Jerónimo Martins2013年CSR报告.pdf

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1、CORPORATEREPORTGOVERNANCE Corporate Governance Index IV Corporate Governance PART I INFORMATION ON SHAREHOLDER STRUCTURE,ORGANISATION AND CORPORATE GOVERNANCE Section A SHAREHOLDER STRUCTURE 5 Subsection I Capital Structure 5 1.Capital Structure,Restrictions on the Transfer of Shares and Own Shares

2、5 2.Share Price Performance 5 3.Performance of Jernimo Martins Shares 6 4.Dividend Distribution Policy 8 5.Significant Agreements to which the Company is a Party and that Take Effect,are Altered,or Cease in Case of Change in Control of the Company 9 6.Defensive Measures 9 7.Shareholders Agreements k

3、nown to the Company 9 Subsection II Shareholdings and Bonds Held 10 1.Shareholder Structure and Shareholders with Qualifying Holdings 10 2.Number of Shares and Bonds Held by Members of the Management and Supervisory Boards 11 3.Powers of the Board of Directors,namely in Relation to Deliberations on

4、Capital Increases 11 4.Significant Business Relationships Between Shareholders with Qualifying Holdings and the Company 11 Section B CORPORATE BOARDS AND COMMITTEES 13 Subsection I General Meeting 13 1.Composition of the Presiding Board of the General Meeting 13 2.Exercising the Right to Vote 13 2.1

5、.Any Restrictions on the Right to Vote and Qualified Majorities 13 2.2.Participation in the General Shareholders Meeting 13 2.3.Postal Vote 14 2.4.Vote by Electronic Means 14 Subsection II Management and Supervision 15 1.Composition 15 1.1.Adopted Corporate Governance Model 15 1.2.Rules Applying to

6、the Appointment and Replacement of Members of the Board of Directors and of the Supervisory Board 15 1.3.Composition of the Board of Directors 15 1.3.1.Chairman of the Board of Directors 17 1.4.Professional Qualifications of the Members of the Board of Directors 18 1.5.Customary and Significant Rela

7、tionships of the Members of the Board with Shareholders with Qualifying Holdings 20 1.6.Organisational Charts,Delegation of Powers and Division of Responsibilities 21 1.6.1.Delegation of Powers 21 1.6.2.Organisational Structure and Division of Responsibilities 22 1.6.2.1.Holding Company Functional D

8、ividsions 22 1.6.2.2.Operational Areas 28 2.Functioning 29 2.1.Board of Directors Regulation and Number of Meetings Held 29 2.2.Performance Appraisal of Executive Directors 30 2.3.Positions that the Members of the Board of Directors Hold in Other Companies 30 Corporate Governance Index 6 3.Committee

9、s within the Board of Directors and Chief Executive Officer 33 3.1.Committees within the Board of Directors 33 3.2.Chief Executive Officer 33 3.3.Powers of the Committees 34 3.3.1.Committee on Corporate Responsibility 34 3.3.2.Evaluation and Nominations Committee 34 4.Other Committees of the Company

10、 35 4.1.Managing Committee 35 4.2.Committee on Corporate Governance and Corporate Responsibility 35 4.3.Ethics Committee 36 4.4.Internal Control Committee 36 Subsection III Supervision 37 1.Composition 37 1.1.Audit Committee 37 1.2.Professional Qualifications of the Members of the Audit Committee 38

11、 2.Functioning 38 2.1.Audit Committee Regulation and Number of Meetings Held 38 2.2.Positions that the Members of the Audit Committee Hold in Other Companies 38 3.Powers and Duties 38 3.1.Powers and Other Duties of the Audit Committee 38 Subsection IV STATUTORY AUDITOR 40 1.Statutory Auditor 40 2.Ot

12、her Services that the Statutory Auditor Provides to the Company 40 Subsection V EXTERNAL AUDITOR 41 1.External Auditor 41 2.External Auditor Rotation Policy and Schedule 41 3.Non-Audit Services carried out by the External Auditor 41 4.Yearly Remuneration Paid to the External Auditor 42 Section C INT

13、ERNAL ORGANISATION 43 Subsection I Articles of Association 43 1.Rules Applicable to Amendment of the Companys Articles of Association 43 Subsection II Reporting of Irregularities 43 1.Communications Policy for Irregularities Occurring within the Company(Whistleblower Procedure)43 Subsection III Inte

14、rnal Control and Risk Management 44 1.Internal Audit 44 2.Enterprise Risk Management System 44 2.1.Risk Management Objectives 45 2.2.Organisation of Risk Management 45 3.The Risk Management Process 47 4.Main Risks 47 5.Internal Control over Financial Reporting 56 Subsection IV Investor Assistance 56

15、 1.Investor Relations Office 56 2.Communication Policy of Jernimo Martins for the Capital Markets 57 3.Activities of the Investor Relations Office 57 4.Publication of Market Results 59 Subsection V Website 60 1.Relevant Addresses 60 Corporate Governance Index 7 Section D REMUNERATION 61 Subsection I

16、 Power to Establish 61 1.Competent Bodies to Establish the Remuneration of Corporate Bodies and Officers 61 Subsection II Remuneration Committee 61 1.Remuneration Committee 61 Subsection III Remuneration Structure 62 1.Remuneration Policy of the Board of Directors and of the Supervisory Board 62 Sub

17、section IV Remuneration Disclosure 64 1.Remuneration of the Members of the Board of Directors and of the Supervisory Board 64 2.Remuneration of the Chairman of the General Meeting 66 Subsection V Agreements with Remuneration Implications 66 Subsection VI Share Allocation and/or Stock Option Plan 66

18、Section E RELATED PARTY TRANSACTIONS 67 Subsection I Control Mechanisms and Procedures 67 1.Business between the Company and the Members of the Board 67 2.Business between the Company and Companies in a Parent-Subsidiary or Group Relationship 67 3.Business between the Company and Shareholders with Q

19、ualifying Holdings 67 Subsection II Data on Business Deals 68 PART II CORPORATE GOVERNANCE ASSESSMENT 69 1.Details of the Corporate Governance Code Adopted 69 2.Analysis of Compliance with the Corporate Governance Code Adopted 69 2.1.Statement of Compliance 69 3.Other Information 72 Corporate Govern

20、ance Shareholder Structure 5 PART I INFORMATION ON SHAREHOLDER STRUCTURE,ORGANISATION AND CORPORATE GOVERNANCE Section A SHAREHOLDER STRUCTURE Subsection I Capital Structure 1.Capital Structure,Restrictions on the Transfer of Shares and Own Shares The Companys share capital is 629,293,220 euros.It i

21、s fully subscribed and paid up,and divided into six hundred and twenty-nine million,two hundred and ninety-three thousand,two hundred and twenty shares with a nominal value of one euro each.All issued shares are ordinary and there are no other categories of shares.All shares are admitted to trading

22、and there are no restrictions concerning their tradability.The Company holds 859,000 shares in its own portfolio,which were acquired in 1999 at an average price of 7.06 euros per share(price adjusted by the restatement of capital).These shares represent 0.14%of the Companys share capital and voting

23、rights.In 2013 there were no transactions concerning own shares.2.Share Price Performance 2013 was a positive year for most of the share indexes,supported by the economic recovery,a drop in interest rates in the Euro Zone and stimulation plans from the central banks.The reference index in the Portug

24、uese market-PSI-20 was recorded its best performance since 2009.In the first six months of 2013,the PSI-20 showed a negative trend,registering the minimum price for 2013 in the beginning of the second semester,on July 3,which represented a devaluation of 7.4%against the previous year.The Portuguese

25、share index was under pressure from the political instability that was felt in Portugal during May and June.During the second half,the index recovered strongly and the PSI-20 ended the year with an increase in value of 16.0%.This performance reflected the positive evolution in GDP as from the 2nd qu

26、arter,following six consecutive quarters of contraction,and the positive indicators from manufacturing and services in the Euro region.Despite the above-mentioned increase in value,the Portuguese share index remained below the main European indices:DAX30,the German index,rose 25.5%,the best performa

27、nce in Europe,the Spanish IBEX35 rose 21.4%,the CAC40(Paris)grew 18.0%,whilst the AEX(Amsterdam)increased by 17.2%.The PSI-20 was ahead of Corporate Governance Shareholder Structure 6 the FTSE 100,which rose 13.9%,and the Polish index,WIG 20,which fell 7.6%in 2013.In the USA,despite the rate of grow

28、th being successively revised downwards throughout 2013,the FEDs programme for monthly asset purchases was more than sufficient to offset this effect and led the S&P 500 and the Dow Jones hitting new maximum highs.Among the 20 companies listed on the PSI-20,apart from Jernimo Martins,five lost value

29、 in 2013:Banif devalued 92.8%,Portugal Telecom-15.7%,Cofina-14.9%,Espirito Santo Financial Group-8.0%and EDP Renovveis-3.3%.Among the companies with the highest increases,of note are Mota-Engil,which almost triplicated its value(+175.9%),Millennium BCP,which increased 121.3%and Zon Multimdia which g

30、rew 81.8%.3.Performance of Jernimo Martins Shares Shares Description Listed Stock Exchange Euronext Lisbon IPO(year)November 1989 Share Capital()629,293,220 Nominal Value 1.00 Number of shares issued 629,293,220 Euronext Description Type ISIN Code Symbol Jernimo Martins-SGPS Shares PTJMT0AE0001 JMT

31、Other Codes Reuters RIC JMT.LS Bloomberg JMT PL Sedol B1Y1SQ7 WKN 878605 Jernimo Martins shares are part of 44 indices,namely the PSI-20,the Euronext 100 and the EuroStoxx Index,among others,and are negotiated on 33 different platforms,mostly in the main European markets.After having the best share

32、increase in the PSI-20 in 2011(+12.2%)in 2011 and achieving the eighth best performance in the index in 2012(+14.2%),in 2013 Jernimo Martins fell 2.6%against the previous year.According to the NYSE Euronext Lisbon,in 2013,Jernimo Martins was the Portuguese company with the second highest market capi

33、talisation and closed the year with a relative weight of 12.3%in the PSI-20-the reference index of the NYSE Lisbon Euronext.The Group ended 2013 with a market capitalization of 8.9 billion euros,compared with 9.2 billion euros at the end of 2012.Jernimo Martins is one of the four Portuguese companie

34、s that are part of the Euronext 100 index,with a weight in the index of 0.5%(0.6%in 2012).Corporate Governance Shareholder Structure 7 Jernimo Martins shares were among the most traded on the NYSE Euronext Lisbon,with around 202.7 million shares,a daily average of 794.9 thousand shares(29%higher tha

35、n in 2012),at an average price of 15.51 euros.In terms of turnover,these shares represented the equivalent of 11.3%(3.2 billion euros)of the overall volume of shares traded on the PSI-20 index in 2013(27.9 billion euros).In the first four months of the year,despite some volatility,Jernimo Martins sh

36、ares performed well,with a maximum high of 18.47 euros on 25 April(following the publication of the 2013 1st quarter results),representing an increase of 26.5%against the end of the previous year.Following this positive evolution,there was a sharp devaluation of Jernimo Martinss shares,which on 31st

37、 October cancelled out the accumulated gains and recorded the minimum price for 2013(13.61 euros),lower than that at the end of 2012(14.60 euros).Despite having a slight recovery in the last two months of the year,Jernimo Martins shares ended 2013 at a price of 14.22 euros,representing a decline of

38、2.6%compared to the end of the previous year.At the end of the year,38.7%of Jernimo Martins shares were freely traded on the market(excluding the qualifying holdings held by Sociedade Francisco Manuel dos Santos,B.V.and Asteck,S.A.),the largest part of this percentage belonging to institutional inve

39、stors.The portfolio of shareholders includes investors from various countries and the visibility of Jernimo Martins in the international market is confirmed by the fact that almost all the institutional portfolio was distributed outside of Portugal.British,French and American institutional investors

40、 occupy the leading positions,representing a significant percentage of the total investors.Annual Report 13 Corporate Governance Shareholder Structure 8 20132012201120102009Share Capital()629,293,220629,293,220629,293,220629,293,220629,293,220Number of shares issued629,293,220629,293,220629,293,2206

41、29,293,220629,293,220Own Shares859,000859,000859,000859,000859,000Free Float32.0%27.2%29.0%31.2%33.9%EPS()0.610.570.540.450.32Dividend per share()0.300.51*0.21*0.140.11Stock Market Performance High()18.4715.6214.3412.587.05 Low()13.6111.8710.646.333.07 Average()15.5113.7112.338.634.97 Closing(End of

42、 year)()14.2214.6012.7911.406.99Market Capitalisation(31/12)8,9459,1888,0497,1744,396(million euros)Transactions Volume(1.000 shares)202,709157,916254,571300,343347,603Annual Growth PSI2016.0%2.9%-27.6%-10.3%33.5%Jernimo Martins-2.6%14.2%12.2%63.2%75.9%*The value refers to the payment of a gross div

43、idend of 0.275 euros per share,on April 30,201 2,regarding the distribution of 201 1 results and to the distribution of free reserves corresponding to a gross dividend of 0.239 Euros per share,paid on December 31,201 2.*This dividend,regarding the 201 0 financial year,was paid by the end of 201 0.4.

44、Dividend Distribution Policy The Companys Board of Directors maintained a policy of dividend distribution based on the following rules:The value of the dividend distributed must be between 40%and 50%of ordinary consolidated net earnings;If,as a result of applying the criteria mentioned above,there i

45、s a drop in the dividend in a certain year compared to that of the previous year,and the Board of Directors considers that this decrease is a result of abnormal and merely circumstantial situations,it may propose that the value from the previous year should be maintained.It may even resort to free e

46、xisting reserves,providing that the use of these reserves does not jeopardise the principles adopted for balance sheet management.According to the guidelines above,the gross dividend related to 2010 paid to the shareholders was 0.21 euros per share,which was distributed at the end of that year.With

47、regard to 2011,the gross dividend given to the shareholders was 0.275 euros per share,paid in April 2012.In 2012,the Extraordinary General Meeting of the Companys Shareholders,which took place on 19th December,also approved the distribution of free reserves amounting to 150,195,778.58 euros,the equi

48、valent of a gross value of 0.239 euros per share.With regard to 2012,the gross dividend paid to the shareholders in May 2013 was 0.295 euros per share.In view of the above,the net results for 2013 and the established dividend distribution policy,at the General Shareholders Meeting the Board of Direc

49、tors will propose the distribution of a gross dividend of 0.305 euros per share,excluding the 859,000 own shares in the portfolio.Annual Report 13 Corporate Governance Shareholder Structure 9 This proposal represents an increase of 3.4%over the dividend paid in respect to the previous year,correspon

50、ding to a dividend yield of 1.97%on the average share price in 2013,which was 15.51 euros.5.Significant Agreements to which the Company is a Party and that Take Effect,Are Altered,or Cease in Case of Change in Control of the Company There are no significant agreements to which the Company is a Party

51、 and that come into effect,are amended or terminated in case of a change in the control of the Company after a takeover bid.6.Defensive Measures No defensive measures that require payments or the assumption of costs by the Company in the event of a change of control or a change in the composition of

52、 the Board of Directors and that are likely to impair the free transfer of shares and the free assessment by the shareholders of the performance of the Board members,were adopted.7.Shareholders Agreements Known to the Company Pursuant to the communication regarding the qualifying holding received by

53、 the Company on January 2,2012,the Board of Directors were informed of a shareholders agreement between Sociedade Francisco Manuel dos Santos,B.V.and Sociedade Francisco Manuel dos Santos,SGPS,S.A.concerning the exercise of voting rights.The Board,however,does not know of any restrictions concerning

54、 the transfer of securities or voting rights.Corporate Governance Shareholder Structure 10 Subsection II Shareholdings and Bonds Held 1.Shareholder Structure and Shareholders with Qualifying Holdings The holders of Qualifying Holgins,calculated in accordance with the terms of paragraph 1 of Article

55、20 of the Portuguese Securities Code,as at 31st December 2013,are identified in the table below.List of Qualifying Holdings as at 31st December 2013 (Pursuant to paragraph 4 of article 448 of the Commercial Companies Code and in sub-paragraph b)of paragraph 1 of article 8 of the Portuguese Securitie

56、s Code Regulations no.5/2008)Shareholder Nr.of Shares Held%Capital Nr.of Voting Rights%of Voting Rights*Sociedade Francisco Manuel dos Santos,SGPS,S.A.Through Sociedade Francisco Manuel dos Santos,B.V.353,260,814 56.136%353,260,814 56.136%Heerema Holding Company Inc.Through Asteck,S.A.31,464,750 5.0

57、00%31,464,750 5.000%Carmignac Gestion Directly 16,859,313 2.679%16,859,313 2.679%BNP Paribas Through Investment Funds Managed by BNP Paribas 13,536,757 2.151%12,604,860 2.006%BlackRock Inc.Through Investment Funds Managed by BlackRock Inc.12,694,453 2.017%12,694,453 2.017%Source:Latest communication

58、s made by the holders of qualifying holdings to Jernimo Martins,SGPS,S.A.*Calculated based on the total number of shares,in accordance with sub-paragraph b)of paragraph 3 of article 16 of the Portuguese Securities Code.Corporate Governance Shareholder Structure 11 2.Number of Shares and Bonds Held b

59、y Members of the Management and Supervisory Boards Information on the Shareholding in the Company by the Members of the Board of Directors and the Supervisory Board (Pursuant to paragraph 5 of article 447 of the Commercial Companies Code)The Board of Directors Members of the Board of Directors Held

60、on 31.12.12 Increases during the year Decreases during the year Held on 31.12.13 Shares Bonds Shares Bonds Shares Bonds Shares Bonds Elsio Alexandre Soares dos Santos 1 156,531-34,445-190,976 4-Pedro Manuel de Castro Soares dos Santos 2 216,305-19,500-235,805-Alan Johnson 3 14,450-6,950-21,400-Antni

61、o Mendo Castel-Branco Borges-Antnio Pedro de Carvalho Viana-Baptista-Hans Eggerstedt 19,700-19,700-Jos Manuel da Silveira e Castro Soares dos Santos -Nicolaas Pronk-Andrzej Szlezak n.a.-Srgio Tavares Rebelo n.a.-Francisco Seixas da Costa n.a.-1 The 34,445 shares were bought on:15,000 shares on 14/05

62、/2013,at a price of 16.945 euros each,12,500 shares on 31/07/2013,at a price of 14.849 euros each and 6,945 shares on 08/08/2013,at an average price of 14.354 euros each.2 The 19,500 shares were bought on 01/03/2013,at a price of 15.440 euros each.3 The 6,950 shares were bought on 07/08/2013,at a pr

63、ice of 14.30 euros each.4 This position refers to the termination of functions date,December 18,2013.Statutory Auditor As at 31 December,2013,the Statutory Auditor PricewaterhouseCoopers&Associados,SROC,Lda.,did not hold any shares or bonds of Jernimo Martins,SGPS,S.A.and had not made any transactio

64、ns with Jernimo Martins,SGPS,S.A.securities.3.Powers of the Board of Directors,namely in Relation to Deliberations on Capital Increases Any capital increase is subject to prior deliberation by the General Shareholders Meeting.4.Significant Business Relationships between Shareholders with Qualifying

65、Holdings and the Company Pursuant to the policy that has been followed by the Company in this area,no business was carried out by the Company with the owners of Qualifying Holdings or Corporate Governance Shareholder Structure 12 entities in any type of relationship with the owners of such holdings,

66、outside of normal market conditions.There are no significant business relationships between holders of Qualifying Holdings and the Company.Corporate Governance Corporate Bodies and Committees 13 Section B CORPORATE BODIES AND COMMITTEES Subsection I General Meeting 1.Composition of the Presiding Boa

67、rd of the General Meeting On 10 April 2013 Joo Vieira de Castro and Tiago Ferreira de Lemos were appointed as Chairman and Secretary of the General Shareholders Meeting respectively,for the term of office that expires on 31 December 2015.On 17 December 2013 the Company was informed of the resignatio

68、n of the Chairman of the General Shareholders Meetings.2.Exercising the Right to Vote 2.1.Any Restrictions on the Right to Vote and Qualified Majorities No special rights for Shareholders or restraints on the exercise of voting rights are provided for in the Companys Articles of Association.The Comp

69、any and its Board of Directors particularly value the principles of free transferability of shares and assessment by Shareholders of the performance of members of the Board of Directors.As such Article Twenty Four of the Articles of Association of the Company establishes the rule that each share has

70、 the right to one vote.Accordingly,the Company has not established mechanisms intended to cause mismatching between the right to receive dividends or the subscription of new securities and the voting ritgh of each ornidary share,inter alia,no special rights for shareholders or restraints on the exer

71、cise of voting rights are provided for in the Companys Articles of Association,nor there is any special rule in the Articles of Association regarding systems whereby the financial rights attached to securities are separated from the holding of securities.Attending the Shareholders Meeting is not sub

72、ject to holding a minimum number of shares,nor are there rules stating that voting rights over a certain number are not counted,when issued by a single shareholder or shareholders related to it.According to Article Twenty-Six of the Articles of Association of the Company,the Shareholders Meeting may

73、 take place upon the first convocation,as long as more than 50%of the Companys capital is present or represented.There is no special rule in the Articles of Association regarding deliberative quorums.2.2.Participation in the General Shareholders Meeting Under the provisions of the Portuguese Securit

74、ies Code and Article Twenty-Three of the Articles of Association,the Shareholders meeting the following conditions can participate and vote at the General Meetings:Corporate Governance Corporate Bodies and Committees 14 i.On the Record Date,corresponding to 00:00 am(GMT)of the fifth trading day prio

75、r to the General Shareholders Meeting,they held shares of the Company entitling them to at least one vote;ii.By the end of the day prior to the day of the Record Date,they had stated in writing,to the Chairman of the General Shareholders Meeting and to the respective financial intermediary,their int

76、ention to participate in the meeting;iii.By the end of the day of the Record Date,the respective financial intermediary has sent to the Chairman of the General Shareholders Meeting information on the number of shares registered under that Shareholders name on the Record Date.2.3.Postal Vote Accordin

77、g to paragraph 3 of Article Twenty-Five of the Articles of Association,postal votes are allowed.Pursuant to the Articles of Association,postal votes count for the formation of a constitutive quorum for the General Shareholders Meeting,and it is the responsibility of the Chairman of the Board of the

78、Shareholders Meeting or his substitute to verify their authenticity and fully complaying with the procedures,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 General Shareholders Meeting,the postal vote t

79、hat was issued is 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 Articles of Association do not

80、state anything on this matter,the Company has established a deadline of 48 hours prior to the General Shareholders Meeting for receipt of postal votes,thus complying with and,to a certain extent,exceeding the recommendations of the CMVM on this matter.2.4.Vote by Electronic Means The Company,recogni

81、sing that using new technologies encourages Shareholders to exercise their right to vote,has adopted,since 2006,adequate mechanisms so that they may vote electronically in General Shareholders Meetings.Thus,Shareholders must state their intent to exercise their right to vote electronically to the Ch

82、airman of the Board of the General Shareholders Meeting,at the Companys Head Office or using the Jernimo Martins website,at www.jeronimomartins.pt.In that expression of interest,shareholders must indicate the address of the financial intermediary with whom the securities are registered,to which a re

83、gistered letter will be subsequently sent containing the electronic address to be used to vote,and an identification code to use in the electronic mail message by which the shareholder exercises its right to vote.Corporate Governance Corporate Bodies and Committees 15 Subsection II Management and Su

84、pervision 1.Composition 1.1.Adopted Corporate Governance Model The Company has adopted the anglo-saxon governance model which corresponds to the option foreseen in subparagraph b)of article 278 of the Commercial Companies Code.According to this model the management and supervision of the company are

85、 organized through a Board of Directors,which includes the Audit Committee,and a Statutory Auditor.1.2.Rules Applying to the Appointment and Replacement of Members of the Board of Directors and of the Supervisory Board The first article of the Regulations of the Companys Board of Directors foresees

86、that this body has the composition that will be decided in the General Shareholders Meeting pursuant to the terms indicated in paragraph one of Article Twelve of the Articles of Association,and it will be presided over by the respective Chairman,chosen by the General Shareholders Meeting.Paragraph n

87、umber three of article eight of the same Regulations prescribes that in the event of death,resignation or impediment,whether temporary or definitive,of any of its members,the Board of Directors will agree on a substitute.If the appointment does not occur within 60 days of the absence of the Director

88、,the Audit Committee will be responsible for appointing the substitute.According to article one of the respective Regulations,and Article Nineteen of the Articles of Association,the Audit Committee is composed of three Members of the Board of Directors,one of whom will be its Chairman.The members of

89、 the Audit Committee are appointed simultaneously with the members of the Board of Directors,and the lists of proposed members of the latter body must indicate those that are intended to form the Audit Committee.The members of the Audit Committee cannot perform executive roles in the Company.There i

90、s no specific regulatory provision regarding the appointment and replacement of Members of the Audit Committee,being applicable only what is set forth in law.1.3.Composition of the Board of Directors According to the Articles of Associations,the Board of Directors is comprised of a minimum of seven

91、and a maximum of 11 members,elected by the General Shareholders Meeting for three year terms.Currently,the Board of Directors has 9 members and there are no substitute members.At the Annual General Shareholders Meeting held on 10 April 2013,the following members of the Board of Directors were appoin

92、ted:Corporate Governance Corporate Bodies and Committees 16 E.Alexandre Soares dos Santos Chairman of the Board of Directors until 18 de December 2013 Non-Executive Director First appointment in 1968 Resigned to the position on 18 December 2013 Pedro Manuel de Castro Soares dos Santos Chairman of th

93、e Board of Directors since 18 de December 2013 CEO First appointment on 31 March 1995 Expiry of the term of office on 31 December 2015 Alan Johnson Director with special tasks and Chief Financial Officer First appointment on 30 March 2012 Expiry of the term of office on 31 December 2015 Andrzej Szle

94、zak Non-Executive Director First appointment on 10 April 2013 Expiry of the term of office on 31 December 2015 Antnio Mendo de Castel-Branco Borges Non-Executive Director First appointment on 29 June 2001 Deceased on 25 August 2013 Antnio Pedro de Carvalho Viana-Baptista Independent Non-Executive Di

95、rector First appointment on 9 April 2010 Expiry of the term of office on 31 December 2015 Francisco Seixas da Costa Independent Non-Executive Director First appointment on 10 April 2013 Expiry of the term of office on 31 December 2015 Hans Eggerstedt Non-Executive Director First appointment on 29 Ju

96、ne 2001 Expiry of the term of office on 31 December 2015 Jos Manuel da Silveira e Castro Soares dos Santos Director with special tasks First appointment on 31 March 1995 Expiry of the term of office on 31 December 2015 Nicolaas Pronk Non-Executive Director First appointment on 30 March 2007 Expiry o

97、f the term of office on 31 December 2015 Srgio Tavares Rebelo Independent Non-Executive Director First appointment on 10 April 2013 Expiry of the term of office on 31 December 2015 Corporate Governance Corporate Bodies and Committees 17 With regard to changes in the composition of the Board of Direc

98、tors throughout 2013,of note is the resignation from the position of Chairman of the Board of Directors by Alexandre Soares dos Santos with effect from 1st November and which became permanent on 18th December 2013,with the election of the current Chairman of the Board of Directors,Pedro Soares dos S

99、antos.Also of note is the death of the Director Antnio Borges on 25th August,2013.It should also be added that 2013 was the year for electing the statutory bodies for the 2013-2015 term and so the 11 Directors at that time remained in office until 10th April,2013:Alexandre Soares dos Santos(Chairman

100、 of the Board of Directors),Pedro Soares dos Santos(CEO),Alan Johnson,Antnio Borges,Antnio Viana-Baptista,Artur Santos Silva,Hans Eggerstedt,Jos Soares dos Santos,Lus Palha da Silva,Marcel Corstjens and Nicolaas Pronk.The Company seeks a balance in the composition of the Board of Directors through t

101、he integration of Non-Executive Directors and Independent Directors alongside Executive Directors.The Board of Directors is composed of Non-Executive Directors,in particular Independent Directors who possess a wide range of technical skills,contact networks and connections with national and internat

102、ional bodies,which enrich and optimise the Companys management in terms of creating value and ensuring adequate protection of the interests of all its shareholders,thereby ensuring effective monitoring,supervision and assessement of the activity of the remaining members of the Board of Directors.In

103、accordance with the principles by which the Company is run,although all Board Members are accountable to all Shareholders equally,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 new recomme

104、ndation II.1.7 applicable to the year of 2013,which establishes the independence criteria to be used in the evaluation made by the Board of Directors,Francisco Seixas da Costa,Antnio Viana-Baptista,Srgio Rebelo and Hans Eggerstedt qualify as Independent Directors.The latter three Directors are also

105、members of the Audit Committee therefore they are further subject to the independence criteria indicated in paragraph 5 of article 414 of the Commercial Companies Code.According to these criteria Director Hans Eggerstedt cannot be regarded as independent.Each of the members of the Audit Committee al

106、so complies with the rules of incompatibility laid down in paragraph 1 of article 414-A of the Commercial Companies Code,except that provided for in sub-paragraph b).There being three Independent Directors,in accordance to the criteria above mentioned,out of a total of nine Directors,the Company com

107、plies with recommendation II.1.7.also in the part where it establishes that Non-Executive Directors shall include an appropriate number of independent members(in casu,one third).1.3.1.Chairman of the Board of Directors The Chairman of the Board of Directors,according to the Board of Directors Regula

108、tions,in addition to the institutional representation of the Company,has a special responsibility for managing the respective meetings,for monitoring the action Corporate Governance Corporate Bodies and Committees 18 taken on the decisions made by this body,for taking part in the meetings of other c

109、ommittees set up by the Board of Directors and for defining the overall strategy of the Company.1.4.Professional Qualifications of the Members of the Board of Directors E.Alexandre Soares dos Santos,Chairman of the Board of Directors until 18 December 2013,began his professional career in 1957,when

110、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 Chief Executive Officer,a post he combined with that of Representative of Jernimo Martins in the joint venture with Unilever.He was the Chairman of t

111、he Board of Directors of the Company between February 1996 and 18 December 2013.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 post of Assistant Director of Recheio Ope

112、rations.In 1995,he was named General Manager of the Company.Between 1999 and 2000 he accepted responsibility for operations in Poland and in Brazil.In 2001,he also assumed responsibility for the operations area for Food Distribution in Portugal.He has been a Director of Jernimo Martins,SGPS,S.A.sinc

113、e 31 March 1995,and has been Chief Executive Officer since 9 April 2010 and Chairman of the Board of Directors of the Company since 18 December 2013.Jos Soares dos Santos holds a Degree in Biology from Universidade Clssica de Lisboa,joined Svea Lab AB in Sweden,in 1985,before going to work for the U

114、RL Colworth 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 a Director of Jernimo Martins SGPS,S.A.between 31 March 1995 a

115、nd 29 June 2001,and was reappointed on 15 April 2004 to the present day.Alan Johnson is a British national,with a degree in Finance&Accounting obtained in the UK.He joined Unilever in 1976,where he made his professional career,occupying various financial positions in several countries such as United

116、 Kingdom,Brazil,Nigeria,France,Belgium,the Netherlands and Italy.Amongst other positions,he was Senior Vice President Strategy&Finance for Europe,Senior Vice President Finance&IT and CFO of Unilever Foods Division worldwide.Until March 2011,he was Chief Audit Executive,based in Rotterdam.He was a me

117、mber of the Market Oversight Committee of the Chartered Association of Certified Accountants between 2007 and 2013 and has been a member of the Professional Accountants in Business Committee of the International Federation of Accountants based in New York since 2011.In January 2012,he joined the Jer

118、nimo Martins Group as Chief Financial Officer,being Director of Jernimo Martins,SGPS,S.A.since 30 March 2012.Hans Eggerstedt is a German national,with a degree in Economics from the University of Hamburg.He joined Unilever in 1964,where he has spent his entire career.Among other positions,he was Dir

119、ector 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 Information and Technology Director of Unilever.He was nominated to the Board of Directors of Unilever N.V.and Unilever PLC in

120、 1985,a position he held until 1999.Between 2003 and 2012 he was a Non-Corporate Governance Corporate Bodies and Committees 19 Executive Director of the COLT Telekom Group S.A.,from Luxembourg.He has been Non-Executive Director of Jernimo Martins,SGPS,S.A.since 29 June 2001.Andrzej Szlezak is a Poli

121、sh national and has a Master degree in English philology and in law from Adam Mickiewicz University in Poznan,Poland;in 1981,he passed the judicial exam and in 1994,he was admitted to the Chamber of Legal Advisors(Poznan Chapter).In 1979 he started is academic career at said university where he was

122、awarded his doctorate and post-doctorate degrees(Habilitated Doctor)in Law in 1985 and in 1992,respectively.In 1994,he was awarded a professorship at Adam Mickiewicz University(Law School),which he held until 1996.At present,he is a professor at Warsaw School of Social Sciences and Humanities.In 198

123、1,he joined the law firm of Soltysinski,Kawecki&Szlezak(SK&S)where he became Partner in 1993 and Senior Partner in 1996.During his practice at SK&S he has provided legal advice in numerous privatization and restructuring transactions in many sectors of Polish economy(mostly in M&A,corporate and gree

124、nfield projects).Since 1999,he has been an arbitrator of the Arbitration Court at the Polish Chamber of Commerce(KIG)in Warsaw,being at the moment Deputy Chairman of the Arbitration Board of this Court.He has also been appointed an arbitrator in several proceedings(national and international)before

125、the ICC International Court of Arbitration in Paris and in ad hoc proceedings conducted according to the UNCITRAL Arbitration Rules.He is also the author of several publications,including foreign-language publications,in the fields of civil,commercial and arbitration law.He has been a Non-Executive

126、Director of the Company since 10 April 2013.Antnio Viana-Baptista holds a Degree in Economics from Universidade Catlica Portuguesa(1980),has a postgraduate diploma in European Economics from Universidade Catlica Portuguesa(1981)and an MBA from INSEAD(Fontainebleau,1983).Between 1985 and 1991 he was

127、Principal Partner of Mckinsey&Co.in the Madrid and Lisbon office.He held the post of Director in the Banco Portugus de Investimento between 1991 and 1998.From 1998 to 2002 he was Chairman and CEO of Telefnica International.From 2002 to 2006 he was Chairman and CEO of Telefnica Mviles S.A.From 2006 t

128、o 2008 he was Chairman and CEO of Telefnica Espaa.Between 2000 and 2008 he was a Non-Executive Director of the Board of Directors of Portugal Telecom.Since 2011,he is CEO of Crdit Suisse AG for Spain and Portugal.He has been Non-Executive Director of the Company since 9 April 2010.Antnio Borges,with

129、 a degree in Economics from Universidade Tcnica de Lisboa and a PhD in Economics from Stanford University,joined INSEAD in 1980.He was the Vice-Governor of the Portuguese Central Bank and Dean of INSEAD.He has taught at Universidade Nova de Lisboa and Stanford University,and he is visiting full prof

130、essor of the Faculdade de Cincias Econmicas e Empresariais da Universidade Catlica Portuguesa.He has held various management posts,including at Citibank Portugal,Petrogal,Vista Alegre,Paribas and Sonae.He was Vice-President of Goldman Sachs between 2000 e 2008.In June 2008 he was appointed Chairman

131、of the Board of Directors of the Hedge Funds Standards Board and between 2010 and 2011 he was Director of the European Department of the International Monetary Fund.He was a Non-Executive Director of Jernimo Martins,SGPS,S.A.,between 29 June 2001 and 31 December 2010,and again from 30 March 2012 unt

132、il 25 August 2013,the date he deceased.Francisco Seixas da Costa is a Portuguese national and has a degree in Political and Social Sciences from the Universidade Tcnica of Lisbon.He started his diplomatic career in 1975 as a diplomat in the Portuguese Ministry of Foreign Affairs.Between 1995 and 200

133、1,he was Secretary of State for European Affairs,where he had several official functions,amongst others,Portuguese chief negotiator of the EU Amsterdam Corporate Governance Corporate Bodies and Committees 20 treaty,from 1995 to 1997,Portuguese coordinator for the negotiation of the EU financial fram

134、ework,from 1997 to 1999,and President of the Council of Ministers of the EU Internal Market in 2000.From 2001 until 2002 he was Ambassador,Permanent Representative to the United Nations,in New York and,from 2002 until 2004,he was Ambassador,Permanent Representative to the Organization for Security a

135、nd Cooperation in Europe(OSCE),in Vienna.Between 2004 and 2008 he was Ambassador to Brazil,in Braslia and between 2009 and 2013 he was Ambassador to France and Permanent Representative to UNESCO(since 2012),in Paris.Since 2013 he has been member of the Consultative Council of Fundao Calouste Gulbenk

136、ian and member of the Strategic Council of Mota-Engil,SGPS,S.A.He has been a Non-Executive Director of the Company since 10 April 2013.Nicolaas Pronk is a Dutch national,and has a degree in Finance,Auditing,and Information Technology.Between 1981 and 1989 he worked for KPMG in the Financial Audit ar

137、ea for Dutch and foreign companies.In 1989 he joined the Heerema Group,created the Internal Audit Department,and since then has performed various functions within the Group,having been responsible for various acquisitions and disinvestments and defining Corporate Governance.Since 1999 he has been th

138、e Financial Director of the Heerema Group,including responsibility for the areas of Finance,Treasury,Corporate Governance,Insurance and Taxation,reporting to that Groups President.He has been a Non-Executive Director of the Company since 30 March 2007.Srgio Tavares Rebelo is a Portuguese national an

139、d has a degree in Economy from Universidade Catlica Portuguesa.He also has a M.Sc.in Operations Research from Instituto Superior Tcnico of Lisbon,as well as a M.A.and a Ph.D.in Economy from University of Rochester.He began his academic career as an instructor at Universidade Catlica Portuguesa in 19

140、81.In 1988 he joined Northwestern University as Assistant Professor of Finance and became Associated Professor of Finance in 1991.Between 1992 and 1997 he was Associated Professor of the Department of Economics of the University of Rochester and since 1997 he has been Tokai Bank Distinguished Profes

141、sor of International Finance,Kellogg School of Management,of Northwestern University.Since 1982,he has published numerous articles and books on economics and finance.He has been a Member of the Advisory Council to the Global Markets Institute at Goldman Sachs since April 2012.He has been Non-Executi

142、ve Director of the Company since 10 April 2013.1.5.Customary and Significant Relationships of the Members of the Board with Shareholders with Qualifying Holdings Member of the Board of Directors Type of Relationship Shareholder with Qualifying Holding Alexandre Soares dos Santos Director Sociedade F

143、rancisco Manuel dos Santos,B.V.Jos Soares dos Santos Director Sociedade Francisco Manuel dos Santos,B.V.Nicolaas Pronk Director Astek,S.A.Corporate Governance Corporate Bodies and Committees 21 1.6.Organisational Charts,Delegation of Powers and Division of Responsibilities ColombiaManufacturingUnile

144、ver JMGallo WorldwidePolandPortugalJernimo Martins Restaurao e ServiosServicesHusselJMDPCJERNIMO MARTINS,SGPS,S.A.Board of DirectorsEthics CommitteeCommittee on Corporate Governance and Corporate ResponsibilityManaging CommitteeChief Executive OfficerExecutive Officer of the BoardFunctional Division

145、s Corporate CentreAuditCommitteeInternal Control CommitteeFoodDistributionBiedronkaDiscount StoresJMD iF Drugstores andPharmaciesRecheioCash&CarryPingo DoceSupermarkets&Hypermarkets Business Structure 1.6.1.Delegation of Powers The Board of Directors,by resolution,delegated various duties to Pedro S

146、oares dos Santos regarding the day-to-day management of the Company,which are identified in more detail in point 3.2.Chief Executive Officer of current subsection II.Nevertheless,pursuant to the terms of its Internal Regulation,the Board of Directors retains authority over strategic matters of manag

147、ement of the Group,in particular those regarding the definition of general policies of the Company and the corporate structure of the Group and those that,due to their importance and special nature,may significantly impact on the business activity of the Group.The matters referred to in Article 407(

148、4)of the Commercial Companies Code are off-limits to the Chief Executive Officer.Apart from the powers on strategic matters of management of the Group,the Board of Directors has effective control on directing corporate activities by always seeking to be duly informed and by ensuring the supervision

149、of the Companys management.Organisational Structure Corporate Governance Corporate Bodies and Committees 22 To this end,the Board of Directors has at its disposal the minutes of the Managing Committee,the body which supports the Chief Executive Officer.These minutes contain the matters discussed in

150、the meetings,and they are sent to the Chairman of the Board of Directors and the Company Secretary.At each Board of Directors meeting the Chief Executive Officer reports on the Company activity since the last meeting and provides any further clarification that the Non-Executive Directors may require

151、.All information requested by the Non-Executive Directors in 2013 was provided in full and in a timely manner by the Chief Executive Officer.With reference to 2013,the Company considers recommendation II.1.10,which is equivalent to the previous recommendation II.2.3.,as not applicable,bearing in min

152、d that the accumulation of the role of Chairman of the Board of Directors with the role of Chief Executive Officer only occurred on 18 December 2013 and has not produced practical effects in the functioning of the Board of Directors until year end.Nevertheless,it shall be stressed that the Company a

153、lready ensures,inter alia through the Company Secretary,that Non-Executive Directors have timely access to all the information needed for them to carry out their duties on an independent,informed and coordinated manner.Pursuant to Article 407(1)of the Commercial Companies Code,the Board of Directors

154、 also allocated to the director Alan Johnson the special task as responsible for the financial management of Jernimo Martins Group,including investor relations,and to the director Jos Soares dos Santos the special task of monitoring the activities of the joint-venture Unilever Jernimo Martins,the ac

155、tivities of Jernimo Martins Distribuio de Produtos de Consumo,Lda.and of Jernimo Martins Restaurao e Servios,S.A.1.6.2.Organisational Structure and Division of Responsibilities Jernimo Martins SGPS,S.A.is the Holding Company of the Group,and as such is responsible for the main guidelines for the var

156、ious business areas,as well as for ensuring consistency between the established objectives and available resources.The Holding Companys services include a set of Functional Divisions which provide support for Corporate Centre and services to the Operating Areas of the Groups Companies,in the differe

157、nt geographical areas in which they operate.In operational terms,Jernimo Martins is organised into three business segments:i.Food Distribution,ii.Manufacturing,and iii.Marketing Services,Representations and Restaurant Services.The first area is organised into Geographical Areas and Operating Areas.1

158、.6.2.1.Holding Company Functional Divisions The Holding Company is responsible for:i.Defining and implementing the development strategy of the Groups portfolio;ii.Strategic planning and control of the various businesses and consistency with the global objectives;iii.Defining and controlling financia

159、l policies;and iv.Defining human resources policy,with direct responsibility for implementing the Management Development Policy.Corporate Governance Corporate Bodies and Committees 23 The Holding Companys Functional Divisions are organised as follows:Environment and Food Safety Responsible for defin

160、ing the strategy,policies and procedures to be implemented within the areas under its responsibility across all the countries where the Jernimo Martins Group is present.Concerning the environment,Jernimo Martins has defined the principle of establishing processes,projects and goals,as part of the va

161、lue chain,in order to minimise the impacts caused by its operations,especially those linked to the consumption of energy and water,the proper use of materials,correct waste management and protecting biodiversity.The main actions implemented in 2013 and the results obtained can be found in the fifth

162、chapter of the Annual Report and Accounts.In Food Safety terms,a crucial activity at Jernimo Martins,the Management has defined plans and objectives,aiming to bring the concept of Food Safety to the customers home,thereby contributing towards maintaining the quality and freshness of the products unt

163、il the time of their consumption.Legal Affairs It ensures ongoing legal assistance to the Company,preparing contracts,opinions and studies,assisting the Board of Directors in decision making,Environment and Food Safety Fernando Frade Legal Affairs Carlos Martins Ferreira Internal Audit Madalena Mena

164、 Corporate Communications and Responsability Sara Miranda Financial Operations Conceio Carrapeta International Expansion and Strategy Joo Nuno Magalhes Risk Management Pedro Correia JERNIMO MARTINS GROUP Functional Divisions of Corporate Support Financial Control Antnio Pereira Information Techonlog

165、y Lus Ribas Information Security Henrique Soares dos Santos Security Eduardo Dias Costa Investor Relations Cludia Falco Human Resources Marta Maia Fiscal Affairs Rita Marques Quality and Own Brand Development Carlos Santos Corporate Governance Corporate Bodies and Committees 24 implementing risk pla

166、nning policies and giving support to other functional divisions.It also ensures the necessary coordination between the legal departments of subsidiaries in the different jurisdictions in which they operate.In 2013,this Division focused on monitoring the evolution of the corporate rules and recommend

167、ations in the Groups various reorganization operations and on supporting the Board of Directors and other functional divisions in the project of internationalisation of the Group,among other matters.It also had an important role regarding the prevention of legal disputes,through legal counselling an

168、d internal training.Internal Audit Evaluates the quality and effectiveness of the systems(both operational and non-operational)of internal control and risk management established by the Board of Directors,ensuring their compliance with the Groups Procedures Manual.It also guarantees full compliance

169、with the procedures laid out in the Operations Manual of each business unit and ensures compliance with the legislation and regulations applicable to the respective operations.This Division reports hierarchically to the Chairman of the Board of Directors and functionally to the Audit Committee.The a

170、ctivities carried out by this Functional Division are detailed further in this Report.Corporate Communications and Responsibility It is responsible for the strategic management of the Jernimo Martins brand,by enhancing relations with the various non-financial stakeholders and promoting and strengthe

171、ning the integration of environmental,social and ethical issues in the value chain,preserving and developing the Groups capital reputation.It operates as an agent fostering inter-departmental integration with the aim of ensuring the alignment of messages and initiatives with the values and objective

172、s of the Group in the various regions where it operates.It manages the digital communication channels of Jernimo Martins and coordinates the organisation and holding of corporate events.It is the quintessential point of interaction with journalists,providing support and media and communication consu

173、ltancy to the various Companies and Functional Divisions.It produces publications and contents that are internally and externally-oriented,in various formats and media.The Corporate Responsibility area coordinates the alignment of the Companies action programmes with the defined operational prioriti

174、es,encouraging inter-departmental dialogue and synergies and cooperation with business partners with the aim of sustainable development.Among the main projects that involved the Corporate Communications area in 2013,of note are both the internal and external communications about the start-up of the

175、Groups operations in Colombia,with the inauguration of the Ara banners first stores.Within this context,the website was developed and launched.In the Corporate Responsibility area,2013 was a year of consolidation and deepening of the alingment between the various functional divisions with a view to

176、improving the quality of information,and thus,bring it closer to worlds best practices,and also to the calculation of new performance indicators.Corporate Governance Corporate Bodies and Committees 25 Financial Control Responsible for providing financial information to support decision-making by the

177、 Companys corporate Bodies.It encompasses the areas of consolidation,accounting,financial planning and control of the Group.The Consolidation and Accounting area prepares consolidated financial information in order to comply with legal obligations and supports the Board of Directors by implementing

178、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 Articles of Associations.It also supervises the financial reporting of the different Group companies t

179、o ensure that it conforms with the accounting standards adopted by Jernimo Martins,supporting the Companies in the accounting assessment of all non-recurrent transactions,as well as the Groups restructuring and expansion operations.The area of Planning and Control coordinates and supports the proces

180、s for creating the Jernimo Martins Strategic Plans,which are used as a basis for strategic decision-making by the Corporate Governance bodies.In addition,it has a control function,monitoring the performance of the different business units of the Group and investigating any deviations from the plans.

181、It thus provides the Managing Committee of Jernimo Martins with relevant information and proposals to guarantee corrective measures that allow the defined strategic objectives to be achieved.It also makes a financial assessment of all investment projects that are relevant for the Group,providing sup

182、port to the Managing Committee for its approval and subsequent follow-up.Throughout 2013,the mechanisms for controlling and monitoring political,macro-economic and competitor information were reinforced in the countries where Jernimo Martins is present,thereby making a decisive contribution towards

183、improving the performance assessment of each of the Groups business areas,as well as in anticipating any potential gaps against the set objectives.Careful attention was given to supporting new businesses,especially the start-up of operations in Colombia,namely supporting the reporting and budgetary

184、processes implemented in this new country.International Expansion and Strategy Responsible for prospecting and evaluation of opportunities for developing the Jernimo Martins Groups business portfolio and for leading strategic projects.With regard to developing the business portfolio,its responsibili

185、ty is to search for,analyse and evaluate opportunities for the Group to expand and increase its value,focusing its activity on the prospection of new markets and businesses that will boost the development of new important business units to be included in the Jernimo Martins portfolio.With regard to

186、strategic projects,it is responsible for leading or supporting strategic projects,both from the point of view of corporate projects common to the entire company,and from the point of view of strategic projects specific to Group Companies.Corporate Governance Corporate Bodies and Committees 26 During

187、 2013,it led and supported various strategic projects in all the Groups countries and continued to develop international prospects in new markets and businesses.Fiscal Affairs Provides all of the Groups Companies with assistance in tax matters,by ensuring compliance with legislation in force and the

188、 optimisation of the business units management activities from a tax perspective.The Division also manages the Groups tax disputes and its relations with external consultants and Tax Authorities.During 2013,the Department of Fiscal Affairs carried out the following activities:assisted in the Groups

189、internationalisation and restructuring processes;ii.carried out special work on Transfer Prices in order to make the policies of the various Group Companies uniform;iii.followed-up the preparation of various applications for tax benefits,within the scope of the Corporate R&D Tax Incentive Programme(

190、SIFIDE);iv.drew up various procedural documents in order to defend the Groups best interests before the Tax Authorities;and v.developed an internal training programme on fiscal matters.Risk Management Responsible for implementing the Groups risk management policies and procedures,as well as for prov

191、iding the necessary support to the Governance bodies in identifying any risks that might compromise the strategy defined by the Group,as well as its business objectives.The activities carried out in the area of Risk Management are described in Sub-section III of Section C of this Report.Financial Op

192、erations This Division includes two distinct areas:Financial Risk Management and Treasury Management.The activity of the first area is discussed in detail later in Subsection III of Section C of this Report.Treasury Management is responsible for managing relations with the financial institutions tha

193、t have or intend to have business dealings with Jernimo Martins,establishing the criteria that these entities must fulfil.It also performs treasury planning with the aim of selecting the most suitable financial sources according to individual need,for all the Companies of the Group.The Treasury is r

194、esponsible for conducting business with financial institutions 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 all other Companies of the

195、Group.It is also this areas responsibility to elaborate and ensure compliance with the treasury budget that is based on the activity plans of the Groups Companies.In compliance with the above-described activities,during 2013,commercial paper programmes and the JMR/2012 loan were restructured.New deb

196、t was also issued,to finance the investments in Poland and in Colombia.Quality Control and Own Brand Development Responsible for defining,planning,implementing and controlling the policies,procedures,methodologies and rules throughout the entire food chain,in order to ensure the use of the best and

197、most up-to-date practices in this area.This responsibility is extended to the various countries where Jernimo Martins operates and where there must be harmonisation and consistency of the methods and procedures used,thereby ensuring the same overall activity across the Group.Corporate Governance Cor

198、porate Bodies and Committees 27 In 2013 the main activities carried out focused on:i.implementing the Guidelines on Private Brand-Food as well as the Guidelines on Quality and Food Safety-documents applicable across the three countries and which comprise the basic rules to be adopted for our brands

199、and the best practices to be observed in our supply chain,respectively;ii.continuing with the improvement process for our brands by reformulating existing products;iii.using the IT tool,QMS Projects,in Portugal to support the development of new products in the three countries;iv.increasing the contr

200、ol of products and suppliers in Poland and in Colombia;v.adapting and strengthening the Quality teams in the three countries;vi.maintaining the Quality and Food Safety certifications.Human Resources Founded on the Culture,Values and Principles of Jernimo Martins,this area is responsible for defining

201、 and implementing the global strategy and policies of Human Resources.This Division,which acts across the Group as a whole,is responsible for ensuring compliance with the policies,standards,procedures and good practices as regards the main pillars of Human Resource Management-Recruitment,Training,De

202、velopment,Compensation and Benefits-while respecting the individual nature of the different Companies and the uniqueness of the different geographical areas in which Jernimo Martins operates.The activities that this Functional Division carried out can be found in detail in Section 8-Being a Benchmar

203、k Employer,of Chapter V-Corporate Responsibility in Value Creation,of the Annual Report of which this Corporate Governance Report is a part.Investor Relations This Division is responsible for the communication with investors shareholders or not,institutional and private,national and foreign-as well

204、as with the analysts who formulate opinions and recommendations regarding that company.It is also the responsibility of this Divsion to co-ordinate all matters related to the CMVM.The activities carried out by this Functional Division can be found in detail in Subsection IV of Section C hereinafter.

205、Security This area defines and controls procedures in terms of protecting the security of the Groups people and assets,intervening whenever there are thefts and robberies,fraud and other illegal and/or violent activities perpetrated in the facilities or against employees of the Group.Information Sec

206、urity This division is responsible for implementing and maintaining an information security management system which ensures the confidentiality,integrity and availability of information that is critical for the business and assures system recovery in the event of any disruption to the operations of

207、Jernimo Martins.The core objective of this Division is to protect the Groups information from a wide range of threats in order to guarantee business continuity,minimising the risk and maximising the automation of security processes.Through the Information Security Officers(ISO)in each country,it ens

208、ures compliance with the Information Security Policy,in which the rules for applying,using and maintaining Jernimo Martins information assets are defined.In 2013,the project that began in 2012 to make the information security software uniform in Portugal and Poland was concluded.Part of the effort t

209、o standardise security policies and processes,using the Information Security Best Practices-ISO Corporate Governance Corporate Bodies and Committees 28 27701 and 27002 as a reference the security processes and solutions between Portugal and Poland were aligned and converged into an information secur

210、ity model common to all the countries.Equally relevant was the risk assessment on segregating functions with regard to systems access profiles,which was carried out in Poland.Information Technology Its mission is to harmonise the information systems of the Group and define common policies,procedures

211、 and processes for managing IT,as well as outlining a strategic IT plan aligned with the strategy of Jernimo Martins.It is also responbible for promoting inovation,based on tehcnology,within the Groups businesses.It is responsible in particular for providing and supporting information and communicat

212、ion technology services that create the conditions for the business to achieve its goals and objectives,as well as for implementing andproviding support to the solutions that are necessary for the processes of the organisation,all the way from the architecture up to the applications.Of the work carr

213、ied out in 2013,the following should be highlighted:i.development of replicable and flexible solutions,which support the new Hebe and Ara business models;ii.support to Biedronkas expansion process;iii.adaptation of Pingo Doces systems in order to support the strategic change based on a strong promot

214、ional aspect and on the loyalty card;iv.introduction of new systems in the Food Service business.In addition,major progress towards convergence was achieved,by aligning various applications and infrastructure components.1.6.2.2 Operational Areas The organisational structure of Jernimo Martins is aim

215、ed mainly at ensuring specialisation in the Groups various businesses by creating Geographical Areas and Operational Areas,thus guaranteeing the required proximity to the different markets.The Food Distribution business is divided into Geographical Areas-Portugal,Poland and Colombia-and then further

216、 divided within those countries into Operational Areas.In Portugal there are two Operational Areas:Pingo Doce(Supermarkets and Hypermarkets)and Recheio(Cash&Carry),which encompasses the Foodservice division through Caterplus.In Poland there are also two Operational Areas:Biedronka(food stores)and He

217、be(drugstores)that includes Apteka Na Zdrowie(pharmacies).In Colombia one area:Ara(food stores).In the Manufacturing segment,Jernimo Martins operates in partnership with Unilever,through the company Unilever Jernimo Martins,Lda.,which conducts the businesses of the Food,Personal Care and Home Care p

218、roducts and Ice Creams,and through the company Gallo Worldwide,Lda.,which produces and sells olive oil and cooking oils.Within the Groups portfolio there is also a business segment devoted to Marketing Services,Representations and Restaurant Services,which includes:i.Jernimo Martins Distribuio de Pr

219、odutos de Consumo,which represents in Portugal major international brands of food products and premium cosmetic brands;ii.Hussel,a retail chain specialised in chocolates and confectionary;and iii.Jernimo Martins Restaurao e Servios,which owns the chain of Jeronymo coffee shops,Ol ice cream stores,an

220、d the Jeronymo Food with Friends restaurant.Corporate Governance Corporate Bodies and Committees 29 Information about the organisation model is provided in Chapter 1 Management Structure,of the Annual Report of which the present Corporate Governance Report is part.2.Functioning 2.1.Board of Director

221、s Regulation and Number of Meetings Held The Board of Directors,whose duties are described in Article Thirteen of the Companys Articles of Association,meets at least four times a year,and any of its members may be represented at the Board meetings by another member,by means of a letter addressed to

222、the Chairman.Unless otherwise provided for,decisions will be 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 Chairman has the casting vote.The Regulation of the Board of Directors is available on the Companys website,through th

223、e link mentioned below in Section C,Subsection V,point 1 Relevant Addresses.During 2013,the Board of Directors met six times.The respective minutes were prepared for all meetings.The attendance of each Director to the referred meetings during the exercise of respective duties was as follows:Alexandr

224、e Soares dos Santos(ceased duties on 18.12.2013)100%Pedro Soares dos Santos 100%Alan Johnson 100%Andrzej Szlezak(started duties on 10.04.2013)100%Antnio Viana-Baptista 100%Antnio Borges(ceased duties on 25.08.2013)75%Artur Santos Silva(ceased duties on 10.04.2013)100%Francisco Seixas da Costa(starte

225、d duties on 10.04.2013)100%Hans Eggerstedt 100%Jos Soares dos Santos 100%Lus Palha da Silva(ceased duties on 10.04.2013)100%Marcel Corstjens(ceased duties on 10.04.2013)100%Nicolaas Pronk 100%Srgio Rebelo(started duties on 10.04.2013)100%Corporate Governance Corporate Bodies and Committees 30 2.2.Pe

226、rformance Appraisal of Executive Directors As in previous years,it was the responsibility of the Chairman of the Board of Directors,which ceased his functions in the end of 2013,Alexandre Soares dos Santos,and of the other Non-Executive Members of that Board to evaluate the performance of the Execut

227、ive Directors and of the various existing committees.They meet at least once per year in ad-hoc meetings specifically devoted to this matter,without the presence of the Executive Directors.At such meetings the performance of the Executive Directors and their influence on Jernimo Martins businesses i

228、s debated in depth,including an assessment of the impact of their activity and of the alignment with the medium and long-term interests of the Company.The same procedure is used to analyse the performance of the various committees existing within the Group.The predefined criteria for assessing Execu

229、tive Directors performance arise from that that is established in remuneration policy,described below in Section D,Subsection III,point 1 Remuneration Policy of the Board of Directors and of the Supervisory Board.2.3.Positions that the Members of the Board of Directors Hold in Other Companies Elsio

230、Alexandre Soares dos Santos Chairman of the Board of Curators of Fundao Francisco Manuel dos Santos Member of the Supervisory Board of Warta Retail&Services Investments B.V.*Member of the Supervisory Board of Beleggingsmaatschappij Tand B.V.*Director of Sindcom Sociedade de Investimento na Indstria

231、e Comrcio,SGPS,S.A.Director of Sociedade Francisco Manuel dos Santos,SGPS,S.A.Director of Sociedade Francisco Manuel dos Santos,B.V.Director of Nesfia Sociedade Imobiliria,S.A.Director of Sociedade Imobiliria da Matinha,S.A.Director of Quinta da Parreira Explorao Agrcola,S.A.Pedro Soares dos Santos

232、Director of Jernimo Martins Servios,S.A.*Director of Jeronimo Martins Polska,SA*Director of Jeronimo Martins Drogerie i Farmacja Sp.z o.o.*Director of Jeronimo Martins Colombia,SAS*Director of Imocash Imobilirio de Distribuio,S.A.*Director of Recheio Cash&Carry,S.A*Director of Recheio,SGPS,S.A.*Dire

233、ctor of Funchalgest Sociedade Gestora de Participaes 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.*Director of JMR Prestao de Servios para a Distribui

234、o,S.A.*Director of Supertur Imobiliria,Comrcio e Turismo,S.A.*Director of Imoretalho-Gesto de Imveis,S.A.*Director of Cunha&Branco Distribuio Alimentar,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.*Corporate Gov

235、ernance Corporate Bodies and Committees 31 Director of Escola de Formao Jernimo Martins Servios,S.A.*Director of Quinta da Parreira Explorao Agrcola,S.A.Manager of Jernimo Martins Distribuio de Produtos de Consumo,Lda.*Manager of Desimo Desenvolvimento e Gesto Imobiliria,Lda.*Manager of Friedman Soc

236、iedade de Investimentos Mobilirios e Imobilirios,Lda.*Manager of Servicompra,SGPS,Lda.*Jos Soares dos Santos Director of Jernimo Martins Servios,S.A.*Director of Fima Produtos Alimentares,S.A.*Director of Victor Guedes Indstria e Comrcio,S.A.*Director of Ol Produo de Gelados e Outros Produtos Alimen

237、tares,S.A.*Director of Jernimo Martins Restaurao e Servios,S.A.*Director of Nesfia Sociedade Imobiliria,S.A.Director of Sociedade Imobiliria da Matinha,S.A.Director of Sociedade Francisco Manuel dos Santos,SGPS,S.A.Director of Sociedade Francisco Manuel dos Santos,B.V.Director of SFMS Imobiliria,S.A

238、.Director of Fundao Francisco Manuel dos Santos Member of the Supervisory Board of Warta Retail&Services Investments B.V.*Member of the Supervisory Board of Beleggingsmaatschappij Tand B.V.*Manager of Unilever Jernimo Martins,Lda.*Manager of Gallo Worldwide,Lda.*Manager of Jernimo Martins Distribuio

239、 de Produtos de Consumo,Lda.*Manager of Transportadora Central do Infante,Lda.Alan Johnson Director of Jernimo Martins Servios,S.A.*Director of JMR Gesto de Empresas de Retalho,SGPS,S.A.*Hans Eggerstedt Member of the Board of Directors of Arica BV Member of the Advisory Board theAmsterdam Institute

240、of Finance(The Netherlands)Member of the Supervisory Board da Warta Retail&Services Investments B.V.*Member of the Supervisory Board da Beleggingsmaatschappij Tand B.V.*Andrzej Szlezak Chairman of the Supervisory Board of Agora,S.A.Antnio Viana-Baptista CEO of Crdit Suisse AG for Spain and Portugal

241、Chairman of the Board of Directors of Largo Ltd Member of the Board of Directors of Semapa,SGPS,S.A.Member of the Board of Directors of Arica BV Member of the Board of Directors of Jasper Wireless Inc.Corporate Governance Corporate Bodies and Committees 32 Antnio Borges Manager of ABDL,Lda.Manager o

242、f Sociedade Agrcola do Monte Barro,Lda.Manager of Sobreira Borges,Lda.Francisco Seixas da Costa Member of the Consultive Board of Faculdade de Economia da Universidade Coimbra Member of the Consultive Board of Faculdade de Cincias Sociais e Humanas da Universidade de Nova de Lisboa Member of the Con

243、sultive Board Fundao Calouste Gulbenkian Member of the Strategic Committee of Mota-Engil,S.A.Member of the Supervisory Board da Warta Retail&Services Investments B.V.*Member of the Supervisory Board da Beleggingsmaatschappij Tand B.V.*Nicolaas Pronk Member of the Board of Directors of Antillian Hold

244、ing Company N.V.Member of the Board of Directors of Aquamondo Insurance N.V.Member of the Board of Directors of Asteck S.A.Member of the Board of Directors of Celloteck Finance Luxembourg S.r.l.Member of the Board of Directors of Celloteck Holding(Luxembourg)S.A.Member of the Board of Directors of E

245、pcote S.A.Member of the Board of Directors of Heavy Transport Group,Inc.Member of the Board of Directors of Heavy Transport Holding Denmark ApS Member of the Board of Directors of Heerema Engineering&Project Services,Inc.Member of the Board of Directors of Heerema Engineering and Project Services(Lu

246、xembourg)S.r.l.Member of the Board of Directors of Heerema Engineering Holding(Luxembourg)S.A.Member of the Board of Directors of Heerema Fabrication Finance(Luxembourg)S.A.Member of the Board of Directors of Heerema Fabrication Holding S.E.Member of the Board of Directors of Heerema Group Services

247、S.A.Member of the Board of Directors of Heerema Holding Services(Antilles)N.V.Member of the Board of Directors of Heerema International Group Services Holding S.A.Member of the Board of Directors of Heerema International Group Services S.A.Member of the Board of Directors of Heerema Marine Contracto

248、rs Finance(Luxembourg)S.A.Member of the Board of Directors of Heerema Marine Contractors Holding,S.E.Member of the Board of Directors of Heerema Transport Finance(Luxembourg)S.r.l.Member of the Board of Directors of Heerema Transport Finance II(Luxembourg)S.A.Member of the Supervisory Board da Spyke

249、r N.V.Srgio Tavares Rebelo Member of the Advisory Council to the Global Markets Institute at Goldman Sachs The positions held by the members of the Board in other companies did not affect their availability to take part in the Companys affairs,as demonstrated in the attendance report above mentioned

250、 in point 2.1 Board of Directors Regulation and Number of Meetings Held in the present Subsection.*Companies that are part of the Group Corporate Governance Corporate Bodies and Committees 33 3.Committees within the Board of Directors and Chief Executive Officer 3.1.Committees within the Board of Di

251、rectors Up to 10th April,2013,the date of the election of the new Board of Directors for the 2013-2015 term,there were two Committees within the Board of Directors:the Committee on Corporate Responsibility and the Evaluation and Nominations Committee.Each of these committees was made up exclusively

252、of Board members and their responsibilities were those mentioned in point 3.3.Powers of the Committees above in this Sub-section II.The regulations of the above-mentioned committees could be viewed on the Companys website during the period in which the committees were operating and the information w

253、as up-to-date.3.2.Chief Executive Officer The Board of Directors appointed a Chief Executive Officer,responsible for implementing the strategic decisions taken by the Board,in accordance with the delegated powers,and a Managing Committee,responsible for assisting the Chief Executive Officer in the d

254、uties delegated to that officer by the Board of Directors.The role of Chief Executive Officer is performed by Mr.Pedro Soares dos Santos who,during 2013,had the following delegated powers:a.To manage all corporate businesses and perform all operations relating to its corporate objectives,included in

255、 the scope of its current role,as the holding company;b.To represent the Company,in court or otherwise,as well as propose and answer to any lawsuit,compromise in or withdraw from any such lawsuits or engage in arbitration,for which purpose it may designate one or several proxies;c.To decide on loans

256、 to be contracted from the financial market at home or abroad,accepting the supervision of the lending entities up to the amount of 50,000,000 euros;d.To decide on the provision of technical and financial support,and the granting of loans by the Company to companies whose stakes or shares are held i

257、n total or in part;e.To decide on the sale/transfer of property,as well as shares,units,quotas and bonds of the Companys subsidiaries;f.To decide on the acquisition of any movable or immovable assets and in general on the execution of any investments up to 20 million euros,if they are included in th

258、e plans;g.To appoint,following consultation with the Chairman of the Board,the individuals to propose to the General Meetings from the companies referred to in sub-paragraph d)above,to fill the roles of the respective corporate bodies,indicating those who will fulfil executive functions;h.To propose

259、,every year,to the Board of Directors,the financial targets to be achieved in the following financial year by the Company itself and by the Group Corporate Governance Corporate Bodies and Committees 34 companies,consulting,for the purpose,the Chairman of the Board of Directors;i.To approve the Human

260、 Resources policies to be followed by the Group;j.To approve the expansion plans with respect to the activities of each of the business areas,as well as group companies forming part of the group but not included in the business areas;k.To approve any investment set out in the approved Plan,with acqu

261、isitions of fixed assets up to 20 million euros;l.To approve any divestments set out in the approved Plan,with sales of fixed assets up to 10 million euros;m.To approve an organic structure for the Groups companies.For the purpose of the delegation of powers,investments whose amount exceeds by more

262、than 10%each heading contained in the Plan,are considered not to be part of the Annual Plan.In 2013,the Board of Directors has also reappointed the Managing Committee,as the consultative body which has the primary goal of assisting the Chief Executive Officer in the duties delegated by the Board,in

263、relation to the daily management of the businesses within the corporate purpose of the Company.3.3.Powers of the Committees 3.3.1.Committee on Corporate Responsibility By decision of the Board of Directors,the Committee on Corporate Responsibility was reformulated on 10th April 2013,to no longer com

264、prise a specialised committee within the Board of Directors,but to accept members who are not Directors.The current Committee on Corporate Governance and Corporate Responsibility essentially maintains the duties of the former,as mentioned above in point 4.2.Committee on Corporate Governance and Corp

265、orate Responsibility of this sub-section II.This committee was comprised of three members of the Board of Directors:Lus Palha da Silva(Chairman),Jos Soares dos Santos and Antnio Viana-Baptista,the latter being independent.Due to being reformulated in April 2013,this Committee did not hold any meetin

266、gs.3.3.2.Evaluation and Nominations Committee The Evaluation and Nominations Committee(ENC)was composed of the then Chairman of the Board of Directors,E.Alexandre Soares dos Santos,who was also Chairman of the Committee,and three members of the Board of Directors-Lus Palha da Silva,Jos Soares dos Sa

267、ntos and Artur Santos Silva,the latter being independent.The mission of the ENC,as a support body of the Board of Directors,was to collaborate with the latter,by assessing and submitting to it proposals for strategic guidance in the area of policies of evaluation and nominations,as well as to monito

268、r and supervise matters relating to:i.the assessment of the performance of the members of the statutory bodies of the subsidiary companies of Jernimo Martins,SGPS,S.A.that are sub-holdings of it or that have a sales figure of more than 100 million euros(Relevant Subsidiary Companies);ii.the nominati

269、on and succession of members of the statutory bodies of the said subsidiary companies;and iii.the policies Corporate Governance Corporate Bodies and Committees 35 of management development,including systems of assessment,career planning and salaries of the top level management of the Group,as well a

270、s the follow up of the processes for identifying potential and the validity of candidates for senior positions.In view of its extinction in April 2013,the ENC did not hold any meetings.4.Other Committees of the Company 4.1.Managing Committee The Managing Committee of the Company,which has the same t

271、erm of office as that of the Board of Directors that appointed it,is composed of the Chief Executive Officer,Pedro Soares dos Santos,who is the chair,Alan Johnson(the Groups Chief Financial Officer),Pedro Pereira da Silva,Marta Lopes Maia,Nuno Abrantes,Sara Miranda and Carlos Martins Ferreira.In acc

272、ordance with its regulations,the Managing Committee is responsible for advising the CEO,within the respective delegation of powers,in carrying out the following functions:Control over the implementation by the Companies in the Group of the strategic guidelines and policies defined by the Board of Di

273、rectors;Financial and accounting control of the Group and of the companies that are a part thereof;Senior coordination of the operational activities of the different Companies in the Group,whether integrated or not in business areas;Launching of new business and monitoring them until they are implem

274、ented and integrated in the respective business areas;Implementation of the management policy of human resources defined for the top-level management of the entire Group.In 2013,the Managing Committee met 14 times,drawing up minutes of the meetings,which were sent to the Chairman of the Board of Dir

275、ectors and to the Company Secretary.4.2.Committee on Corporate Governance and Corporate Responsibility CCGCR derives from the reformulation of previous Committee on Corporate Responsibility above mentioned in point 3.3.1.Committee on Corporate Responsibility of current subsection II.CCGCR is made up

276、 of a minimum of 3 and a maximum of 9 members,who are not required to be directors,appointed by the Board of Directors.One of the members will be the Chairman.Until 18 December 2013 this Committee was comprised of Alexandre Soares dos Santos(Chairman),Andrzej Szlezak,Francisco S Carneiro,Francisco S

277、eixas da Costa,Henrique Soares dos Santos,J.J.Gomes Canotilho and Jos Soares dos Santos.As Alexandre Soares dos Santos resigned to his position as Chairman of the Board of Directors on 18 December 2013,the Board of Directors decided to appoint the current Chairman of the Board of Directors,Pedro Soa

278、res dos Santos,as Chairman of CCGCR while maintaining the other members of the Committee.In carrying out its mission,the CCGCR collaborates with the Board of Directors,assessing and submitting to it proposals for strategic orientation in the area of Corporate Governance Corporate Bodies and Committe

279、es 36 Corporate Responsibility,as well as monitoring and supervising on a permanent basis matters concerning:i.corporate governance,social responsibility,the environment and ethics;ii.the business sustainability of the Group;iii.internal codes of ethics and of conduct;and iv.systems of assessment an

280、d resolution of conflicts of interest,especially regarding relations between the Company and its shareholders or other stakeholders.4.3.Ethics Committee The Ethics Committee of Jernimo Martins is composed of three to five members appointed by the Board of Directors,based on a proposal from the Commi

281、ttee on Corporate Governance and Corporate Responsibility.The mission of the Ethics Committee is to provide independent supervision of the disclosure of and compliance with the Groups Code of Conduct in all the Companies of the Group.The duties of the Ethics Committee include:i.establishing the chan

282、nels of communication with the addressees of the Jernimo Martins Group Code of Conduct and with gathering such information as may be addressed to it in this connection;ii.ensuring the existence of an adequate system of internal control of compliance with the Jernimo Martins Group Code of Conduct and

283、 with the appraisal of the recommendations stemming from such control;iii.appraising such issues as may be submitted to it by the Board of Directors,by the Audit Committee or by the CCGCR within the scope of compliance with Code of Conduct and with analysing in abstract those that may be raised by a

284、ny employee,customer or business partner(stakeholders);iv.proposing to the CCGCR the adoption of such measures as it may deem fit in this connection,including a review of internal procedures and alterations to the Jernimo Martins Group Code of Conduct;and,v.drawing up an annual report on its activit

285、ies to be presented to the Committee on Corporate Governance and Corporate Responsibility.The Ethics Committee reports functionally to the CCGCR,which has responsibilities in the fields of corporate governance,social responsibility,environment and ethics,including those related to the internal codes

286、 of ethics and of conduct.4.4.Internal Control Committee The Internal control Committee(ICC),appointed by the Board of Directors and reporting to the Audit Committee,is specifically responsible for evaluating the quality and reliability of the internal control system and the process of preparing fin

287、ancial statements,as well as evaluating the quality of the monitoring process in force in Jernimo Martins Companies,with a view to ensuring compliance with the laws and regulations to which they are subject.In performing this latter task,the ICC must obtain regular information on the legal and fisca

288、l contingencies that affect the Companies of the Group.The ICC meets monthly and is composed of a Chairman(David Duarte)and three members(Jos Gomes Miguel,Madalena Mena and Henrique Santos).None of the members is an Executive Director of the Company.In 2013,the ICC continued its activities of superv

289、ision and evaluation of risks and critical processes,analysing the reports prepared by the Internal Audit Department.As a representative of the External Audit team is invited to attend these meetings,the Committee is also informed of the conclusions of the external audit work that takes place during

290、 the year.Corporate Governance Corporate Bodies and Committees 37 Subsection III Supervision 1.Composition 1.1.Audit Committee According to the Articles of Associations,the Audit Committee is comprised of three members of the Board of Directors,elected by the General Shareholders Meeting to terms of

291、 three years.Currently,the Audit Committee has no substitute members.At the Annual General Shareholders Meeting held on 10 April 2013 the following members of the Audit Committee were appointed:Hans Eggerstedt Chairman of the Audit Committee Non-Executive Director First appointment on 29 June 2001 E

292、xpiry of the term of office on 31 December 2015 Srgio Tavares Rebelo Independent Non-Executive Director First appointment on 10 April 2013 Expiry of the term of office on 31 December 2015 Antnio Pedro de Carvalho Viana-Baptista Independent Non-Executive Director First appointment on 9 April 2010 Exp

293、iry of the term of office on 31 December 2015 Each member of the Audit Committee complies with the rules of incompatibility laid down in paragraph 1 of article 414-A of the Commercial Companies Code,except that provided for in sub-paragraph b).Except for its Chairman,the other two members further co

294、mply with the independence criteria foreseen in article 414,number 5 of the Commercial Companies Code.With respect to the changes on the composition of the Audit Committee during the year,it should be stressed that 2013 was a year of election of the corporate bodies for the term 2013-2015.Hence,unti

295、l 10 April 2013 the following members of the supervising body were kept in functions:Hans Eggerstedt(Chairman),Antnio Viana-Baptista and Artur Santos Silva.The Chairman of the Audit Committee,Hans Eggerstedt,is internationally recognised as one of the best managers of his generation,having worked,ov

296、er the course of his long career,in positions of great responsibility in various countries.His solid academic training and professional experience in areas of management and control ensure he has the special skills to chair the Companys supervisory body.The vast experience of the members of the Comm

297、ittee in corporate bodies positions,as well as their special technical merit in this particular matter,have created particular added value for the Company.Corporate Governance Corporate Bodies and Committees 38 1.2.Professional Qualifications of the Members of the Audit Committee The professional qu

298、alifications of the Members of the Audit Committee are those described above on point 1.4.Professional Qualifications of the Members of the Board of Directors,Subsection II of the current Section B.2.Functioning 2.1.Audit Committee Regulation and Number of Meetings Held The Audit Committe meets,at l

299、east,once every three months and is responsible for supervising Company management,carrying out the duties attributed by law and by Article Twenty of the Articles of Association.The Regulation of the Audit Committee is available on the Companys website,through the link mentioned below in Subsection

300、C of Section V of the present Report on Corporate Governance.During 2013,the Audit Committee met five times.The respective minutes were prepared for all meetings.The attendance of each Director at the meetings during the exercise of the respective duties was as follows:Hans Eggerstedt 100%Antnio Via

301、na-Baptista 100%Artur Santos Silva(ceased duties at 10.04.2013)100%Srgio Rebelo(started duties at 10.04.2013)67%2.2.Positions that the Members of the Audit Committee Hold in Other Companies The positions held by the members of the Audit Committee in other companies are described above in point 2.3.P

302、ositons that the Members of the Board of Directors Hold in Other Companies of subsection II of current Section.3.Powers and Duties 3.1.Powers and Other Duties of the Audit Committee In addition to the responsibilities conferred by law,the Audit Committee,in performing its activities,is responsible i

303、n particular for the following:Monitoring the preparation and disclosure of financial information;Monitoring the effectiveness of internal control systems,internal auditing and risk management.For this purpose,they may work with the ICC,which shall report to them regularly on their work,pointing out

304、 situations that should be analysed by the Audit Committee;Evaluating the external audit on a regular basis Corporate Governance Corporate Bodies and Committees 39 Approving activity plans in the area of risk management and following up on their execution,proceeding with the assessment of the recomm

305、endations resulting from the audit actions and the revisions of the procedures undertaken;Looking after the existence of an adequate internal risk management system for the companies of which the Jernimo Martins is holder of shares or quotas,ensuring full compliance with its objectives;Approving the

306、 activity programmes of internal audit,which respective Department functionally reports to it,as well as of the external audit;Selecting,as proposed by the Managing Committee,the service provider for the external audit;Monitoring the legal accounts audit services;Assessing and monitoring the indepen

307、dence of the statutory auditor,especially when he performs additional services for the Company;Issuing prior opinion on transations of significant importance between the Company and its shareholders with qualifying holdings or entities with them related under the terms of article 20.,no.1 of the Sec

308、urities Code,establisinhg the procedures and criteria necessary to define the level of significant importance.The Audit Committee,for the adequate performance of its duties,requests and appraises all the management information deemed necessary.In addition it has unrestricted access to the documentat

309、ion produced by the auditors of the Company,having the possibility to request any information from them it deems necessary and being the first recipient of the final reports prepared by the external auditors.During the previous year,the Audit Committee paid particular attention to the financial risk

310、 management and to the analysis of the reports and corrective measures proposed by Internal Audit.In relation to performing these functions,it should be noted that,in accordance with the respective Regulation,the external auditor was chosen by the Audit Committee,which decided to reappoint them for

311、the fiscal year 2013.It should also be noted,as regards the relationship with the External Auditor,that the Audit Committee,by verifying and evaluating the activities of the external auditor in each accounting year,ensures that the Company provides the Auditor with the necessary conditions to perfor

312、m its services,and that information is presented in a timely manner with quality and transparency.This Committee has also approved the remuneration proposal of the external auditor and fixed the respective parameters.With respect to the provision of non-audit services by the Auditor,in 2011 the Audi

313、t Committee established the rules concerning the provision of consultancy services by the external auditor.These rules determine:i.the possibility of contracting those services,if the auditors independence is assured;and ii.the obligation to obtain prior approval of the Committee,from the moment the

314、 global amount of fees related to these type of services in that year surpasses 10%of the global amount of fees concerning audit services.The Audit Committee considered that the provision of non-audit services up to the said amount of 10%is not capable of compromising auditors independence.Furthermo

315、re,the Committee considered this solution as the most appropriate to the Groups geographical multi-location and to the specific needs of its subsidiaries set up in other jurisdictions.Corporate Governance Corporate Bodies and Committees 40 Lastly,it should also be noted that,taking into account the

316、Audit Committees role of evaluating and supervising the Statutory Auditor and External Auditor,when it carries out its annual assessment on the independence of these entities,as well as on the possibility of maintaining or the need to change the external audit service provider,the Audit Committee is

317、 compelled to check if there are reasons requiring the justified dismissal of either of these entities.Should they believe that there is just cause for this purpose,it is the Audit Committees responsibility,in the case of the Statutory Auditor,to propose such dismissal to the General Shareholders Me

318、eting,within the terms provided for in article 419 of the Commercial Companies Code and,consequently,as the role of the External Auditor is carried out by the same entity,to propose the termination of the respective auditing service contract to the Companys Board of Directors.Subsection IV Statutory

319、 Auditor 1.Statutory Auditor The Companys Statutory Auditor is PricewaterhouseCoopers&Associados,Sociedade de Revisores Oficiais de Contas,Lda.,represented by Abdul Nasser Abdul Sattar until January 9th,2014 and,as from that date,represented by Jos Pereira Alves,ROC no.711 or by Antnio Joaquim Broch

320、ado Correia,ROC no.1076.The above-mentioned company has been the Companys Statutory Auditor for 25 years.The current Statutory Auditor was nominated for the first time during 2005,although for calculating the said number of years,the period in which other statutory auditors,members of the Pricewater

321、houseCoopers&Associados,SROC,Lwork carried out that role at Jernimo Martins was taken into account.The Statutory Auditor also carries out the role of the Companys External Auditor,as mentioned in sub-section B.V below.2.Other Services that the Statutory Auditor Provides to the Company Taking into co

322、nsideration the fact that the Statutory Auditor is also the Companys External Auditor the information regarding other services provided by the Statutory Auditor can be found in Sub-section V External Auditor below.Corporate Governance Corporate Bodies and Committees 41 Subsection V External Auditor

323、1.External Auditor The Statutory Auditor is PricewaterhouseCoopers&Associados,Sociedade de Revisores Oficiais de Contas,Lda.,ROC(Chartered Accountant)No.183,registered at the CMVM(Portuguese Securities Market Commission)under no.9077,represented by Abdul Nasser Abdul Sattar,ROC no.958 until January

324、9th,2014 and,as from that date,represented by Jos Pereira Alves,ROC no.711 or by Antnio Joaquim Brochado Correia,ROC no.1076.PricewaterhouseCoopers&Associados,SROC,Lda.has been carrying out the role of External Auditor to the Company for 25 years.The partner that represented the External Auditor dur

325、ing 2013 had been carrying out that role for the Company since 2010.During 2013,the External Auditor monitored the efficiency and functioning of the internal control mechanisms,taking part in the meetings of the Internal Control Committee,reporting any deficiencies identified in the exercise of its

326、activity,as well as making the necessary recommendations regarding the procedures and mechanisms that were analysed.The External Auditor was able to verify the implementation of the remuneration policies and systems by reviewing the minutes of the Remuneration Committees meetings,the remuneration po

327、licy in force and other accounting and financial information that is essential to that purpose.2.External Auditor Rotation Policy and Schedule With regard to the rotation of the External Auditor,the Company has not set any external auditor rotation policy based on a pre-defined number of years,takin

328、g into account the fact that disadvantages have been identified in carrying out the auditing role when approaching the end of the pre-defined period.Alternatively,bearing in mind that the Audit Committee is the body responsible for determining the conditions for maintaining,rotating or replacing the

329、 External Auditor,this body performs an annual assessment of the External Auditor,checking the independence necessary for it to remain in office and carries out an analysis of the cost/benefit of changing the External Auditor,advising on the respective maintenance or otherwise.With regard to this,it

330、 should also be mentioned that the Audit Committee discussed and considered the costs and advantages of maintaining the External Auditor,as well as the independence shown in that role,having decided to give a favourable opinion for its maintenance.3.Non-Audit Services carried out by the External Aud

331、itor From the non-audit services requested by Groups Companies to the External Auditor and other entities belonging to the same network,totalling 87,158 euros,reference is Corporate Governance Corporate Bodies and Committees 42 made to those concerning access to a tax database and assistance in impr

332、oving Corporate Responsibility reporting,with the implementation of indicators from the Global Reporting Initiative.All these services were necessary for the regular activity of the Companies of the Group and,after due analysis of the situation,the External Auditor and/or the entities belonging to i

333、ts network were considered as those which could best perform the said services.Besides being carried out by employees who do not participate in any auditing work for the Group,these services are marginal to the work of the auditors and do not affect,either by their nature or by their amount,the independence of the External Auditor during the performance of its role.In this respect it should also b