securities and Exchange Commission.The activities carried out by this Functional Division can be found in detail later in this chapter.Fiscal Affairs Pr

160、ovides all Companies with assistance in tax matters,ensuring compliance with current legislation,as well as optimising the business units management activities from a tax viewpoint.The Division also manages the Groups tax disputes and its relations with attorneys and external consultants,and also wi

161、th the Tax Authorities.In the course of its work in 2008,the Fiscal Affairs Department provided assistance to the Companys acquisition and restructuring operations.Furthermore,special work was carried out with regard to the different taxes in order to unify the policies adopted by Jernimo Martins di

162、fferent Companies.Finally,during 2008,the Fiscal Affairs Department collaborated on filing several procedures to better defend the Groups interests before the Tax Authorities.Financial Operations This Division includes two distinct areas:Risk Management and Treasury Management.Activity of the Risk M

163、anagement area is discussed in detail later in this chapter.Treasury Management is responsible for managing relations with the financial institutions that have or intend to have business dealings with Jernimo Martins,establishing the criteria that these bodies must fulfil.The Treasury Management is

164、also in charge of planning the most suitable financial sources according to need for all of Jernimo Martins Companies.The type of funding,corresponding terms,cost and back-up documentation must comply with the criteria established by Management.Likewise,the Treasury is responsible for conducting bus

165、iness with financial institutions,optimising factors so that the best possible conditions may be obtained at all times.A large part of the treasury activities of Jernimo Martins is centralised in the Holding Company,which is a structure that provides services to the rest of the Companies of the Grou

166、p.The Distribution Companies in Portugal are completely centralised,while the Polish Distribution and the Representation and Restaurant areas work independently in relation to processing payments to third parties.It is also Treasurys responsibility to elaborate and comply with the treasury budget th

167、at is based on the activity plans of the Groups Companies.Corporate Governance Report Managing and Supervisory Bodies of the Company 22 Planning and Control Planning and control is responsible for defining and implementing processes,policies and procedures in the planning and control area(plans,budg

168、ets and investments),and coordinating and supporting M&A activities of companies or businesses,and Company restructuring operations.During 2008,the acquisition of the Plus Companies in Portugal and in Poland from the Tengelmann Group was finalised,pursuant to the Purchase and Sale Agreement entered

169、into on 21 December 2007.The process of approving these transactions by the Competition Authority in Portugal and the corresponding body in Poland(UOKIK)was followed up.In addition,the activities of the different internal multi-disciplinary teams involved in integrating the respective Companies into

170、 the Jernimo Martins universe and external bodies involved in financial,tax and legal auditing of the transfer process,were coordinated.Both processes were formally concluded during 2008.It also coordinated and supported other smaller-scale merger and acquisition operations by different business are

171、as in the Group,in Portugal and in Poland.Among the latter is the sale of the Lipton business in the Unilever-Jernimo Martins joint venture in January 2008.Regarding the Planning process,considering the impact of the Plus acquisitions and the volatility of some macroeconomic indicators in the geogra

172、phical markets in which Jernimo Martins operates,a more dynamic budgeting calendar was prepared in order to allow continuous tracking of financial performance in different economic environments.The Groups organic expansion was also monitored and controlled,which meant the analysis and assessment of

173、all Capital Disbursement Proposals,the scope of which is discussed in a separate chapter in the Management Report.Human Resources In a Business for People,made by People,this area ensures initiatives across the Group that are indispensible for completely solidifying the mission of Jernimo Martins.Th

174、e strategic objectives of the Human Resources area are wide and ambitious,on one side making it desirable to be employed by Jernimo Martins,and on the other side making it possible to retain excellent employees in the various Companies.The Human Resources Department of Jernimo Martins works in an in

175、tegrated manner,pursuant to the global policies and strategies defined for the entire Organisation,guaranteeing compliance with the various procedures in this area,namely at the level of Recruitment,Training,Development and Administrative Support areas.Security This area defines and controls procedu

176、res in terms of protecting the security of Jernimo Martins people and assets,getting involved whenever there are thefts and robberies,fraud and other illegal and/or violent activities perpetrated in the facilities or against employees.In particular,the Security Department supervises the strategies a

177、nd performance of contracted security/monitoring companies,follows matters involving police or legal authorities,and supports audits,safety systems and risk prevention.The activities carried out by this Functional Division in 2008 are detailed in this chapter in the section on the Risk Control Syste

178、m.Corporate Governance Report Managing and Supervisory Bodies of the Company 23 2.3.3.2 Operational Divisions The organisational structure of Jernimo Martins is aimed mainly at ensuring specialisation in the Groups various businesses by creating geographical areas and Operational Divisions,thus guar

179、anteeing the required proximity to the different markets.As mentioned,the Food Distribution business is divided into Geographical Areas,and currently there are four Operational Divisions in Portugal:Pingo Doce(supermarkets),Feira Nova(hypermarkets),Recheio(cash&carries)and Madeira(supermarkets and c

180、ash&carries),and an Operational Division in Poland that includes Biedronka food stores and“Apteka Na Zdrowie”pharmacies in partnership with Associao Nacional de Farmcias(The Portuguese National Association of Pharmacies).Manufacturing operates through a partnership with Unilever in the Company Unile

181、ver Jernimo Martins,Lda.,which runs the food,personal hygiene and domestic care,and ice-cream businesses.Within the Groups portfolio there is also a business area dedicated to Marketing,Services,Representations and Restaurant Services,which includes:i)Jernimo Martins Distribuio,which represents impo

182、rtant,widely consumed food products and premium and mass market cosmetic brands under international brands in Portugal,including Caterplus,a specialist in the trade and distribution of specific products for Food Service;ii)Hussel,a retail chain specialised in chocolates and confectionary;and iii)Jer

183、nimo Martins Restaurao e Servios,with the chain of Jeronymo coffee shops,Ben&Jerrys and Ol ice cream stores and Chilis restaurant.2.3.3.3.Operational Support Functional Divisions The Functional Divisions at the operating level ensure that Group synergies are maximised through the sharing of resource

184、s and functions across the main markets,in order to optimise the efficiency of the Organisation and the sharing of relevant skills and know-how.The Operational Support Functional Divisions include:Sourcing,Logistics,Quality and Environmental Control,Financial and Information Technologies.These Funct

185、ional Divisions are responsible for providing services to the various distribution Operational Divisions in Portugal,in accordance with the guidelines provided by the Groups Holding Company.They are also responsible for ensuring policy standards and internal procedures.2.4.Risk Management and Intern

186、al Control Systems Implemented in the Company 2.4.1 Risk Management The Company,and in particular its Board of Directors,dedicate a great deal of attention to the risks affecting the business.Business continuity is critically dependent on the elimination or control of risks that may materially affec

187、t its assets(people,information,equipment,facilities),thereby jeopardising the strategic objectives they have set.The Groups Risk Management Policy formalises this concern.Because of the size and geographical dispersion of Jernimo Martins activities,successful risk management depends on the particip

188、ation of all employees,who should Corporate Governance Report Managing and Supervisory Bodies of the Company 24 assume this concern as an integral part of their jobs,particularly through the identification and reporting of risks associated with their area.All activities must be carried out with an u

189、nderstanding of what risk is and an awareness of the potential impact of unexpected events on the Company and its reputation.2.4.1.1 Risk Management Objectives Within the Group,Risk Management aims to meet the following objectives:?To promote the identification,evaluation,handling and monitoring of

190、risks,in accordance with a methodology common to all the Companies in the Group;?To regularly assess the strengths and weaknesses of key value drivers;?To develop and implement programmes to handle and prevent risk;?To integrate Risk Management into business planning;?To promote the awareness of the

191、 workforce with regard to risks,and the positive and negative effects of all processes that influence operations and that are sources of value creation;?To improve decision-making and priority-setting processes through the structured understanding of Jernimo Martins business processes,their volatili

192、ty,opportunities and threats.2.4.1.2.The Risk Management Process(RMP)In the first place,risk evaluation seeks to distinguish what is irrelevant from what is material.This requires active management and involves consideration of sources of risk,probability of occurrence,and the consequences of their

193、manifestation within the context of the control environment.Controls may encompass both the likelihood of occurrence of an event and the extent of its consequences.The RMP is cyclical in nature,considering:i)risk identification and evaluation;ii)definition of management strategies;iii)implementation

194、 of control processes;and iv)process monitoring.The RMP of the Group complies with standards of the Federation of European Risk Management Associations(FERMA),which are seen as a model of best practices.The objectives defined during the strategic and operational planning process are the departure po

195、int of the RMP.At this time internal and external factors that may compromise fulfilment of the established goals are being identified and assessed.This approach is based on the concept of Economic Value Added(EVA).It begins with the analysis of the key value drivers of both the operating profit and

196、 the cost of capital,in an attempt to identify the factors of uncertainty that may negatively influence the generation of value.In this manner,a systematised,interconnected perspective of the risks inherent to processes,functions and organisational Divisions is developed.2.4.1.3.Organisation of Risk

197、 Control The risk areas where management must be assumed by specific departments are as follows:Corporate Governance Report Managing and Supervisory Bodies of the Company 25 Quality and Food Safety Management of this risk area is the responsibility of the Quality Departments of the different Compani

198、es,and it focuses on prevention,monitoring and training,encouraging minimisation of food risks(impacting the health of the consumer).Prevention is supported by audits to select,assess and track suppliers proposals for improvements.In addition,inspections are performed in the receiving area of the Di

199、stribution Centres,in an effort to control the sensory characteristics of Perishables in light of internal specifications.Monitoring is based on regular internal audits,seeking to evaluate compliance with best practices,fulfilling certification requirements,and tracking the product throughout the en

200、tire logistical circuit.Also included in this area is the performance of periodic simulations that recreate a crisis scenario,and that allow assessing the adequacy of existing procedures,and the efficacy of collecting products from the market that are not in compliance.The activities developed by th

201、e Quality and Environmental Departments are detailed in the chapter Sustainability in Value Creation.Occupational Hygiene and Safety In the Food Distribution area in Portugal,coordinating the management process of this risk area is the responsibility of the Director of the Environment and Occupation

202、al Safety.In Poland,this responsibility is decentralised among the various regions of the Biedronka operation.Regarding Manufacturing,the risk area in Occupational Safety and Hygiene is centrally managed,covering all the Companies involved.Risk management of this area involves performing activities

203、to increase employee awareness and provide employee training,audits performed on stores,preparation of assessment of risks of all the establishments,performing emergency simulations,and releasing work rules and instructions as well as preparing articles on this area,which are published in internal m

204、agazines.The activities performed during 2008 are described in more detail in chapter Sustainability in Value Creation.Security of People and Property The Security Department is responsible for ensuring that conditions exist to guarantee the physical integrity of people and facilities,intervening in

205、 cases of theft and robbery,as well as fraud and other illegal and/or violent activities perpetrated in the facilities or against the Groups employees.Among the responsibilities of the Security Department are:i)definition and control of procedures in terms of prevention,and safety of the Groups pers

206、onnel and property,including supervision of the performance and strategies of the security/surveillance firms hired;ii)follow-up,when deemed necessary,of events involving the police or legal authorities;and iii)providing support to security system and risk prevention audits.The Security Department i

207、s one of the Functional Divisions that comprise the Holding Company of the Group and it reports directly to a member of the Executive Committee.Corporate Governance Report Managing and Supervisory Bodies of the Company 26 In the scope of its activities,the Department is in close contact with the Ope

208、rations,Legal Affairs,Internal Audit and Risk Management Departments.Facilities and Equipment The Companies Technical Teams,in collaboration with the respective Operational Departments,are responsible for:i)guaranteeing the definition and execution of programmes for regular facility maintenance in o

209、rder to meet operational needs,and ii)managing the process that aims to ensure the lowest level of negative impacts on operations that may arise from equipment maintenance and repair.In this risk area,Technical Managers are also involved in supervising the status of electrical equipment,managing mea

210、ns of protection and detecting fires,as well as storing flammable material.Financial Risks Risk Factors Jernimo Martins is exposed to various financial risks,namely:market risk(which includes exchange rate risk,interest rate risk and price risk),liquidity risk and credit risk.Risk management focuses

211、 on the unpredictability of the financial markets and seeks to minimise its adverse effects on the Companys financial performance.For certain types of exposure,risks are hedged with financial derivative instruments.Financial risk management is carried out by the Financial Operating Department,under

212、policies approved by the Executive Committee.The Risk Management Department is responsible for identifying,assessing and hedging financial risks following the guidelines defined by Management.a)Market Risk a.1.)Foreign Exchange Risk The main source of exposure to foreign exchange risk comes from Jer

213、nimo Martins operations in Poland.Management of this risk is guided by principles defined at the Executive Committee level,consisting of coverage of a percentage of net investment in Poland,as well as coverage of a percentage of monthly sales expected in the next 24 months.At 31 December 2008,and ig

214、noring contracted hedge operations,the negative impact on net investment of an adverse variation in the Euro/Zloty exchange rate on the order of 10%,keeping everything else constant,would be 34 million euros(compared with 28 million euros in 2007).Incorporating the effect of contracted hedge operati

215、ons,the impact would be 25 million euros(compared with 18 million euros in 2007).These impacts would be reflected in the Equity.Jernimo Martins sensitivity to this risk increased during 2008,due to the higher value of the net investment in Poland.Corporate Governance Report Managing and Supervisory

216、Bodies of the Company 27 The other source of relevant exposure to exchange rate risk comes from debt issued in US dollars in 2004,with the following characteristics:Financing Amount Maturity Private Placement#1$84,000,000.00 23-06-2011 Private Placement#2$96,000,000.00 23-06-2014 Two cross currency

217、swaps were contracted to hedge this risk,exactly replicating the terms of the financing:Financing Amount Counter-amount Maturity Swap#1$84,000,000.00 70,469,798.66 23-06-2011 Swap#2$96,000,000.00 80,536,912.75 23-06-2014 Thus,net exposure to the Euro/US Dollar exchange rate resulting from these tran

218、sactions is null,and there were no changes from 2007 to 2008.In addition to this exposure,within the scope of the commercial activities of its subsidiaries,Jernimo Martins acquires merchandise that is denominated in foreign currency,mainly US dollars.As a general rule,these transactions involve low

219、amounts,and are very short dated.Managing the exchange rate risk from these transactions is analysed case by case,and there is no fixed rule that is applied on all occasions.Management of the Operational Companies exchange rate risk is centralised in the Holding Companys Financial Operations Departm

220、ent.Whenever possible,Jernimo Martins seeks to manage exposure through natural hedges,namely through loans denominated in local currency.When this is not possible,structured operations are contracted at more or less zero cost,such as:swaps,forwards or options.The Groups exposure to foreign exchange

221、risk in recognised financial instruments included and not included in the balance sheet at 31 December 2008,was as follows:(000)(000)As at December 31st,2008 Euro Zloty Dollar Total Assets Cash and cash equivalents 118,648 108,484 0 227,132 Available-for-sale financial investments 7,470 0 0 7,470 De

222、btors and deferred costs 128,016 34,410 0 162,426 Derivative financial instruments 0 2,064 0 2,064 Total financial assets 254,134 144,958 0 399,092 Liabilities Borrowings 741,014 164,816 141,847 1,047,677 Derivative financial instruments 10,504 0 9,160 19,664 Creditors and accrued costs 836,924 661,

223、694 0 1,498,618 Total financial liabilities 1,588,442 826,510 151,007 2,565,959 Net financial position in the balance sheet-1,334,308-681,552-151,007 -2,166,867 As at December 31st,2007 Total financial assets 226,100 198,248 0 424,348 Total financial liabilities 1,215,053 719,079 151,007 2,085,139 N

224、et financial position in the balance sheet-988,953-520,831-151,007 -1,660,791 Corporate Governance Report Managing and Supervisory Bodies of the Company 28 a.2.)Price Risk Because of its investment in Banco Comercial Portugus,Jernimo Martins is exposed to share float price risk.At 31 December 2008,a

225、 negative 10%variation in the trading price of BCP shares would have a negative effect of 159,000 euros.At 31 December 2007,a negative 10%variation in the trading price of BCP shares would have a negative effect of 438,000 euros.The significant reduction in the sensitivity to price changes is mainly

226、 due to the drop in the stock price over the last 12 months.a.3.)Cash Flow and Fair Value Interest Rate Risk As at 31 December 2008,Jernimo Martins had some investments in securities issued by the Portuguese and German Treasuries in its portfolio.For Jernimo Martins SGPS,S.A.:Securities Notional OT

227、10,000,000 Bund 20,000,000 For JMR-Gesto de Empresas de Retalho,SGPS,S.A.:Securities Notional Bund 25,000,000 These positions resulted from application of funds raised with the intent of satisfying short-term cash obligations.However,the main source of exposure to interest rate risk comes from the l

228、iability side.All financial liabilities are directly or indirectly indexed to a reference interest rate,which exposes Jernimo Martins to cash flow risk.A portion of this risk is hedged through interest rate swaps,which exposes Jernimo Martins to fair value risk.Exposure to interest rate risk is anal

229、ysed dynamically.In addition to evaluating future cash flows based on forward rates,sensitivity tests to variations in interest rate levels are performed.Jernimo Martins is basically exposed to the interest rate curve of the Euro and the Zloty.The sensitivity analysis is based on the following assum

230、ptions:?Changes in market interest rates affect interest gains and losses on variable financial instruments;?Changes in market interest rates only affect gains and losses in interest on financial instruments with fixed interest rates if these are recognised at fair value;?Changes in market interest

231、rates affect the fair value of derivative financial instruments and other financial assets and liabilities;?Changes in the fair value of derivative financial instruments and other financial assets and liabilities are estimated by discounting future cash flows from current net values,using the market

232、 rates at the end of the year.For each analysis,whatever the currency,the same changes to exchange rate curves are used.The analyses are carried out for the net debt,i.e.,deposits and short-term investments with financial institutions and derivative financial instruments are deducted.Simulations are

233、 performed based on net debt values and the fair value of derivate financial instruments as of the reference dates and the respective change in the interest rate curves.Corporate Governance Report Managing and Supervisory Bodies of the Company 29 Based on the simulations performed on 31 December 200

234、8,and ignoring the effect of interest rate derivatives and investments in treasury bonds,a drop of 50 basis points in the interest rate would have a negative impact,with everything else remaining constant,of 4.5 million euros.Incorporating the effect of interest rate derivatives,the net impact would

235、 be a positive 3.2 million euros,of which 2.9 million are related to interest rate derivatives associated with the Euro/Zloty exchange rate swap,2.7 are related to interest rate derivatives associated with medium-and long-term debt,and 2.1 million are related to interest rate derivatives associated

236、with Euro/US Dollar exchange rate swaps.These effects would be reflected in the results of the year.These simulations are run a minimum of one time per quarter,but they are reviewed whenever there are relevant changes,such as:debt issuance,debt repayment or restructuring,significant variations in re

237、ference rates and in the slope of the interest rate curve.Interest rate risk is managed through operations involving financial derivatives contracted at zero cost.b)Credit Risk Credit risk is centrally managed.The main sources of credit risk are:i)bank deposits,short-term investments and derivatives

238、 contracted with financial institutions;and ii)customers.The financial institutions that Jernimo Martins chooses to do business with are selected based on the ratings they receive from independent rating agencies.The minimum acceptable rating is A-.In relation to customers,risk is mainly related to

239、Recheio Cash&Carry and Manufacturing and Services businesses,since the other businesses operate based on cash sales or with bankcards(debit and credit).This risk is managed based on experience and individual customer knowledge,as well as through credit insurance and by imposing credit limits,which a

240、re monitored on a monthly basis and reviewed annually by Internal Audit.The following table shows a summary of the quality of credit deposits,short-term investments and derivate financial instruments with positive fair value,as at 31 December 2008 and 2007:(000)31 Dec 2008 31 Dec 2007 Rating Balance

241、 Balance AAA 47.354-AA-:AA+43.738-A-:A+133.429 196.543Not available 1.164 68.963 The ratings shown correspond to the ratings given by Standard and Poors.When these are not available,Fitchs ratings are used or Moodys ratings are used.The following table shows an analysis of the credit quality of the

242、amounts receivable from customers without non-payment or impairment.Corporate Governance Report Managing and Supervisory Bodies of the Company 30 (000)Credit quality of the financial assets 31 Dec 2008 31 Dec 2007 Balance Balance New customer balances(less than six months)2,168 788 Balances of custo

243、mers without a history of non-payment 79,214 76,786 Balances of customers with a history of non-payment 14,850 12,575 Balances of other debtors with the provision of guarantees 16,522 1,180 Balances of other debtors without the provision of guarantees 48,641 56,963 161,395 148,292 The following tabl

244、e shows an analysis of the concentration of credit risk from amounts receivable from customers,taking into account its exposure for the Group:(000)Concentration of the credit risk from the financial assets 31 Dec 2008 31 Dec 2007 No.Balance No.Balance Customers with a balance above 1,000,000 Euros 1

245、9 38,389 19 31,151 Customers with a balance between 250,000 and 1,000,000 Euros 67 15,911 110 15,009 Customers with a balance below 250,000 Euros 11,395 40,451 7,153 34,333 Other Debtors with a balance above 250,000 Euros 37 31,179 59 28,446 Other Debtors with a balance below 250,000 Euros 3,775 35,

246、465 1,983 39,353 15,293 161,395 9,324 148,292 During the reporting period,no credit limits were exceeded and it is not expected that losses will be sustained from defaults by these counterparties.The maximum exposure to credit risk as at 31 December 2008 and 2007,is the respective amount of the bala

247、nce of financial assets.c)Liquidity Risk Liquidity risk is managed by maintaining an adequate level of cash or cash equivalents,as well as by negotiating credit limits that not only allow the regular development of Jernimo Martins activities,but that also ensure some flexibility to be able to absorb

248、 shocks unrelated to Company activities.To manage this risk,Jernimo Martins uses,for example,credit derivatives in order to minimise the impact of widening credit spreads that are the result of impacts beyond the control of Jernimo Martins.Treasury needs are managed based on short-term planning(exec

249、uted on a daily basis)resulting from the annual plans,which are reviewed at least twice a year.The following table shows Jernimo Martins liabilities by intervals of contractual residual maturity.The amounts shown in the table are the non-discounted contractual cash flows.In addition,it should be not

250、ed that all the derivative financial instruments that Jernimo Martins contracts are settled at net value.Corporate Governance Report Managing and Supervisory Bodies of the Company 31 (000)Exposure to liquidity risk 2008 Less than 1 year 1 to 5 years+5 years Borrowings Financial Leasing 38,173 71,157

251、 1,826 Loans 331,116 704,981 85,241 Derivative Financial Instruments 1,718 10,230 507 Creditors 1,399,507-Operational Lease Liabilities 132,608 415,600 506,002 2007 Borrowings Financial Leasing 27,903 58,467 490 Loans 97,794 680,789 89,432 Derivative Financial Instruments 1,518 5,476 1,236 Creditors

252、 1,148,179-Operational Lease Liabilities 86,134 251,988 209,615 Capital Risk Management Jernimo Martins seeks to keep its capital structure at appropriate levels so that it not only ensures its ability to develop and continue as a going concern,but also to provide adequate returns to its Shareholder

253、s and to optimise the cost of capital.The capital structure balance is monitored based on the financial leverage ratio(gearing),calculated according to the following formula:Net Debt/Shareholder Funds.The Executive Committee established a gearing ratio between 90-110%as a target for 2008,consistent

254、with an investment grade rating.The gearing ratios at 31 December 2007 and 2008,were the following:(000)(000)2008 2007 Capital Invested 1,776,975 1,443,471Net Debt 845,850 579,266Shareholders Funds 931,125 864,205Gearing 90.8%67.0%Information Security The mission of the Information Security Departme

255、nt consists of implementing and maintaining an information security management system that ensures confidentiality,integrity and availability of critical business information,and recovery of the systems in the event of interruption in the operations.The Information Security Officer(ISO)acts pursuant

256、 to the Information Security Policy(ISP),which defines the usage and maintenance rules for Jernimo Martins information assets.In 2008,the recovery plan for information systems(Disaster Recovery)was finalised,and it was integrated with the Business Continuity Plan for the Distribution area.With the o

257、bjective of reinforcing the information safety environment,a new content-filtering solution for Internet access for all employees was implemented,the remote Corporate Governance Report Managing and Supervisory Bodies of the Company 32 access platform was retooled to have rigid authentication,and the

258、 user-management process regarding system access was optimised.An external audit was performed on access profiles to the SAP system.Legal Compliance Compliance with legal obligations is ensured by the Legal Departments at the Companies.At the Holding Company level,the Legal Department guarantees the

259、 coordination and implementation of strategies aimed at protecting the interests of Jernimo Martins in legal disputes,and it also provides outside counsel.In order to ensure the fulfilment of tax obligations and also to mitigate risk due to inadequate checks and balances,the Holding Companys Fiscal

260、Affairs Department advises all the Groups Companies,and also manages their tax proceedings.The materially relevant fiscal and legal proceedings under way are detailed in the notes to the consolidated financial statements.Process Risks The model used in managing Process Risks includes Operating Risks

261、,Human Resources,Information Technologies and Information for Decision-Making.Given the critical nature of some of the risks considered in each of these areas,their management is shared by different functional areas of the Companies.The type of Operational Risks that comprise the risk management mod

262、el include risks related to:sourcing,supply chain,transport,stock losses,obsolescence,disruption,level of service of suppliers and from the distribution centres to the stores,customer satisfaction,price maintenance,cash collection,investments,safeguarding assets,efficiency in the use of resources,bu

263、siness interruption and fraud.Among the risks related to Human Resources are risks associated with payroll,authorisation levels and ethical behaviour.Risks to Information for Decision-Making include accounting and financial reporting risks.Communication,Reporting and Monitoring of the Risk Managemen

264、t Process Risk Management process monitoring involves the Board of Directors of the Company,the Operating Divisions,the Functional Divisions of the Operation,the Audit Committee and members of Risk Management and Internal Audit.Specifically,the Board of Directors,as the body responsible for the stra

265、tegy of Jernimo Martins,has the following objectives and responsibilities:?To know about the most significant risks affecting Jernimo Martins;?To ensure that Jernimo Martins possesses appropriate levels of knowledge of the risks affecting operations,and how to manage them;?To ensure that Jernimo Mar

266、tins Risk Management strategy is released at all hierarchical levels;?To ensure that the Group is able to minimise the probability and impact of risks to the business;?To ensure that Jernimo Martins can react to crisis situations;?To ensure that the Risk Management process is adequate and that it st

267、rictly monitors those risks that have the highest probability of occurrence or impact on Jernimo Martins activities.Corporate Governance Report Managing and Supervisory Bodies of the Company 33 Those responsible for critical processes of the business,along with members of the Risk Management Departm

268、ent,develop and implement the risk control mechanisms.In turn,the Groups Internal Audit team evaluates the efficiency of these mechanisms.Evaluation of the Internal Control System The Internal Control Committee approves the Internal Audit Department activity plan on an annual basis,which defines the

269、 nature of the audits to be performed,for evaluating the quality of the control processes that aim to achieve the Internal Control System objectives,particularly those that ensure the efficiency of operations,the integrity of financial and operating reports and respect for laws and regulations.To th

270、is end,process and conformance audits were performed,as well as financial audits and information technology audits whose associated risks presented a higher probability of occurrence and/or potential impact on operations.This approach helps make the internal auditing process more efficient and contr

271、ibutes to increasing the awareness of those responsible for the prompt implementation of scheduled recommendations.The results of these consultations and the evaluation of Operating Risks are made available by the Internal Audit Department to the Audit Committee,to the Internal Control Committee and

272、 to the Executive Committee via a quarterly Audit Letter.In 2008,the Internal Audit Department evaluated to what extent the Internal Control System of the Companies of Jernimo Martins in Portugal and Poland mitigate the effect of identified risks.This evaluation of the control processes allowed a da

273、tabase of risks that affect or that may affect the Groups Companies to be updated.In accordance with the Activity Plan,and also in light of updating the Operating Risk models and critical business processes applicable to each Company in the Group,audits were performed on processes related to the ris

274、k of stock damage and obsolescence,cash collection,transport,investments,safeguarding assets and control of accounts payable and accounts receivable.In the Information Technology area,tracking the activities developed by the Information Safety Department was assured,namely integration of the Systems

275、 Recovery Plan with the Business Continuity Plan,and review of access profiles.2.5.Powers of the Board of Directors,Namely in Relation to Deliberations on Capital Increases Any capital increase is subject to prior deliberation by the Shareholders Meeting.2.6.Code of Conduct and Internal Regulations

276、The Company complies with current legislation and the rules of behaviour appropriate to its activity,adopting codes of conduct and internal regulations whenever the issues involved call for them.Corporate Governance Report Managing and Supervisory Bodies of the Company 34 Jernimo Martins has always

277、acted upon principles of absolute respect for the rules of good conduct in managing conflicts of interest,incompatibilities,confidentiality,and ensuring that Members of the Board of Directors and Managers do not use insider information.To this end the Company has a regularly updated list of people w

278、ho may have access to insider information.Although the existing instruments and practices have proved adequate in regulating these matters,it was decided that a code should be drawn up for the existing rules concerning the aforementioned issues,as well as others that are specifically related to the

279、activities of the Jernimo Martins Companies.The aim of this code is to formalise commitments that require a high standard of conduct from everyone within the Group and provide a tool for optimising management.Thus,and in addition to the Code of Conduct,currently there are Regulations for the Board o

280、f Directors,the Executive Committee,the Audit Committee,the Ethics Committee and the Internal Control Committee in effect that regulate the responsibilities and functioning of the mentioned bodies,as well as Company Share Transactions Regulations applicable to Jernimo Martins Board Members and Senio

281、r Management.These Codes and Regulations may be consulted on the Companys website at www.jeronimomartins.pt,or requested from the Investor Relations Office.In addition to the abovementioned documents and applicable legal provisions with which the Company complies,there are no other internal regulati

282、ons regarding incompatibilities and the maximum number of corporate positions that may be accumulated.2.7.Rules Regarding Designation and Substitution of Members of the Board of Directors and the Supervisory Board The Companys Board of Directors currently does not have an alternate member,although t

283、he Articles of Association allow it.The first article of the Regulations of the Companys Board of Directors foresees that this body has a composition that will be deliberated in the Shareholders Meeting pursuant to the terms indicated in number 1 of Article Twelve of the Articles of Association,and

284、it will be presided over by the respective President,chosen during the Shareholders Meeting.Number 3 of Article Eight of the same Regulations foresees that in the case of death,resignation or impediment,whether temporary or definitive,of any Member of the Board of Directors,the Board will agree on a

285、 substitute,and if appointment of the substitute does not occur within sixty days from the death of that Member,the Audit Committee will be responsible for the appointment.According to Article One of the respective Regulations,and Article Nineteen of the Articles of Association,the Audit Committee i

286、s comprised of three Members of the Board of Directors,one of whom will be its President.The Members of the Audit Committee are appointed simultaneously with the Members of the Board of Directors,and the lists proposed for the latter body must list the Members that are intended to form the Audit Com

287、mittee,and these Members cannot be part of the Companys Executive Committee.There is no specific regulatory prevision regarding the appointment and replacement of Members of the Audit Committee,thus what is set forth in law is applied.Corporate Governance Report Managing and Supervisory Bodies of th

288、e Company 35 2.8.Number of Meetings of the Board of Directors and Supervisory Board,and Other Committees During 2008 the Board of Directors met five times,the Executive Committee met thirty-one times,and the Audit Committee had four meetings.In addition,the Ethics Committee met thirteen times,and th

289、e Internal Control Committee had eleven meetings.The respective minutes were prepared for these meetings.2.9.Description and Identification of the Board of Directors Since its election at the Shareholders Meeting on 30 March 2007,the Companys Board of Directors has been comprised of nine Members,thr

290、ee of whom form the Executive Committee Mr.Lus Palha da Silva,Mr.Pedro Soares dos Santos and Mr.Jos Soares dos Santos being the outstanding six Mr.Elsio Alexandre Soares dos Santos(Chairman of the Board),Prof.Antnio Borges,Mr.Rui Patrcio,Mr.Hans Eggerstedt,Mr.Artur Santos Silva and Mr.Nicolaas Pronk

291、.Of the Non-Executive Members,three of them Prof.Antnio Borges,Mr.Rui Patrcio,Mr.Hans Eggerstedt comprise the Audit Committee,complying with the rules of incompatibility indicated in No.1 of Article 414-A of the Code of Commercial Companies,with the exception of what is stated in subsection(b).Howev

292、er,in accordance with the principles by which the Company is run,all Board Members are accountable to all Shareholders equally.However,the independence of the Board of Directors in relation to the Shareholders is further reinforced by the existence of Independent Board Members.Pursuant to the indepe

293、ndence criteria indicated in No.5 of Article 414 of the Code of Commercial Companies,the Independent Members are Antnio Borges,Rui Patrcio,Artur Santos Silva and Hans Eggerstedt.The current Chairman of the Board of Directors,Elsio Alexandre Soares dos Santos,began his professional career in 1957,whe

294、n he joined Unilever.From 1964 to 1967,he acted as Marketing Director for Unilever Brasil.In 1968,he joined the Board of Directors of Jernimo Martins as a Deputy Director,a post he combined with that of Jernimo Martins representative in the joint venture with Unilever.He has been President of the Gr

295、oup since February 1996 and his current mandate expires in 2009.Lus Palha da Silva,President of the Executive Committee,has a degree in Company Management from Universidade Catlica Portuguesa and another in Economics from Instituto Superior de Economia e Gesto.He was an Assistant at Universidade Cat

296、lica between 1985 and 1992.From 1987 on,he assumed Directors functions at various companies,including Covina,SEFIS,EGF,CELBI,SOGEFI and IPE.He was Secretary of State for Trade between 1992 and 1995,and Director of Cimpor between 1998 and 2001.He has been an Executive Director of the Company since 29

297、 June 2001,and President of the Executive Committee since 2004.His current mandate expires in 2009.Executive Director Pedro Soares dos Santos joined the Operating Division of Pingo Doce in 1983.In 1985,he joined the Sales and Marketing Department of Iglo/Unilever,and five years later,assumed the pos

298、t of Assistant Director of Recheio Operations.In 1995,he was named General Manager of the Company.Between 1999 and 2000 he accepted responsibility for operations in Poland and Brazil.In 2001,he also assumed responsibility for the Operations area for Food Distribution in Portugal.He has Corporate Gov

299、ernance Report Managing and Supervisory Bodies of the Company 36 been Executive Director of Jernimo Martins SGPS,S.A.since 31 March 1995.His current mandate expires in 2009.Executive Director Jos Soares dos Santos,who holds a Biology Degree from Universidade Clssica de Lisboa,joined Svea Lab AB in S

300、weden,in 1985,prior to going to work for Url Colwort laboratory in March 1987.In 1988,he joined the Human Resources Department of FimaVG Distribuio de Produtos Alimentares,Lda.,and in 1990 he was named Product Manager.Between 1992 and 1995 he worked for Brooke Bond Foods.He was Executive Director of

301、 Jernimo Martins SGPS,S.A.between 31 March 1995,and 29 June 2001,and was reappointed on 15 April 2004.His present mandate expires in 2009.Antnio Borges,who has a degree in Economics from Universidade Tcnica de Lisboa and a PhD in Economics from Stanford University,attended INSEAD in 1980.In 1990 he

302、was nominated Vice Governor of Banco de Portugal,and in 1995 he was named Dean of INSEAD.He was also a Lecturer at Universidade Catlica and Stanford University,and a Consultant for the Treasury Department of the United States of America,the OCDE and the Portuguese Government.He has held various admi

303、nistrative posts,including at Citibank Portugal,Petrogal,Vista Alegre,Paribas and SONAE.He was a Vice President at Goldman Sachs from 2000 to 2008.He has been a Non-Executive Director of the Company since 29 June 2001,and his current mandate expires in 2009.Hans Eggerstedt has a degree in Economics

304、from the University of Hamburg.He joined Unilever in 1964,where he has spent his entire career.Among other positions,he was Director of Retail Operations,Ice Cream and Frozen Foods in Germany,President and CEO of Unilever Turkey,Regional Director for Central and Eastern Europe,Financial Director,and

305、 Information and Technology Director of Unilever.He was nominated to the Board of Directors of Unilever N.V and Unilever PLC in 1985,a position he held until 1999.He has been Non-Executive Director of Jernimo Martins SGPS,S.A.since 29 June 2001,and his current mandate expires in 2009.Rui Patrcio has

306、 a Law degree from the Law School of Universidade de Lisboa,where he was an Assistant from 1958 to 1963.In 1965 he was named Sub-Secretary of State for Foreign Development.He was the Minister of Foreign Affairs from 1970 to 1974.He was Vice President of the Monteiro Aranha Group between 1976 and 199

307、1,at which point he assumed administrative functions at several Brazilian companies,including Monteiro Aranha,Masa-Alsthom,Hochtief,Ericsson,Telesp Celular,and Axa Seguros.He was also a Consultant for Grupo Esprito Santo.He has been a Non-Executive Director of the Company since 29 June 2001,and his

308、current mandate expires in 2009.Artur Santos Silva holds a Law degree from Universidade de Coimbra.He was Director of Banco Portugus do Atlntico from 1968 to 1975,and Treasury Secretary of State between 1975 and 1976.From 1977 to 1978,he was Vice Governor of Banco de Portugal.He has been President o

309、f Grupo BPI since 1981,a Member of the Board of Directors of the Calouste Gulbenkian Foundation since 2002,member of the Consulting Committee of the Portuguese Technological Plan,a member of the Consulting Committee of the CMVM,and Non-Executive Director of the Company since 15 April 2004.His curren

310、t mandate expires in 2009.Nicolaas Pronk is Dutch,and has a Masters degree in Finance,Auditing,and Information Technology.Between 1981 and 1989 he worked for KPMG in the Financial Audit area for Dutch and foreign companies.In 1989 he joined the Heerema Group,created the Internal Audit Department,and

311、 since then has performed various functions within the Group,having been responsible for various acquisitions and divestitures,defining Corporate Governance and implementing EVA.Since 1999 he Corporate Governance Report Managing and Supervisory Bodies of the Company 37 has been the Financial Directo

312、r for the Heerema Group,including the areas of Finance,Treasury,Corporate Governance,Insurance and Taxation,reporting to the respective President.He is currently acting in his first mandate as Non-Executive Director of the Company,which expires in 2009.The number of Company shares that are held by o

313、fficers are indicated in the point concerning the Annex to the Consolidated Management Report.2.10.Functions that the Members of the Board of Directors Perform in Other Companies The Members of the Board of Directors also hold positions in other companies,namely:Elsio Alexandre Soares dos Santos Mem

314、ber of the Supervisory Board of Banco Comercial Portugus,S.A.Director of Sindcom Sociedade de Investimento na Indstria e Comrcio,SGPS,S.A.Director of Sociedade Francisco Manuel dos Santos,SGPS,S.A.Lus Palha da Silva Director of Jernimo Martins Servios,S.A.*Director of JMR-Gesto de Empresas de Retalh

315、o,SGPS,S.A.*Director of Lidosol II-Distribuio de Produtos Alimentares,S.A.*Director of Funchalgest-Sociedade Gestora de Participaes Sociais,S.A.*Director of Lidinvest-Gesto de Imveis,S.A.*Director of Joo Gomes Camacho,S.A.*Manager of Desimo-Desenvolvimento e Gesto Imobiliria,Lda.*Manager of EVA-Soci

316、edade de Investimentos Mobilirios e Imobilirios,Lda.*Manager of Friedman-Sociedade de Investimentos Mobilirios e Imobilirios,Lda.*Manager of Hermes-Sociedade de Investimentos Mobilirios e Imobilirios,Lda.*Manager of PSQ-Sociedade de Investimentos Mobilirios e Imobilirios,Lda.*Director of Fima-Produt

317、os Alimentares,S.A.*Director of Victor Guedes Indstria e Comrcio,S.A.*Director of Indstrias Lever Portuguesa,S.A.*Director of Ol-Produo de Gelados e Outros Produtos Alimentares,S.A.*Manager of Unilever Jernimo Martins,Lda.*Pedro Soares dos Santos Director of Jernimo Martins Servios,S.A.*Director of

318、Imocash-Imobilirio de Distribuio,S.A.*Director of Recheio Cash&Carry,S.A*Director of Recheio,SGPS,S.A.*Director of Sindcom Sociedade de Investimento na Indstria e Comrcio,SGPS,S.A.Director of Lidosol II-Distribuio de Produtos Alimentares,S.A.*Director of Funchalgest-Sociedade Gestora de Participaes

319、Sociais,S.A.*Director of Lidinvest-Gesto de Imveis,S.A.*Director of Larantigo-Sociedade de Construes,S.A.*Director of Joo Gomes Camacho,S.A.*Director of JMR-Gesto de Empresas de Retalho,SGPS,S.A.*Companies that are part of Jernimo Martins Group.Corporate Governance Report Managing and Supervisory Bo

320、dies of the Company 38 Director of Feira Nova-Hipermercados,S.A*Director of Comespa-Gesto de Espaos Comerciais,S.A.*Director of JMR Prestao de Servios para a Distribuio,S.A.*Director of Supertur-Imobiliria,Comrcio e Turismo,S.A.*Director of Imoretalho-Gesto de Imveis,S.A.*Director of Cunha&Branco-Di

321、stribuio Alimentar,S.A.*Director of SCGR,Comrcio por Grosso e a Retalho S.A.*Director of Pingo Doce-Distribuio Alimentar,S.A*Director of Casal de S.Pedro-Administrao de Bens,S.A.*Director of Masterchef,S.A.*Director of Escola de Formao Jernimo Martins Servios,S.A.*Manager of Friedman-Sociedade de In

322、vestimentos Mobilirios e Imobilirios,Lda.*Manager of Hermes-Sociedade de Investimentos Mobilirios e Imobilirios,Lda.*Manager of Servicompra-Consultores de Aprovisionamento,Lda.*Jos Soares dos Santos Director of Fima-Produtos Alimentares,S.A.*Director of Victor Guedes Indstria e Comrcio,S.A.*Director

323、 of Indstrias Lever Portuguesa,S.A.*Director of Ol-Produo de Gelados e Outros Produtos Alimentares,S.A.Director of Sindcom Sociedade de Investimento na Indstria e Comrcio,SGPS,S.A.Director of Sociedade Francisco Manuel dos Santos,SGPS,S.A.Manager of SFMS Imobiliria,Sociedade Unipessoal,Lda.Manager o

324、f Unilever Jernimo Martins,Lda.*Manager of Transportadora Central do Infante,Lda.Antnio Borges Chairman of the Supervisory Board of Banco Santander de Negcios Portugal Member of the Board of Directors of Heidrick&Struggles(USA)Member of the Board of Directors of CNP Assurances(France)Member of the B

325、oard of Directors of SCOR(France)Rui Patrcio Member of the Board of Directors of Monteiro Aranha,S.A.(Brazil)Member of the Board of Directors of Klablin,S.A.(Brazil)Member of the Board of Directors of Esprito Santo International Holding Member of the Board of Directors of Vivo Participaes(Brazil)Han

326、s Eggerstedt Member of the Supervisory Board of Unilever Deutschland Gmbh(Germany)Non-Executive Director of Colt Telecom Group,Plc.(United Kingdom)Member of the Advisory Board of Amsterdam Institute of Finance(The Netherlands)Artur Santos Silva Chairman of the Board of Directors of Banco BPI,S.A.Mem

327、ber of the Board of Directors of the Calouste Gulbenkian Foundation Member of the Board of Directors of Sindcom Sociedade de Investimento na Indstria e Comrcio,SGPS,S.A.Member of the Board of Directors of Partex Oil and Gas(Holding Company)President of Cotec Portugal-Business Association for Innovat

328、ion *Companies that are part of Jernimo Martins Group.Corporate Governance Report Managing and Supervisory Bodies of the Company 39 Nicolaas Pronk Member of the Board of Directors of Heerema Holding Construction,Inc.Member of the Board of Directors of Heerema Offshore Construction Group,Inc.Member o

329、f the Board of Directors of Heerema Fabrication Group,Inc.Member of the Board of Directors of Heavy Transport Group,Inc.Member of the Board of Directors of Heerema Engineering&Project Services,Inc.Member of the Board of Directors of RegEnersys,Inc.Member of the Board of Directors of RegEnersys Inves

330、tment I,Inc.Member of the Board of Directors of RegEnersys Investment II,Inc.Member of the Board of Directors of RegEnersys Investment III,Inc.Member of the Board of Directors of Heerema Infrastructure,Inc.Member of the Board of Directors of RegEnersys Investment I Ltd.Member of the Board of Directo

331、rs of RegEnersys Investment II Ltd.Member of the Board of Directors of RegEnersys Investment III Ltd.Member of the Board of Directors of RegEnersys Investment IV Ltd.Member of the Board of Directors of Heerema Holding Services(Antilles)N.V.Member of the Board of Directors of Antillian Holding Compan

332、y,N.V.Member of the Board of Directors of Heerema Bouw-&Infrastructure N.V.Member of the Board of Directors of Aquamondo Insurance N.V.Member of the Board of Directors of Heavy Transport Holding Denmark ApS Member of the Board of Directors of Aquamondo Insurance Company Ltd.Member of the Board of Di

333、rectors of RegEnersys(Bermuda)Ltd.Member of the Board of Directors of Heerema Fabrication Finance(Luxembourg)S.A.Member of the Board of Directors of Heavy Transport Finance(Luxembourg)S.A.Member of the Board of Directors of Heerema Transport Finance(Luxembourg)S.A.Member of the Board of Directors of Heerema Transport Finance(Luxembourg)S.a.r.L.Member of the Board of Directors of Heerema Transport