Jerónimo Martins2014年CSR报告.pdf

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1、ReportCORPORATE2014GovernanceJERNIMO MARTINS Corporate Governance Index PART I INFORMATION ON SHAREHOLDER STRUCTURE,ORGANISATION AND CORPORATE GOVERNANCE Section A SHAREHOLDER STRUCTURE 6 Subsection I Capital Structure 6 1.Capital Structure 2.Restrictions on the Transfer of Shares 3.Own Shares 6 6 6

2、 4.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 After a Takeover Bid 7 5.Defensive Measures 7 6.Shareholders Agreements known to the Company 7 Subsection II Shareholdings and Bonds Held 8 7.Shareholders w

3、ith Qualifying Holdings 8 8.Number of Shares and Bonds Held by Members of the Management and Supervisory Boards 9 9.Special Powers of the Board of Directors,especially in Relation to Deliberations on Capital Increases 9 10.Significant Business Relationships Between the Holders of Qualifying Holdings

4、 and the Company 9 Section B CORPORATE BODIES AND COMMITTEES 10 Subsection I General Meeting 10 A.Composition of the Presiding Board of the General Meeting 10 11.Details and Position of the Members of the Presiding Board of the General Meeting and Respective Term B.Exercising the Right to Vote 10 10

5、 12.Any Restrictions on the Right to Vote 10 13.Maximum Percentage of Voting Rights That May Be Exercised By a Single Shareholder or By Shareholders That Are In Any Relationship As Set Out In No.1 of Article 20 of the Portuguese Securities Code 12 14.Shareholders Resolutions That,Imposed By The Arti

6、cles Of Association,May Only Be Taken With a Qualified Majority,In Addition To Those Legally Provided 12 Subsection II Management and Supervision 13 A.Composition 13 15.Adopted Corporate Governance Model 13 16.Articles of Association Rules on the Procedural Requirements Governing the Appointment and

7、 Replacement of Members of the Board of Directors and of the Supervisory Board 13 17.Composition of the Board of Directors 13 18.Distinction Between Executive and Non-Executive Directors,And Identification of Independent Directors Among Non-Executive Directors 15 19.Professional Qualifications of th

8、e Members of the Board of Directors 15 20.Customary and Significant Relationships of the Members of the Board with Shareholders with Qualifying Holdings 18 21.Organisational Charts,Delegation of Powers and Division of Responsibilities 19 B.Functioning 28 22.Availability and Place Where Rules on the

9、Functioning of the Board of Directors May be Viewed 28 23.Number of Meetings Held and Attendance 28 24.Performance Appraisal of Executive Directors 29 25.Predefined Criteria For Assessing Executive Directors Performance 29 26.Positions that the Members of the Board of Directors Hold in Other Compani

10、es,and Respective Availability 29 Corporate Governance Index C.Committees within the Board of Directors and Chief Executive Officer 31 27.Details of the Committees Created within the Board of Directors 31 28.Details of the Chief Executive Officer 31 29.Description of the Powers of Each of The Commit

11、tees Established and Summary of Activities Undertaken 31 Subsection III Supervision 34 A.Composition 34 30.Details of the Supervisory Board 34 31.Composition of the Audit Committee 35 32.Details of the Independent Members of the Audit Committee 35 33.Professional Qualifications of the Members of the

12、 Audit Committee 35 B.Functioning 36 34.Availability and Place Where the Rules on the Functioning of the Audit Committee May be Viewed 36 35.Number of Meetings Held,and Attendance of Each Member of The Audit Committee 36 36 Positions that the Members of the Audit Committee Hold in Other Companies,an

13、d Respective Availability 36 C.Powers and Duties 36 37.Description of the Procedures and Criteria Applicable to the Audit Committee for The Purposes of Hiring Additional Services From the External Auditor 36 38.Other Duties of the Supervisory Body-Audit Committee 37 Subsection IV Statutory Auditor 3

14、7 39.Details of the Statutory Auditor and the Partner That Represents the Same 37 40.Number of Years that the Statutory Auditor Consecutively Carries Out Duties With the Company 37 41.Description of Other Services that the Statutory Auditor Provides to the Company 38 Subsection V External Auditor 38

15、 42.Details of the External Auditor and the Partner That Represents the Same in Carrying out These Duties 38 43.Number of Years that the External Auditor and Respective Partner that Represents the Same in Carrying out These Duties Consecutively Carries Out Duties With the Company 38 44.Rotation Poli

16、cy and Schedule of the External Auditor and the Respective Partner That Represents Said Auditor in Carrying Out Such Duties 39 45.Details of the Board Responsible for Assessing the External Auditor and Regular Intervals to Carry Out the Assessment 39 46.Non-Audit Services carried out by the External

17、 Auditor for the Company and/or Companies in a Control Relationship,and Indication of Internal Procedures for Approving the Recruitment of Such Services and Reasons for Said Recruitment 39 47.Details of Annual Remuneration Paid by the Company and/or Legal Entities in a Control or Group Relationship

18、to the Auditor and Other Natural or Legal Persons Pertaining to the Same Network and Percentage Breakdown Relating to the Following Services 40 Section C INTERNAL ORGANISATION 41 Subsection I Articles of Association 41 48.Rules Applicable to Amendment of the Companys Articles of Association 41 Subse

19、ction II Reporting of Irregularities 41 49.Reporting Means and Policy on the Reporting of Irregularities in the Company(Whistleblower Procedure)41 Corporate Governance Index Subsection III Internal Control and Risk Management 42 50.Individuals,Boards or Committees Responsible for the Internal Audit

20、and/or Implementation of the Internal Control Systems 42 51.Details of Hierarchical and/or Functional Dependency in Relation to Other Boards or Committees of the Company 42 52.Other Functional Areas Responsible for Risk Control 42 53.Details of the Main Risks to Which the Company is Exposed in Pursu

21、ing Its Business Activity 44 54.Description of the Procedure for Identification,Assessment,Monitoring,Control and Risk Management 47 55.Core Details on the Internal Control and Risk Management Systems Implemented in the Company Regarding the Procedure for Financial Reporting 47 Subsection IV Investo

22、r Assistance 48 56.Department Responsible for Investor Assistance 48 57.Market Liaison Officer 50 58.Extent and Deadline for Replying to Requests for Information Received Throughout the Year or Pending from Preceding Years 50 Subsection V Website 50 59.Relevant Addresses 50 60.Place Where Informatio

23、n on The Firm,Public Company Status,Headquarters,and Other Details Referred to in Article 171 of the Commercial Companies Code is Available 50 61.Place Where the Articles of Association and Regulations on the Functioning of the Boards and/or Committees are Available 50 62.Place Where Information is

24、Available on the Names of the Corporate Boards Members,the Market Liaison Officer,the Investor Assistance Office,Respective Functions and Contact Details 51 63.Place Where the Documents are Available and Relate to Financial Accounts Reporting,and the Half-Yearly Calendar on Company Events Published

25、at the Beginning of Every Six Months 51 64.Place Where the Notice Convening the General Meeting and All the Preparatory and Subsequent Information Related Thereto is Disclosed 51 65.Place Where the Historical Archive on the Resolutions Passed at the Companys General Meetings,Share Capital and Voting

26、 Results Relating to the Preceding Three Years are Available 51 SECTION D REMUNERATION 52 Subsection I Power to Establish 52 66.Details of the Powers for Establishing the Remuneration of Corporate Bodies and Directors of the Company 52 Subsection II Remuneration Committee 52 67.Composition of the Re

27、muneration Committee,Including Details of Persons Recruited to Provide Services to Said Committee,and Statement on the Independence of Each Member 52 68.Knowledge and Experience in Remuneration Policy Issues by Members of the Remuneration Committee 52 Subsection III Remuneration Structure 54 69.Desc

28、ription of the Remuneration Policy of the Board of Directors and of the Supervisory Board 54 70.Information on How Remuneration is Structured so as To Enable the Aligning of Interests of the Members of the Board of Directors With the Companys Long-Term Interests,As Well As How It Is Based on the Per

29、formance Assessment and How It Discourages Excessive Risk Taking 56 71.Existence of Variable Remuneration Component and Information on Any Impact of the Performance Appraisal on This Component 56 Corporate Governance Index 72.Deferred Payment of the Remunerations Variable Component,and Specification

30、 of Relevant Deferral Period 56 73.Criteria Whereon the Allocation of Variable Remuneration on Shares is Based and Also on Maintaining Company Shares That The Executive Directors Have Had Access To,On the Possible Share Contracts(hedging)or Risk Transfer Contracts,Corresponding Limit,and Its Relatio

31、n to the Total Annual Remuneration Value 56 74.Criteria Whereon the Allocation of Variable Remuneration on Options is Based and details of the Deferral Period 57 75.Key Factors and Grounds for Any Annual Bonus Schemes and Any Additional Non-Financial Benefits 57 76.Key Characteristics of the Supplem

32、entary Pensions Schemes For Directors and Date When Said Schemes Were approved at the General Meeting,on an Individual Basis 57 Subsection IV Remuneration Disclosure 58 77.Details on the Amount Relating to the Annual Remuneration Paid as a Whole and Individually to Members of the Companys Board of D

33、irectors 58 78.Amounts paid,For Any Reason,By Other Companies in a Control or Group Relationship,or are Subject to a Common Control 58 79.Remuneration Paid in the Form of Profit-Sharing and/or Bonus Payments and The Reasons For Said Bonuses or Profit Sharing Being Awarded 59 80.Compensation Paid or

34、Owed to Former Executive Directors Concerning Contract Termination During the Financial Year 59 81.Details of the Annual Remuneration Paid,as a Whole and Individually,to the Members of the Companys Supervisory Board 59 82.Details of the Remuneration of the Chairman of the General Meeting to the Gene

35、ral Meeting in the Year of Reference 59 Subsection V Agreements with Remuneration Implications 59 83.Envisaged Contractual Restraints for Compensation Payable for the Unfair Dismissal 59 84.Existence and Description of Agreements Between the Company and Members of the Board of Directors and Managers

36、 That Envisage Compensation in the Event of Resignation or Unfair Dismissal or Termination of Employment Following a Takeover Bid 59 Subsection VI Share Allocation and/or Stock Option Plan 60 85.Details of the Plan and the Number of Persons Included Therein 60 86.Characteristics of the Plan 60 87.St

37、ock Option Plan for the Company Employees and Staff 60 88.Control Mechanisms for a Possible Employee-Shareholder System 60 SECTION E RELATED PARTY TRANSACTIONS 61 Subsection I Control Mechanisms and Procedures 61 89.Mechanisms Implemented by the Company For the Purpose of Controlling Transactions Wi

38、th Related Parties 61 90.Details of Transactions That Were Subject To Control in the Year of Reference 61 91.Description of Procedures and Criteria Applicable to the Supervisory Body When Same Provides Preliminary Assessment of the Business to be Carried Out Between the Company and Holders of Qualif

39、ying Holdings 61 Subsection II Data on Business Deals 62 92.Details of the Place Where the Financial Statements Including Information on Business Dealings With Related Parties Are Available,in Accordance With IAS 24 62 PART II CORPORATE GOVERNANCE ASSESSMENT 63 1.Details of the Corporate Governance

40、Code Adopted 63 2.Analysis of Compliance with the Corporate Governance Code Adopted 63 2.1.Statement of Compliance 63 3.Other Information 66 Corporate Governance Shareholder Structure 6 PART I INFORMATION ON SHAREHOLDER STRUCTURE,ORGANISATION AND CORPORATE GOVERNANCE Section A SHAREHOLDER STRUCTURE

41、Subsection I Capital Structure 1.Capital Structure The Companys share capital is 629,293,220 euros.It is 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 iss

42、ued shares are ordinary,there are no other categories of shares,and all shares have been admitted to trading on the NYSE Euronext Lisbon stock exchange.The Companys shareholder structure is the following,with reference to 31 December 2014:2.Restrictions on the Transfer of Shares Jernimo Martins shar

43、es are freely transferable and there are no restrictions concerning their tradability.3.Own Shares The Company holds 859 thousand 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

44、.14%of the Companys share capital,which would correspond to equal percentage of voting rights.Corporate Governance Shareholder Structure 7 4.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 After a Takeover B

45、id There are no significant agreements to which the Company is a Party and that come into effect,are amended or terminated in case of a change in the control of the Company after a takeover bid.5.Defensive Measures No defensive measures were adopted that require payments or the assumption of costs b

46、y the Company in the event of a change of control or a change in the composition of 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,or that provide for a restriction on the number of

47、votes capable of being held or exercised by only one shareholder individually or together with other shareholders.6.Shareholders Agreements Known to the Company Pursuant to the communication regarding the qualifying holding received by the Company on 2 January,2012,the Board of Directors was informe

48、d 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 the transfer of securities or voting rights.Corporate Governance

49、Shareholder Structure 8 Subsection II Shareholdings and Bonds Held 7.Shareholders with Qualifying Holdings The holders of Qualifying Holdings,calculated in accordance with the terms of paragraph 1 of Article 20 of the Portuguese Securities Code,based on the total number of shares under the terms of

50、section b),paragraph 3 of Article 16 of the Portuguese Securities Code,as at 31st December 2014,are identified in the table below.List of Qualifying Holdings as at 31st December 2014 (Pursuant to paragraph 4 of Article 448 of the Commercial Companies Code and in sub-paragraph b)of paragraph 1 of Art

51、icle 8 of the Portuguese Securities Code Regulations no.5/2008)Shareholder No.of Shares Held%Capital No.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%Aberdeen Asset Managers Lim

52、ited Directly 31,482,477 5.003%31,482,477 5.003%Heerema Holding Company Inc.Through Asteck,S.A.31,464,750 5.000%31,464,750 5.000%Carmignac Gestion Directly 16,859,313 2.679%16,859,313 2.679%BNP Paribas Investment Partners,Limited Company Through Investment Funds Managed by BNP Paribas 13,536,757 2.1

53、51%12,604,860 2.006%Coronation Asset Management(Pty)Ltd Through Investment Funds Managed by Coronation Asset Management(Pty)13,447,972 2.137%13,447,972 2.137%Source:Last communications made by the shareholders with qualifying holdings to Jernimo Martins,SGPS,S.A.Corporate Governance Shareholder Stru

54、cture 9 8.Number of Shares and Bonds Held by Members of the Management and Supervisory Boards (Pursuant to paragraph 5 of Article 447 of the Commercial Companies Code)The Board of Directors Members of the Board of Directors Held on 31.12.13 Increases during the year Decreases during the year Held on

55、 31.12.14 Shares Bonds Shares Bonds Shares Bonds Shares Bonds Pedro Manuel de Castro Soares dos Santos 1 235,805-39,000-274,805-Alan Johnson 2 21,400-8,675-30,075-Andrzej Szlezak-Antnio Pedro de Carvalho Viana-Baptista-Francisco Manuel Seixas da Costa-Hans Eggerstedt 19,700-19,700-Jos Manuel da Silv

56、eira e Castro Soares dos Santos 3 Belonging to company in which is a Director(sec.d),2 of Article 447 Commercial Companies Code)4-20,509-20,509-353.260.814 353.260.814 Nicolaas Pronk Belonging to company in which is a Director(sec.d),2 of Article 447 Commercial Companies Code)5-31.464.750 31.464.750

57、 Srgio Tavares Rebelo-1 The 39,000 shares were bought on 30/10/2014,at an average price of 7.46 euros each.2 The 8,675 shares were bought on 13/03/2014,at a price of 11.50 euros each.3 The 20,509 shares were bought on 31/07/2014,at an average price of 9.74 euros each.4 Sociedade Francisco Manuel dos

58、 Santos,B.V.;See Point 20.5 Asteck,S.A.;See Point 20.Statutory Auditor As at 31 December,2014,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 transactions with Jernimo Martins,SGPS,S.A.securities.9.Sp

59、ecial Powers of the Board of Directors,especially in Relation to Deliberations on Capital Increases Any capital increase is subject to prior deliberation by the General Shareholders Meeting.10.Significant Business Relationships between the Holders of Qualifying Holdings and the Company Pursuant to t

60、he 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 entities in any type of relationship with the owners of such holdings,outside of normal market conditions.There are no significant business relationships

61、between holders of Qualifying Holdings and the Company.Corporate Governance Corporate Bodies and Committees 10 Section B CORPORATE BODIES AND COMMITTEES Subsection I General Meeting A.Composition of the Presiding Board of the General Meeting 11.Details and Position of the members of the Presiding Bo

62、ard 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 resignati

63、on of the Chairman of the General Shareholders Meeting.Subsequently to said resignation,Abel Bernardino Teixeira Mesquita was elected Chairman of the General Shareholders Meeting on 10 April 2014,for the remainder of the term in force.B.Exercising the Right to Vote 12.Restrictions on the Right to Vo

64、te The Company 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 eac

65、h share has 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 right of each ordinary share,inter alia,no special rights for shareholders or restraints

66、on the exercise of voting rights are provided for in the Companys Articles of Association,nor is there 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

67、 is not subject to holding a minimum number of shares.According to Article Twenty-Six of the Articles of Association of the Company,the Shareholders Meeting may take place upon the first convocation,as long as more than 50%of the Companys capital is present or represented.Corporate Governance Corpor

68、ate Bodies and Committees 11 Participation in the General Shareholders Meeting Under the provisions of the Portuguese Securities Code and Article Twenty-Three of the Articles of Association,the Shareholders that meet the following conditions can participate and vote at the General Meeting:i.On the R

69、ecord Date,corresponding to 00:00(GMT)of the fifth trading day prior 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 Sharehol

70、ders Meeting and to the respective financial intermediary,their intention 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

71、 that Shareholders name on the Record Date.Postal Vote According to paragraph three 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 Meetin

72、g,and it is the responsibility of the Chairman of the Board of the Shareholders Meeting or his substitute to verify their authenticity and full compliance with the procedures,as well as to assure confidentiality when a vote is submitted.In the event that a Shareholder or a Shareholders representativ

73、e is present at the General Shareholders Meeting,the postal vote that 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 po

74、st on its web page.As the Companys Articles of Association do not 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 CM

75、VM on this matter.Vote by Electronic Means The Company,also recognising 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 th

76、eir intent to exercise their right to vote electronically to the Chairman of the Board of the General Shareholders Meeting,at the Companys Head Office or using the Jernimo Martins website,at http:/www.jeronimomartins.pt/?lang=en.In that expression of interest,shareholders must indicate the address o

77、f the financial intermediary with whom the securities are registered,to which a registered 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.Corpo

78、rate Governance Corporate Bodies and Committees 12 13.Maximum Percentage of Voting Rights That May Be Exercised By a Single Shareholder or By Shareholders That Are In Any Relationship As Set Out In No.1 of Article 20 of the Portuguese Securities Code The Company has not established rules stating tha

79、t voting rights over a certain number are not counted,when issued by a single shareholder or shareholders related to it.14.Shareholders Resolutions That,Imposed By The Articles Of Association,May Only Be Taken With a Qualified Majority,In Addition To Those Legally Provided There is no special rule i

80、n the Articles of Association regarding deliberative quorums.Corporate Governance Corporate Bodies and Committees 13 Subsection II Management and Supervision A.Composition 15.Corporate Governance Model Adopted The Company has adopted the anglo-saxon governance model which corresponds to the option f

81、oreseen in subparagraph b)of Article 278 of the Commercial Companies Code.According to this model the management and supervision of the company are organized through a Board of Directors,which includes the Audit Committee,and a Statutory Auditor.16.Articles of Association Rules on the Procedural Req

82、uirements Governing 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 that the composition of this body will be decided in the General Shareholders Meeting pursuant to the

83、 terms indicated in paragraph one of Article Twelve of the Articles of Association,and that it will be presided over by the respective Chairman,chosen by the General Shareholders Meeting.Paragraph number three of Article nine of the same Regulations prescribes that in the event of death,resignation

84、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,the Audit Committee will be responsible for appointing the substitute.According to Article one of the

85、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 the Audit Committee are appointed simultaneously with the members of the Board of Directors,and the li

86、sts 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 is no specific regulatory provision regarding the appointment and replacement of Members of the Audit Co

87、mmittee,being applicable only what is set forth in law.17.Composition of the Board of Directors According to the Articles of Associations,the Board of Directors is comprised of a minimum of seven and a maximum of 11 members,elected by the General Shareholders Meeting for three year terms.Currently,t

88、he Board of Directors has nine members and there are no substitute members:Corporate Governance Corporate Bodies and Committees 14 Pedro Manuel de Castro Soares dos Santos Chairman of the Board of Directors since 18 December 2013 CEO First appointment on 31 March 1995 Expiry of the term of office on

89、 31 December 2015 Alan Johnson Non-Executive Director(with special tasks until 3 November 2014)First appointment on 30 March 2012 Expiry of the term of office on 31 December 2015 Andrzej Szlezak Non-Executive Director First appointment on 10 April 2013 Expiry of the term of office on 31 December 201

90、5 Antnio Pedro de Carvalho Viana-Baptista Independent Non-Executive Director 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

91、2015 Hans Eggerstedt Non-Executive Director First appointment on 29 June 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 Pr

92、onk Non-Executive Director First appointment on 30 March 2007 Expiry 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 There were no changes in the composition of the C

93、ompanys Board of Directors in 2014.Corporate Governance Corporate Bodies and Committees 15 18.Distinction Between Executive and Non-Executive Directors,And Identification of Independent Directors Among Non-Executive Directors The Company seeks a balance in the composition of the Board of Directors t

94、hrough the integration of Non-Executive Directors and Independent Directors alongside Executive Directors,being referred,in point 17,above,the respective discrimination.The criteria used coincides with that of the EU Commissions Recommendation 2005/162/EC,of 15 February 2005,being considered as Exec

95、utive Director any member who is engaged in the daily management of the company and,a contrario sensu,Non-Executive Directors are those who are not engaged in the daily management.The Board of Directors is therefore composed of Non-Executive Directors,in particular Independent Directors who possess

96、a wide range of technical skills,contact networks and connections with national and international bodies,who therefore 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 monitorin

97、g,supervision and assessement of the activity of the remaining members of the Board of Directors.In 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 Sharehol

98、ders is further reinforced by the existence of Independent Board Members.Pursuant to the 2013 CMVMs Recommendations on Corporate Governance,hereafter referred to as“2013 CMVMs Recommendations”,considering the provision of recommendation II.1.7,which establishes the independence criteria to be used i

99、n 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 members of the Audit Committee and therefore they are further subject to the independence criteria ind

100、icated 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 also complies with the rules of incompatibility laid down in paragraph 1 of Article 414-A of the Com

101、mercial 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 complies with recommendation II.1.7.(2013 CMVMs Recommendations),also in the part where it establishe

102、s that Non-Executive Directors shall include an appropriate number of independent members(in casu,one third).19.Professional Qualifications of the Members of the Board of Directors Pedro Soares dos Santos joined the Operating Division of Pingo Doce in 1983.In 1985,he joined the Sales and Marketing D

103、epartment of Iglo/Unilever,and five years later,assumed the post of Assistant Director of Recheio Operations.In 1995,he was named General Manager of the Company.Between 1999 and 2000 he accepted responsibility for operations in Poland and in Brazil.In 2001,he also assumed responsibility for the oper

104、ations area for Food Distribution in Portugal.He has been a Director of Jernimo Martins,SGPS,S.A.since 31 March 1995,and has been Chief Corporate Governance Corporate Bodies and Committees 16 Executive Officer since 9 April 2010 and Chairman of the Board of Directors of the Company since 18 December

105、 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 URL Colworth Laboratory in March 1987.In 1988,he joined the Human Resources Department of FimaVG Distribuio de Produtos Alimentares,Lda.,and in

106、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 and 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

107、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 Kingdom,Brazil,Nigeria,France,Belgium,the Netherlands and Italy.Amongst other positions,he was Senior Vice President Strategy&Finance for Euro

108、pe,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 member of the Market Oversight Committee of the Chartered Association of Certified Accountants between 2007 and 2013 and has been a member of the

109、 Professional Accountants in Business Committee of the International Federation of Accountants based in New York since 2011.In January 2012,he joined the Jernimo Martins Group as Chief Financial Officer,being Director of Jernimo Martins,SGPS,S.A.since 30 March 2012.Hans Eggerstedt is a German nation

110、al,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 Director of Retail Operations,Ice Cream and Frozen Foods in Germany,President and CEO of Unilever Turkey,Regional Director for Central and Eastern

111、 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 1985,a position he held until 1999.Between 2003 and 2012 he was a Non-Executive Director of the COLT Telekom Group S.A.,from Luxembourg.He has

112、 been Non-Executive Director of Jernimo Martins,SGPS,S.A.since 29 June 2001.Andrzej Szlezak is a Polish 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

113、Legal Advisors(Poznan Chapter).In 1979 he started his academic career at said university where he was awarded his doctorate and post-doctorate degrees in Law(Habilitated Doctor)in 1985 and in 1992,respectively.In 1994,he was awarded a professorship at Adam Mickiewicz University(Law School),which he

114、held until 1996.At present,he is a professor at Warsaw School of Social Sciences and Humanities.In 1991,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 privatiza

115、tion and restructuring transactions in many sectors of polish economy(mostly in M&A,corporate and greenfield 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 Co

116、urt.He has also been appointed an arbitrator in several proceedings(national and international)before 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-la

117、nguage publications,in the fields of civil,commercial and arbitration law.He has been a Non-Executive Director of the Company since 10 April 2013.Corporate Governance Corporate Bodies and Committees 17 Antnio Viana-Baptista holds a Degree in Economics from Universidade Catlica Portuguesa(1980),has a

118、 postgraduate diploma in European Economics from Universidade Catlica Portuguesa(1981)and an MBA from INSEAD(Fontainebleau,1983).Between 1985 and 1991 he was Principal Partner of Mckinsey&Co.in the Madrid and Lisbon offices.He held the post of Director in the Banco Portugus de Investimento between 1

119、991 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 to 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

120、 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.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 dipl

121、omatic career in 1975 as a diplomat in the Portuguese Ministry of Foreign Affairs.Between 1995 and 2001,he was Secretary of State for European Affairs,where he had several official functions,amongst others,Portuguese chief negotiator of the EU Amsterdam treaty,from 1995 to 1997,Portuguese coordinato

122、r for the negotiation of the EU financial framework,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 Rep

123、resentative to the Organization for Security and 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 C

124、onsultative Council of Fundao Calouste Gulbenkian 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 198

125、9 he worked for KPMG in the Financial Audit area for Dutch and foreign companies.In 1989 he joined the Heerema Group,created the Internal Audit Department,and since then has performed various functions within the Group,having been responsible for various acquisitions and disinvestments and defining

126、Corporate Governance.Since 1999 he has been the 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.Sr

127、gio Tavares Rebelo is a Portuguese national and 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 instr

128、uctor at Universidade Catlica Portuguesa in 1981.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 19

129、97 he has been Tokai Bank Distinguished Professor 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

130、Sachs since April 2012.He has been Non-Executive Director of the Company since 10 April 2013.Corporate Governance Corporate Bodies and Committees 18 20.Customary and Significant Relationships of the Members of the Board with Shareholders with Qualifying Holdings Member of the Board of Directors Type

131、 of Relationship Shareholder with Qualifying Holding Jos Soares dos Santos Director Sociedade Francisco Manuel dos Santos,SGPS,S.A.Director Sociedade Francisco Manuel dos Santos,B.V.Nicolaas Pronk Director Astek,S.A.Corporate Governance Corporate Bodies and Committees 19 21.Organisational Charts,Del

132、egation of Powers and Division of Responsibilities Chairman of the Board of Directors The Chairman of the Board of Directors,according to the Board of Directors Regulations,in addition to the institutional representation of the Company,has a special responsibility for managing the respective meeting

133、s,for monitoring the action taken on the decisions made by this body,for taking part in the meetings of other committees set up by the Board of Directors and for defining the overall strategy of the Company.Delegation of Powers,Coordination of Non-Executive Directors,and Special Duties The Board of

134、Directors,by resolution,delegated various duties regarding the day-to-day management of the Company in one Chief Executive Officer who,in the terms of such delegation,is entitled:Jernimo Martins Restaurao e Servios Services Hussel JMDPC JERNIMO MARTINS,SGPS,S.A.Board of Directors Committee on Corpor

135、ate Governance and Corporate Responsibility Ethics Committee Managing Committee Chief Executive Officer Executive Officer of the Board Functional Divisions Corporate Centre Audit Committee Internal Control Committee Colombia Organisational Structure Business Structure Food Distribution Poland Portug

136、al Biedronka Convenient Discount Hebe Drugstore Pingo Doce Supermarket Recheio Cash&Carry Ara Food Store Proximity Manufacturing Unilever Jernimo Martins Gallo Worldwide Agro Business Jernimo Martins Agro-Alimentar Corporate Governance Corporate Bodies and Committees 20 a.To manage all corporate bus

137、inesses and perform all operations relating to its corporate objectives,included in the scope of its current role,as holding company;b.To represent the company,in court or otherwise,to propose and answer to any lawsuits or engage in any arbitrations,for which purpose it may designate proxies,as well

138、 as compromise in,confess or withdraw from any such lawsuits or arbitrations;c.To decide on loans or other financial operations to be contracted from the financial market at home or abroad,as well as on the issuance of debt securities within the powers of the Board of Directors and to accept the sup

139、ervision of the lending entities,all these up to the amount of 50,000,000(fifty million)euros and in full compliance with that prescribed in the Articles of Association of the Company;d.To decide on the provision of technical and financial support,including through the granting of loans by the Compa

140、ny to companies whose stakes or shares the former holds in total or in part;e.To decide on the sale/transfer or lease(as lessor)any movable or immovable assets,including shares,units,quotas and bonds,and in general to decide on any divestments up to the amount of 50,000,000(fifty million)euros or,in

141、dependently of such threshold,whenever such divestment is set out in the Medium or Long Term Plans,as defined below,approved by the Board of Directors;f.To decide on the acquisition or lease(as lessee)of any movable or immovable assets,including shares,units,quotas and bonds,and in general to decide

142、 on any investments up to the amount of 50,000,000(fifty million)euros or,independently of such threshold,whenever such investment is set out in the Medium and Long Term Plans,as defined below,approved by the Board of Directors;g.To appoint the individuals to be proposed to the General Shareholders

143、Meeting 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 approve policies and rules transverse to the companies of the group,such as procedure manuals,regulations and service instruc

144、tions,maxime,those concerning(i)human resources,(ii)operational control,(iii)food safety and quality control,and(iv)reporting and investments;i.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 inc

145、luded in the business areas;j.To approve the organic structure for the Groups companies;k.To decide on the instructions to be given by the Company to the management of its subsidiary companies with respect to those matters referred to herein,pursuant to and in compliance with the applicable laws.For

146、 the purpose of the delegation of powers,it is considered as being foreseen in the Medium and Long Term Plans(which are considered to be the activity and investment plans and financial projections on a three-year term),the acquisitions,sales,investments or divestments whose amount does not exceed mo

147、re than 10%each heading contained in those Plans.In 2014,the Managing Committee remained in office as the consultative body which,as referred in point 29,has the primary goal of assisting the Chief Executive Officer in the duties delegated by the Board,in relation to the daily management of the busi

148、nesses within the corporate purpose of the Company.Corporate Governance Corporate Bodies and Committees 21 Nevertheless,pursuant to the terms of its Internal Regulation,the Board of Directors retains authority over strategic matters of management of the Group,in particular those regarding the defini

149、tion 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(4)of the Commercial Companies Code are off-limits to the Ch

150、ief 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 of the Companys management,having implemented mechanisms th

151、at ensure such supervision.To this end,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.All information requested by the Non-Executive Directors in

152、 2014 was provided in full and in a timely manner by the Chief Executive Officer.Additionally,considering that the Chief Executive Officer is,simultaneously,Chairman of the Board of Directors,it was approved by decision of the said Board,a Mechanism for Coordinating the Activities of Non-Executive D

153、irectors,complying with Recommendation II.1.10 of CMVMs Recommendations 2013.Such Mechanism foresees that the members of the Board of Directors who are not part of an Executive Committee or are not Executive Directors are responsible,pursuant to the terms of Article 407,paragraph 8 of the Commercial

154、 Companies Code,for monitoring the activity of the Executive Committee or the Executive Directors,as the case may be,as well as for the damages caused by their acts or omissions when,having knowledge of such acts or the intent to commit them,they do not seek the intervention of the Board of Director

155、s to take the necessary measures.The monitoring and supervising activity is also carried out by Non Executive Directors through their participation in specialized committees and working groups set up by the Company as well as in the corporate bodies of subsidiary companies.Still on the terms of such

156、 Mechanism,the Executive Directors or the Chairman of the Executive Committee,as applicable,as well as Directors charged with a special duty,pursuant to the terms of Article 407,paragraphs 1 and 2 of the Commercial Companies Code,shall:(a)whenever necessary disclose to Non-Executive directors all th

157、e relevant information regarding the performance of the delegated powers or the special duty conferred upon them;(b)answer,within a reasonable deadline,to any information request presented by any Non-Executive Director,within their respective functions,and such information shall also be made availab

158、le to the remainder members of the Board of Directors.It is foreseen in the said Mechanism that Non-Executive Directors may also meet in ad hoc meetings,convened at the request of any two of them by the Companys Secretary(who shall inform the Chairman of the Board of Directors about the summons),pur

159、suant to the terms foreseen in the Board of Directors Regulations.Corporate Governance Corporate Bodies and Committees 22 In order to allow for an independent and informed participation of Non-Executive Directors in the meetings of the Board of Directors or in the meetings of the specialized committ

160、ees and working groups set up by the Company as well as in the corporate bodies of subsidiary companies they integrate,the Mechanism foresees that the Companys Secretary shall make available to them the definitive agenda of the meeting and respective preliminary documentation,pursuant to the terms a

161、nd within the deadlines foreseen in the Board of Directors Regulation.The Companys Secretary shall also ensure,according to the Mechanism implemented,the delivery to the Directors,who so request,of a copy of the minutes of the meetings of the Managing Committee as well as a copy of any other minutes

162、 of the meetings of corporate bodies or specialized committees within the Board of Directors.Moreover,the Companys Secretary shall,within its duties,provide Directors with all information regarding the resolutions of the Board of Directors or Executive Committee or the decisions of the Executive Dir

163、ectors.In what concerns the allocation of special duties,regarding Director Alan Johnson,the special duty of financial management of Jernimo Martins Group and for investor relations within the Board of Directors that had been allocated to him,have ceased on 3 November,2014.The responsibility for inv

164、estor relations within the Board of Directors has been undertaken since that date by the Chairman of the Board and Chief Executive Officer,Pedro Soares dos Santos.Pursuant to Article 407(1)of the Commercial Companies Code,the Board of Directors allocated to Director Jos Manuel da Silveira e Castro S

165、oares dos Santos the special task of monitoring of the activities of the joint venture Unilever Jernimo Martins,of the activities of Jernimo Martins Distribuio de Produtos de Consumo,Lda.and the activities of Jernimo Martins Restaurao e Servios,S.A.Organisational Structure and Division of Responsibi

166、lities Jernimo Martins SGPS,S.A.is the Holding Company of the Group,and as such is responsible for the main guidelines for the various business areas,as well as for ensuring consistency between the established objectives and available resources.The Holding Companys services include a set of Function

167、al Divisions which provide support for Corporate Centre and services to the Operating Areas of the Groups Companies,in the different geographical areas in which they operate.In operational terms,Jernimo Martins is organised into four business segments:i.Food Distribution,ii.Manufacturing,iii.Marketi

168、ng Services,Representations and Restaurant Services,and iv.Agro-Business.The first area is organised into Geographical Areas and Operating Areas.Holding Company Functional Divisions The Holding Company is responsible for:i.Defining and implementing the development strategy of the Groups portfolio;ii

169、.Strategic planning and control of the various businesses and consistency with the global objectives;iii.Defining and controlling financial policies;and iv.Defining human resources policy,with direct responsibility for implementing the Management Development Policy.Corporate Governance Corporate Bod

170、ies and Committees 23 The Holding Companys Functional Divisions are organised as follows:Environment and Food Safety Responsible for defining the strategy,policies and procedures to be implemented within the areas under its responsibility across all the countries where the Jernimo Martins Group is p

171、resent.Concerning the environment,Jernimo Martins has defined the principle of establishing strategies,processes,projects and goals,as part of the value 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 ma

172、terials,correct waste management and protecting biodiversity.The main actions implemented in 2014 and the results obtained can be found in the Chapter V of the Annual Report and Accounts.In terms of Food Safety,a crucial activity at Jernimo Martins,the Management has defined plans and objectives,aim

173、ing to bring the concept of Food Safety to the customers home,thereby contributing towards maintaining the quality and freshness of the products until the time of their consumption.Several Articles about the correct manipulation and product handling have been published in magazines and other materia

174、ls made available by the different companies of the Group.Environment and Food Safety Fernando Frade Legal Affairs Carlos Martins Ferreira Internal Audit Madalena Mena Corporate Communications and Responsability Sara Miranda Financial Operations Conceio Carrapeta International Expansion and Strategy

175、 Joo Nuno Magalhes Risk Management Pedro Correia JERNIMO MARTINS GROUP Functional Divisions of Corporate Support Financial Control Antnio Pereira Information Techonlogy Lus Ribas Information Security Henrique Soares dos Santos Security Eduardo Dias Costa Investor Relations Cludia Falco Human Resourc

176、es Marta Maia Fiscal Affairs Rita Marques Quality and Own Brand Development Carlos Santos Corporate Governance Corporate Bodies and Committees 24 Legal Affairs Ensures ongoing legal assistance to the Company,preparing contracts,opinions and studies,assisting the Board of Directors in decision making

177、,implementing risk planning 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 2014,this Division continued to focus on monitoring the evolution of

178、the corporate rules and recommendations 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 disp

179、utes,through legal counselling and internal training.Internal Audit Assesses the quality and effectiveness of the internal control and risk management systems(both operational and non-operational)that are set by the Board of Directors,ensuring their compliance with the Groups Procedures Manual,as we

180、ll as with procedures laid out in the Operations Manual of each business unit,as well as ensuring 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 Commi

181、ttee.The activities carried out by this Functional Division are referred in point 50.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 strengthen

182、ing the integration of environmental,social and ethical issues in the value chain,preserving and developing the Groups capital reputation.In 2014,this Department organized the conference Sustainability:Under Pressure that aimed to sensitise the senior management of the Group and some of its strategi

183、c suppliers to environmental and social issues along the value chain.Mechanisms that allow to face the growing demand of information on Environmental,Social and Governance issues by analysts and investors with Sustainability concerns were developed.Aimed at the internal stakeholders,both the Groups

184、Corporate Communication Policy and the Social Media Guidelines were disclosed to all employees.Financial Control Responsible for providing financial information to support decision-making by the Companys corporate Bodies.It encompasses the areas of consolidation,accounting,financial planning and con

185、trol.The Consolidation and Accounting area prepares consolidated financial information in order to comply with statutory and legal obligations and supports the Board of Directors by implementing and monitoring the policies and the accounting principles adopted by the Group.It also supervises the fin

186、ancial reporting of the different Group companies to ensure that it conforms to these standards,supporting the Companies in the accounting assessment of non-recurrent transactions,as well as restructuring and expansion operations.Corporate Governance Corporate Bodies and Committees 25 The area of Pl

187、anning and Control coordinates and supports the process for creating the Jernimo Martins Strategic Plans,which are used as a basis for strategic decision-making by the Corporate Governance bodies.It has a control function,monitoring the performance of the different business units of the Group and in

188、vestigating any deviations from the plans.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 tha

189、t are relevant for the Group,providing support to the Managing Committee for its approval and subsequent follow-up.In 2014 it focused its activity on the monitoring of the performance of the business units in particular in the evaluation and interpretation of the impact of deflationary macroeconomic

190、 environment in the performance of the Groups business areas.It has also supported the development of new projects of the Group,as well as strengthened the monitoring of the new businesses.International Expansion and Strategy Responsible for prospecting and analysing opportunities to develop the Gro

191、ups business portfolio and for leading and participating in projects of a strategic nature.With regard to the development of the business portfolio,it holds the responsibility to search for,analyse and evaluate opportunities for the Group to expand and increase its value,focusing its activity on mar

192、kets and businesses that can support the development of new and relevant business units for the Jernimo Martins portfolio.With regard to strategic projects,it holds the responsibility to lead or support both corporate group-wide projects,and strategic projects that are specific to individual Group C

193、ompanies.During 2014,it led and supported several strategic projects across the Groups geographies,and continued to develop prospects for expansion in new markets and businesses.Fiscal Affairs Provides all of the Groups Companies with assistance in tax matters,ensuring compliance with legislation in

194、 force and the optimisation of the business units management activities from a tax perspective.It also manages the Groups tax disputes and its relations with external consultants and lawyers,as well as with Tax Authorities.In 2014,through the associations that represent the sector,it ensured the def

195、ense of the Groups interests,whether collaborating on the clarification and implementation of new legislation,or in the public debate of legislative projects.Also participated in the commissions of the Forum dos Grandes Contribuintes(Large Taxpayers Forum),to improve the Portuguese tax system and th

196、e relationship between the Tax Authority and taxpayers.The function also developed actions aimed at obtaining tax benefits for the Group.Risk Management Responsible for implementing the Groups risk management policies and procedures,as well as for providing the necessary support to the Governance bo

197、dies in identifying any risks that might compromise the strategy defined by the Group,as well as its business objectives.Corporate Governance Corporate Bodies and Committees 26 The activities carried out in the area of Risk Management are described in points 52 to 55 of this Report.Financial Operati

198、ons This Division includes Financial Risk Management as well as Treasury Management.The activity of the first area is discussed in detail in points 52 to 55.Treasury Management is responsible for managing relations with the financial institutions that have or intend to have business with Jernimo Mar

199、tins,ensuring that these entities fulfil the defined criteria,and also ensuring that the best possible conditions may be obtained at all times.It also executes treasury planning with the aim of negotiating and implementing,for all the Groups Companies,the most suitable financial sources according to

200、 its cash flow generation profile.It is also this areas responsibility to elaborate and ensure the execution of the treasury budget that is based on the activity plans of the Groups Companies.A large part of the treasury activities of Jernimo Martins is centralized in the Holding Company,which is a

201、structure that provides services to all other Companies of the Group.In compliance with the above-described activities during 2014 new debt was issued to finance the investments in Poland and in Colombia.Quality Control and Own Brand Development Responsible for defining,planning,implementing and con

202、trolling the policies,procedures,methodologies and rules in the various countries where Jernimo Martins operates,ensuring the use of the best and most up-to-date practices in this area.In 2014 the main activities carried out focused on:i.increasing the control of products and suppliers in Portugal,P

203、oland and in Colombia;ii.continuing with the improvement process for own brands by reformulating existing products;iii.using the IT tool,QMS Projects,in Portugal to support the development of new products;iv.implementing IT tool,QMS Suppliers,in Poland and in Colombia;v.maintaining the Quality and F

204、ood Safety certifications;vi.Systematizing of the implemented changes on the new products development procedure in Poland.Human Resources Founded on the Culture and Values and Principles of Jernimo Martins,this Corporate area is responsible for defining and implementing the strategy and global polic

205、ies of Human Resources with regard to the main pillars of Human Resource Management-Recruitment,Training,Development,Compensation and Benefits promoting its compliance,safeguarding the uniqueness of the different geographical areas in which the Group operates and the individual nature of the differe

206、nt companies.The activities that this Functional Division carried out in 2014 can be found in detail in Chapter V,Section 8-Being a Benchmark Employer-of the Annual Report.Investor Relations This Division is responsible for the communication with investors whether current shareholders or not,institu

207、tional and private,national and foreign-as well as with the analysts who formulate opinions and recommendations regarding Jernimo Martins share price.It is also the responsibility of this Division to co-ordinate all matters related to the CMVM.The activities carried out by this Functional Division c

208、an be found in detail in points 56 and 58.Corporate Governance Corporate Bodies and Committees 27 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

209、violent activities perpetrated in the facilities or against employees of the Group.Information Security Responsible for implementing and maintaining an information security management system which ensures the confidentiality,integrity and availability of information on all Group Companies,as well as

210、 assuring recovery of systems in the event of any disruption to the operations.Information Security Officers(ISO)in each country,who report functionally to this Corporate Directorate,ensure local compliance with applicable Information Security Policies and Standards and provide assistance to the res

211、pective business and support areas.In 2014,Information Security implemented a system to increase the network protection level and assessed the impact of transposing the European Directive on Protection of Personal Data.The Governance model with Information Technology was developed to consolidate a p

212、roactive and preventive posture in Information Security.The work on the assessment and remediation of risks in system access profiles continues.Information Technology Area responsible for defining and implementing the Global Information Technology strategy for the Group,for promoting technology-base

213、d innovation and for aligning IT systems,policies and processes.IT also has the responsibility to create the conditions for the businesses to achieve their goals,by providing IT services that enable to implement and support the solutions required by the processes of the organization,from infrastruct

214、ure to applications.Of the work carried out in 2014,the following should be highlighted:i)the definition of the IT Strategy to support the development of new Business Units;ii)the development of a Global Infrastructure Model to address the new context of the Group;iii)the deployment of replicable so

215、lutions for the new business models of the Group;iv)adaptation of the Groups systems to support new developments in the models of the Business Units and to achieve higher levels of productivity.In addition,major progress towards convergence of applications,infrastructure and IT processes was achieve

216、d,with the adoption of common tools to deliver the IT service across the different geographies.Operational Areas The organisational structure of Jernimo Martins is aimed mainly at ensuring specialisation in the Groups various businesses by creating Geographical Areas and Operational Areas,thus guara

217、nteeing the required proximity to the different markets.The Food Distribution business is divided into Geographical Areas-Portugal,Poland and Colombia-and then further divided within those countries into Operational Areas.In Portugal there are two Operational Areas:Pingo Doce(Supermarkets and Hyperm

218、arkets)and Recheio(Cash&Carry),which encompasses the Foodservice division through Caterplus.In Poland there are also two Operational Areas:Biedronka(food stores)and Hebe(drugstores)that includes Apteka Na Zdrowie(pharmacies).In Colombia one area:Ara(food stores).Corporate Governance Corporate Bodies

219、 and Committees 28 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 products and Ice Creams,and through the company Gallo Worldwide,Lda.,which pro

220、duces 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 Produtos de Consumo,which represents major international brands of food product

221、s and premium cosmetic brands in Portugal;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 and the Jeronymo Food with Friends restaurant.In 2014 the Group took the first

222、steps in developing a new Agro-Business area,focusing mainly in protecting the supply chain of its Food Distribution operations.B.Functioning 22.Availability and Place Where Rules on the Functioning of the Board of Directors May be Viewed The Regulation of the Board of Directors is available on the

223、Companys website,through the link mentioned in point 61(“Relevant Addresses”).23.Number of Meetings Held and Attendance 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 represe

224、nted at the Board meetings by another member,by means of a letter addressed to the Chairman.During 2014,the Board of Directors met five times.The respective minutes were prepared for all meetings.The Directors who have not personally attended Board Meetings have always appointed another Board Member

225、 to represent them,as statutorily provided,with the attendance of each Director to the referred meetings during the exercise of respective duties as follows:Pedro Soares dos Santos 100%Alan Johnson 100%Andrzej Szlezak 100%Antnio Viana-Baptista*80%Francisco Seixas da Costa 100%Hans Eggerstedt 100%Jos

226、 Soares dos Santos 100%Nicolaas Pronk*80%Srgio Rebelo*80%*In every meeting not attended,the Director in question issued a representation letter,according to the Companys by-laws.Corporate Governance Corporate Bodies and Committees 29 24.Performance Appraisal of Executive Directors The assessment of

227、performance of Executive Directors is made by the Remuneration Committee,elected by the General Shareholders Meeting(see points 66 et seq.).The Remuneration Committee is in charge of,in the scope of the Remuneration Policy set,assessing the individual and collective performance of Executive Director

228、s,evaluate their influence and impact in Jernimo Martins businesses and assessing their alignment with the medium and long-term interests of the Company.As referred below(see point 27)currently there are no committees composed exclusively by Directors.Notwithstanding such fact,the performance of Exe

229、cutive Directors who are part of mixed Committees(i.e.also composed of non-Directors)is evaluated by the Remuneration Committee,in the terms referred above.25.Predefined Criteria For Assessing Executive Directors Performance The predefined criteria for assessing Executive Directors performance arise

230、 from that established in the remuneration policy,described in point 69.26.Positions that the Members of the Board of Directors Hold in Other Companies,and Respective Availability The members of the Board of Directors hold positions in other companies,namely:Pedro Soares dos Santos Director of Jerni

231、mo Martins Servios,S.A.*Director of Jeronimo Martins Polska,S.A.*Director of Jeronimo Martins Drogerie i Farmacja Sp.z o.o.*Director of Jeronimo Martins Colombia,SAS*Director of Recheio,SGPS,S.A.*Director of Funchalgest Sociedade Gestora de Participaes Sociais,S.A.*Director of JMR Gesto de Empresas

232、de Retalho,SGPS,S.A.*Director of Jernimo Martins Agro-Alimentar,S.A.*Director of Quinta da Parreira Explorao Agrcola,S.A.Manager of Jernimo Martins Distribuio de Produtos de Consumo,Lda.*Manager of Servicompra,SGPS,Lda.*President of the Supervisory Board of Warta Retail&Services Investments B.V.*Mem

233、ber of the Supervisory Board of Bliska Sp z o.o.until 3 December 2014*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 Alimentares,S.A.*Direct

234、or of Jernimo Martins Restaurao e Servios,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.Director of Fundao Francisco Manuel dos Santos Member of the

235、 Supervisory Board of Warta Retail&Services Investments B.V.*Corporate Governance Corporate Bodies and Committees 30 Member of the Supervisory Board of Bliska Sp z o.o.until 3 December 2014*Manager of Unilever Jernimo Martins,Lda.*Manager of Gallo Worldwide,Lda.*Manager of Jernimo Martins Distribuio

236、 de Produtos de Consumo,Lda.*Manager of Transportadora Central do Infante,Lda.*Alan Johnson Director of Jernimo Martins Servios,S.A.*until 19 September 2014 Director of JMR Gesto de Empresas de Retalho,SGPS,S.A.*until 19 September 2014 Hans Eggerstedt Member of the Board of Directors of Arica B.V.Me

237、mber of the Advisory Board of the Amsterdam Institute of Finance(The Netherlands)Member of the Supervisory Board of Warta Retail&Services Investments B.V.*Andrzej Szlezak Chairman of the Supervisory Board of Agora,S.A.Member of the Supervisory Board of Warta Retail&Services Investments B.V.*Antnio V

238、iana-Baptista CEO of Crdit Suisse AG for Spain and Portugal Member of the Board of Directors of Semapa,SGPS,S.A.Member of the Board of Directors of Arica B.V.Member of the Board of Directors of Jasper Wireless Inc.Francisco Seixas da Costa Member of the Consultive Board of Faculdade de Economia da U

239、niversidade de Coimbra Member of the Consultive Board of Faculdade de Cincias Sociais e Humanas da Universidade Nova de Lisboa Member of the Consultive Board of Fundao Calouste Gulbenkian Member of the Strategic Committee of Mota-Engil,S.A.Member of the Board of Directors(Non-Executive)of Mota-Engil

240、 Africa,N.V.Member of the Supervisory Board of Warta Retail&Services Investments B.V.*Nicolaas Pronk Member of the Board of Directors of Antillian Holding 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 Dir

241、ectors 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 Epcote 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 Membe

242、r of the Board of Directors of Heerema Engineering&Project Services,Inc.Member of the Board of Directors of Heerema Engineering and Project Services(Luxembourg)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

243、 Finance(Luxembourg)S.A.Member of the Board of Directors of Heerema Fabrication Holding S.E.Corporate Governance Corporate Bodies and Committees 31 Member of the Board of Directors of Heerema Group Services S.A.Member of the Board of Directors of Heerema Holding Services(Antilles)N.V.Member of the B

244、oard 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 Contractors Finance(Luxembourg)S.A.Member of the Board of Directors of Heerema Marine Contractors Hold

245、ing,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.Srgio Tavares Rebelo Member of the Advisory Council to the Global Markets Institute at Goldman Sachs The positions held by the member

246、s of the Board in other companies did not affect their availability to take part in the Companys affairs,as demonstrated in the attendance report mentioned in point 23.C.Committees within the Board of Directors and Chief Executive Officer 27.Details of the Committees created within the Board of Dire

247、ctors Currently there are no committees in the Company composed exclusively by Directors,without prejudice to the Audit Committee to which is made reference to in points 30 to 33.However,some committees were created in the Company,composed by Directors and by other individuals who are not Directors,

248、analysed in point 29.28.Details of the 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 Execu

249、tive Officer in the duties delegated to that officer by the Board of Directors.The role of Chief Executive Officer is performed by Pedro Soares dos Santos.29.Description of the Powers of Each of The Committees Established and Summary of Activities Undertaken Managing Committee The Managing Committee

250、 of the Company,which has the same term 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,Javier van Engelen(the Groups Chief Financial Officer),Pedro Pereira da Silva,Marta Lopes Maia,Nuno Abrantes,Sara

251、Miranda and Carlos Martins Ferreira.In accordance with its regulations,the Managing*Companies that are part of the Group*Companies that integrate the Unilever Jernimo Martins joint venture Corporate Governance Corporate Bodies and Committees 32 Committee is responsible for advising the CEO,within th

252、e 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 Directors;Financial and accounting control of the Group and of the companies that are a part thereo

253、f;Senior coordination of the operational activities of the different Companies in the Group,whether integrated or not in business areas;Launching of new businesses and monitoring them until they are implemented and integrated in the respective business areas;Implementation of the management policy o

254、f human resources defined for the top-level management of the entire Group.In 2014,the Managing Committee met seven times,drawing up minutes of the meetings,which were sent to the Chairman of the Board of Directors and to the Companys Secretary.Committee on Corporate Governance and Corporate Respons

255、ibility(CCGCR)CCGCR is made up of a minimum of three and a maximum of nine members,who are not required to be Directors,appointed by the Board of Directors.One of the members will be the Chairman.The Board of Directors decided to appoint the current Chairman of the Board of Directors,Pedro Soares do

256、s Santos,as Chairman of CCGCR,with the other members of the Committee being Andrzej Szlezak,Francisco S Carneiro,Francisco Seixas da Costa,Henrique Soares dos Santos,J.J.Gomes Canotilho,Jos Soares dos Santos,Ludo van der Heyden and Sara Miranda.In carrying out its mission,the CCGCR met once in 2014,

257、and collaborates with the Board of Directors,assessing and submitting to it proposals for strategic orientation in the area of Corporate Responsibility,as well as monitoring and supervising on a permanent basis matters concerning:i.corporate governance,social responsibility,the environment and ethic

258、s;ii.the business sustainability of the Group;iii.internal codes of ethics and of conduct;and iv.systems of assessment and resolution of conflicts of interest,especially regarding relations between the Company and its shareholders or other stakeholders.Especially on what concerns company governance,

259、CCGCR has the duty to keep up,review and assess the appropriateness of the Companys model of governance and its consistency with the recommendations,patterns,and national and international best practices on company governance,addressing the Board of Directors the recommendations,and proposing any ch

260、anges,deemed adequate.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 Committee on Corporate Governance and Corporate Responsibility.Currently it is composed by Susana Correia de Campos,Aga

261、ta Wojcik-Ryszawa and Helena Morais.The mission of Corporate Governance Corporate Bodies and Committees 33 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 Committ

262、ee include:i.establishing the channels of communication with the addressees of the Jernimo Martins Group Code of Conduct and 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 Mart

263、ins Group Code of Conduct and 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

264、those that may be raised by any 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

265、 annual report on its activities 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

266、related to the internal codes of ethics and of conduct,having met once in 2014.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 interna

267、l control system and the process of preparing financial statements,as well as for 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 m

268、ust obtain regular information on the legal and fiscal contingencies that affect the Companies of the Group.The ICC meets monthly,as a general rule,and is composed since 3 November 2014 of a Chairman(Alan Johnson)and four members(David Duarte,Jos Gomes Miguel,Madalena Mena and Henrique Santos).None

269、of the members is an Executive Director of the Company.In 2014,the ICC continued its activities of supervision 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 meet

270、ings,the Committee is also informed of the conclusions of the external audit work that takes place during the year.Corporate Governance Corporate Bodies and Committees 34 Subsection III Supervision A.Composition 30.Details of the Supervisory Board The supervisory board of the Company is the Audit Co

271、mmittee,consequence of the anglo-saxon governance model adopted.In addition to the responsibilities conferred by law,the Audit Committee,in performing its activities,is responsible in particular for the following:Monitoring the preparation and disclosure of financial information;Monitoring the effec

272、tiveness 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 situations that should be analysed by the Audit Committee;Evaluating the external audit on a regular basis;Approving

273、activity plans in the area of risk management and following up on their execution,proceeding with the assessment of the recommendations 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 c

274、ompanies of which the Jernimo Martins is holder of shares or quotas,ensuring full compliance with its objectives;Approving internal audit activity programmes,which respective Department functionally reports to it,as well as of the external audit;Selecting,as proposed by the Managing Committee,the se

275、rvice provider for the external audit;Monitoring the legal accounts audit services;Assessing and monitoring the independence of the Statutory Auditor,especially when it performs additional services for the Company;Issuing prior opinion on transactions of significant importance between the Company an

276、d its shareholders with qualifying holdings or entities with them related under the terms of Article 20.,no.1 of the Portuguese Securities Code,establishing the procedures and criteria necessary to define the level of significant importance.The Audit Committee,for the adequate performance of its dut

277、ies,requests and appraises all the management information deemed necessary.In addition it has unrestricted access to the documentation 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 rep

278、orts prepared by the external auditors.During the previous year,the Audit Committee paid particular attention to the financial risk management and to the analysis of the reports and corrective measures proposed by Internal Audit.Corporate Governance Corporate Bodies and Committees 35 31.Composition

279、of the Audit Committee According to the Articles of Association,the Audit Committee is comprised of three members of the Board of Directors,elected by the General Shareholders Meeting to terms of three years.Currently,the Audit Committee has no substitute members.Currently,the Audit Committee is com

280、posed of:Hans Eggerstedt Chairman of the Audit Committee First appointment on 29 June 2001 Expiry of the term of office on 31 December 2015 Srgio Tavares Rebelo First appointment on 10 April 2013 Expiry of the term of office on 31 December 2015 Antnio Pedro de Carvalho Viana-Baptista First appointme

281、nt on 9 April 2010 Expiry of the term of office on 31 December 2015 32.Details of the Independent Members of the Audit Committee 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 provid

282、ed for in sub-paragraph b).Except for its Chairman,the other two members further comply with the independence criteria foreseen in Article 414,number 5 of the Commercial Companies Code.33.Professional Qualifications of the Members of the Audit Committee The professional qualifications of the Members

283、 of the Audit Committee are those described on point 19(“Professional Qualifications of the Members of the Board of Directors”).Additionally,reference should be made to the vast experience of the members of the Committee in corporate body positions,as well as their special technical merit in this pa

284、rticular matter,have created particular added value for the Company.The Chairman of the Audit Committee,Hans Eggerstedt,is internationally recognised as one of the best managers of his generation,having worked,over the course of his long career,in positions of great responsibility in various countri

285、es.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.Corporate Governance Corporate Bodies and Committees 36 B.Functioning 34.Availability and Place Where the Rules On The Functioning of

286、the Audit Committee Regulation May be Viewed The Regulation of the Audit Committee is available on the Companys website,through the link mentioned in point 61(“Relevant Addresses”).35.Number of Meetings Held,and Attendance of Each Member of The Audit Committee The Audit Committe meets,at least,once

287、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.During 2014,the Audit Committee met five times and all meetings were duly minuted.The attendance of each Director at the meetings du

288、ring the exercise of the respective duties was as follows:Hans Eggerstedt 100%Antnio Viana-Baptista 100%Srgio Rebelo 100%36.Positions that the Members of the Audit Committee Hold in Other Companies,and respective Availability Members of the Audit Committee have been always available for the Companys

289、 affairs during 2014,having participated in the same when it was necessary or when they considered to be necessary.The positions held by the members of the Audit Committee in other companies are described in point 26(“Positions that the Members of the Board of Directors Hold in Other Companies”).C.P

290、owers and Duties 37.Description of the Procedures and Criteria Applicable to the Audit Committee for The Purposes of Hiring Additional Services From the External Auditor With respect to the provision of non-audit services by the Auditor,in 2011 the Audit Committee established the rules concerning th

291、e 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 global amount of fees related to these type of

292、 services in that year surpasses 10%of the global amount of fees concerning audit services.Corporate Governance Corporate Bodies and Committees 37 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.

293、Furthermore,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.Finally,it should also be noted that,taking into account the Audit Committees role of evaluating and superv

294、ising 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 compelled to check if there are reasons requi

295、ring 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 Meeting,within the terms provided for in Article

296、 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.38.Other Duties of the Supervisory Body-Audit Committee The duties of

297、 the Audit Committee are described in point 30.Subsection IV Statutory Auditor 39.Details of the Statutory Auditor and the Partner That Represents the Same The Companys Statutory Auditor is PricewaterhouseCoopers&Associados,Sociedade de Revisores Oficiais de Contas,Lda.,ROC(Chartered Accountant)No.1

298、83,registered at the CMVM(Portuguese Securities Market Commission)under no.9077,represented by Abdul Nasser Abdul Sattar,ROC no.958,until January 9th,2014 and,as from that date,represented by Jos Pereira Alves,ROC no.711 or by Antnio Joaquim Brochado Correia,ROC no.1076.40.Number of Years that the S

299、tatutory Auditor Consecutively Carries Out Duties With the Company The Companys Statutory Auditor carries out duties with the Company for 26 years.The Statutory Auditor was nominated for the first time during 2005,although for calculating the said number of years,the period in which other statutory

300、auditors,members of the PricewaterhouseCoopers&Associados,SROC,Lwork carried out that role at Jernimo Martins is taken into account.Corporate Governance Corporate Bodies and Committees 38 41.Description of Other Services that the Statutory Auditor Provides to the Company The Statutory Auditor also c

301、arries out the role of the Companys External Auditor,as mentioned in point 42.Subsection V External Auditor 42.Details of the External Auditor and the Partner That Represents the Same in Carrying out These Duties The External Auditor is PricewaterhouseCoopers&Associados,Sociedade de Revisores Oficia

302、is 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 9th,2014 and,as from that date,represented by Jos Pereira Alves,ROC no.711 or by Antnio Joaquim Brochado Co

303、rreia,ROC no.1076.During 2014 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 activity,as well as making the necessary recommend

304、ations 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 policy in force and other accounting and financial i

305、nformation that is essential for that purpose.43.Number of Years that the External Auditor and Respective Partner that Represents the Same in Carrying out These Duties Consecutively Carries Out Duties With the Company PricewaterhouseCoopers&Associados,Sociedade de Revisores Oficiais de Contas,Lda.ha

306、s been carrying out the role of External Auditor to the Company for 26 years,taking into account in calculating the said number of years,the period in which other statutory auditors,members of the PricewaterhouseCoopers&Associados,Sociedade de Revisores Oficiais de Contas,Lwork carried out that role

307、 at Jernimo Martins.The partner that represented the External Auditor until January 9th 2014 had been carrying out that role for the Company since 2010,having been replaced in those duties as from that date.Corporate Governance Corporate Bodies and Committees 39 44.Rotation Policy and Schedule of th

308、e External Auditor and the Respective Partner That Represents Said Auditor in Carrying Out Such Duties 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,taking into account the fact that disadvantag

309、es 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 External Auditor,this body performs an

310、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.Additionally,the Company complies with what is foreseen in par

311、agraph 2 of Article 54 of the Legal Regime of Portuguese Statutory Auditors which sets seven years as the maximum period for exercising audit functions by the partner responsible for overseeing the statutory audit or for the direct execution of the statutory audit,which is the Companys case,and the

312、analysis made by the Audit Committee has always implied compliance with such legal obligation.45.Details of the Board Responsible for Assessing the External Auditor and Regular Intervals to Carry Out the Assessment The Audit Committee is the responsible body for evaluating the performance of the Ext

313、ernal Auditor,which is performed annually.The 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 for the year 2014.46.Non-Audit Services carried

314、 out by the External Auditor for the Company and/or Companies in a Control Relationship,and Indication of Internal Procedures for Approving the Recruitment of Such Services and Reasons for Said Recruitment From the non-audit services requested by Groups Companies to the External Auditor and other en

315、tities belonging to the same network,totalling 141,898 euros,reference is made to those concerning access to a tax database,tax consultancy in human resources management issues and assistance in improving Corporate Responsibility reporting,with the implementation of indicators from the Global Report

316、ing 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 its network were considered as those which could best perform the said services.Besides being carried

317、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.Corporate Governance Corporate Bo

318、dies and Committees 40 In this respect it should also be noted that in 2011 the Audit Committee regulated the commissioning of non-audit services to the External Auditor,as mentioned in point 37,allowing them to be commissioned as long as the independence of the External Auditor was assured and impo

319、sing their prior approval as of the moment the global amount of the respective fees in the year surpassed 10%of the global fees of the audit services.47.Details of Annual Remuneration Paid by the Company and/or Legal Entities in a Control or Group Relationship to the Auditor and Other Natural or Leg

320、al Persons Pertaining to the Same Network and Percentage Breakdown Relating to the Following Services In 2014,the total remuneration paid to the External Auditor and other individuals or companies belonging to the same network was 951,375 euros.In percentage terms,the amount referred to is divided a

321、s follows:Amount%On behalf of the Company Value of the certification of accounts services()95,390 10,0%Value of the compliance and assurance services()-Value of the tax advisory services()-Value of services other than the certification of accounts()26,440 2,8%By entities that are part of the Group V

322、alue of the certification of accounts services()714,087 75,1%Value of the compliance and assurance services()9,000 0,9%Value of the tax advisory services()36,942 3,9%Value of services other than the certification of accounts()69,516 7,3%Corporate Governance Internal Organisation 41 Section C INTERNA

323、L ORGANISATION Subsection I Articles of Association 48.Rules Applicable to Amendment of the Companys Articles of Association The Articles of Association do not define any rules applicable to the amendment of the Companys Articles of Association,therefore the terms defined by the Law apply to these m

324、atters.Subsection II Reporting of Irregularities 49.Reporting Means and Policy on the Reporting of Irregularities in the Company(Whistleblower Procedure)Since 2004,the Ethics Committee of Jernimo Martins has implemented a system of bottom-up communication that ensures that every employee at every le

325、vel has access to communication channels to contact officers who are recognised within the Company with information on possible irregularities occurring within the Group.They may also make any comments or suggestions,particularly with respect to compliance with the procedural manuals in effect,espec

326、ially the Code of Conduct.This measure clarifies guidelines on questions as diverse as compliance with current legislation,respect for the principles of non-discrimination and equal opportunities,environmental concerns,business transparency and the integrity of relations with suppliers,customers and

327、 official entities,among other matters.The Ethics Committee has informed all Jernimo Martins employees of the available means to,if necessary,communicate with this body.This is possible by means of letter via freepost or internal or external e-mail with a dedicated address.Interested parties may als

328、o request from the respective General Manager or Functional Director any clarification of the rules in force and their application,or they may provide them with information regarding any situation that may question them.Whichever communication channel is used,anonymity is assured for anyone who requ

329、ires it.Corporate Governance Internal Organisation 42 Subsection III Internal Control and Risk Management 50.Individuals,Boards or Committees Responsible for the Internal Audit and/or Implementation of the Internal Control Systems The Internal Audit Department assesses the quality and effectiveness

330、of the internal control and risk management systems that are set by the Board of Directors.The Internal Control objectives involve the assurance of the operational efficiency,the financial and operational reporting consistency and the fulfilment of applicable laws and regulations.To assure it,the In

331、ternal Audit activity plan takes in consideration the evaluation of the operational risks and the critical processes applicable to each company.The results of the internal audits performed during each year are made available,on a regular basis to the Internal Control Committee and to the Groups Mana

332、ging Committee.Each quarter these reports are presented to the Audit Committee.With the same regularity a report is prepared regarding the status of implementation of the recommendations as agreed with the audited areas managers.During 2014,the processes of stock management,cash collection,managemen

333、t of accounts payable,supplementary income and information systems risks were audited,among others.51.Details of Hierarchical and/or Functional Dependency in Relation to Other Boards or Committees of the Company The head of the Internal Audit Department reports hierarchally to the Chairman of the Board and CEO and functionally to the Audit Committee.The head of Internal Audit is also a member of t