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1、2016CorporateGovernanCe report 2016 Annual Report Corporate Governance Index PART I INFORMATION ON SHAREHOLDER STRUCTURE,ORGANISATION AND CORPORATE GOVERNANCE 3 Section A SHAREHOLDER STRUCTURE 3 Subsection I Capital Structure 3 Subsection II Shareholdings and Bonds Held 5 Section B CORPORATE BODIES
2、AND COMMITTEES 8 Subsection I General Meeting 8 A.Composition of the Presiding Board of the General Meeting 8 B.Exercising the Right to Vote 8 Subsection II Management and Supervision(Board of Directors)10 A.Composition 10 B.Functioning 26 C.Committees within the Board of Directors and Board Delegat
3、e 30 Subsection III Supervision(Audit Committee)32 A.Composition 32 B.Functioning 35 C.Powers and Duties 35 Subsection IV Statutory Auditor 36 Subsection V External Auditor 36 Section C INTERNAL ORGANISATION 40 Subsection I Articles of Association 40 Subsection II Reporting of Irregularities 40 Subs
4、ection III Internal Control and Risk Management 41 Subsection IV Investor Assistance 47 Subsection V Website 49 Section D REMUNERATION 52 Subsection I Power to Establish 52 Subsection II Remuneration Committee 52 Subsection III Remuneration Structure 53 Subsection IV Remuneration Disclosure 57 Subse
5、ction V Agreements with Remuneration Implications 59 Subsection VI Share Allocation and/or Stock Option Plan 59 Section E RELATED PARTY TRANSACTIONS 61 Subsection I Control Mechanisms and Procedures 61 Subsection II Data on Business Deals 62 PART II CORPORATE GOVERNANCE ASSESSMENT 63 1.Details of th
6、e Corporate Governance Code Implemented 63 2.Analysis of Compliance with the Corporate Governance Code Implemented 63 3.Other Information 69 2016 Annual Report Corporate Governance Shareholder Structure 3 PART I INFORMATION ON SHAREHOLDER STRUCTURE,ORGANISATION AND CORPORATE GOVERNANCE Section A SHA
7、REHOLDER STRUCTURE Subsection I Capital Structure 1.The Capital Structure(Share Capital,Number of Shares,Distribution of Capital by Shareholders,etc),Including an Indication of Shares That Are Not Admitted to Trading,Different Classes of Shares,Rights and Duties of Same and the Capital Percentage Th
8、at Each Class Represents(Art.245.-A/1/a of the Portuguese Securities Code-PSC)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 val
9、ue of one euro each.All issued shares are ordinary,there are no other categories of shares,and all shares have been admitted to trading on the Euronext Lisbon stock exchange.The Companys shareholder structure is the following,with reference to 31 December 2016*:*According to the last communications
10、made by the shareholders with qualifying holdings to Jernimo Martins,SGPS,S.A.up to the said date.2.Restrictions on the Transfer of Shares,Such as Clauses on Consent for Disposal,or Limits on the Ownership of Shares(Art.245.-A/1/b PSC)Jernimo Martins shares are freely transferable and there are no r
11、estrictions concerning their tradability.2016 Annual Report Corporate Governance Shareholder Structure 4 3.Number of Own Shares,the Percentage of Share Capital that it Represents and Corresponding Percentage of Voting Rights that Corresponded to Own Shares(Art.245.-A/1/a PSC)The Company holds 859 th
12、ousand shares in its own portfolio,which were acquired in 1999 at an average price of 7.06 euros per share(price adjusted by the restatement of capital).These shares represent 0.14%of the Companys share capital,which would correspond to equal percentage of voting rights.4.Important Agreements to whi
13、ch the Company is a Party and that Come Into Effect,Amend or are Terminated in Cases Such As a Change in the Control of the Company After a Takeover Bid,and the Respective Effects,Except Where Due to their Nature,the Disclosure Thereof Would be Seriously Detrimental to the Company;This Exception Doe
14、s Not Apply Where the Company is Specifically Required to Disclose Said Information Pursuant to Other Legal Requirements(Art.245.-A/1/j PSC)There are no significant agreements(including financing agreements)to which the Company is a party and that come into effect,are amended or terminated in case o
15、f a change in the control of the Company after a takeover bid.5.A System That is Subject to the Renewal or Withdrawal of Countermeasures,Particularly Those That Provide for a Restriction on the Number of Votes Capable of Being Held or Exercised by Only One Shareholder Individually or Together With O
16、ther Shareholders No defensive measures were adopted that require payments or the assumption of costs by the Company in the event of a change of control or a change in the composition of the Board of Directors and that are likely to impair the free transfer of shares and the free assessment by the s
17、hareholders of the performance of the Board members,or that provide for a restriction on the number of votes capable of being held or exercised by only one shareholder individually or together with other shareholders.6.Shareholders Agreements that the Company is aware of and That May Result in Restr
18、ictions on the Transfer of Securities or Voting Rights(Art.245.-A/1/g PSC)Pursuant to the communication regarding the qualifying holding received by the Company on 2nd January,2012,the same was informed of a shareholders agreement concerning the exercise of voting rights,on the following terms:“It i
19、s further informed that,in accordance with the terms of number 2 of article 21,paragraphs b)and c),of the Portuguese Securities Code,Sociedade Francisco Manuel dos Santos,SGPS,S.A.*controls Sociedade Francisco Manuel dos Santos B.V.,since it may exercise the corresponding voting rights under a Share
20、holders Agreement.2016 Annual Report Corporate Governance Shareholder Structure 5 In accordance with the terms of article 20 of the Portuguese Securities Code,especially paragraph b)of its number 1,under the above mentioned Shareholders Agreement,the corresponding voting rights of the Jernimo Martin
21、s,SGPS,S.A.shares,object of the purchase and sale above mentioned,remain attributed to Sociedade Francisco Manuel dos Santos,SGPS S.A.*”The Company,however,does not know of any restrictions concerning the transfer of securities or voting rights.*The company name was changed on 2015 to“Sociedade Fran
22、cisco Manuel dos Santos,SGPS,S.E.”.Subsection II Shareholdings and Bonds Held 7.Details of The Natural or Legal Persons Who,Directly or Indirectly,are Holders of Qualifying Holdings(Art.245.-A/1/c&/d PSC)and Art.16.PSC)With Details of the Percentage of Capital and Votes Attributed and the Source and
23、 Causes of the Attribution 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 section b),paragraph 3 of Article 16 of the Portuguese Securities Code,as at 31s
24、t December 2016,are identified in the table below.List of Qualifying Holdings as at 31st December 2016*(Pursuant to paragraph 4 of Article 448 of the Commercial Companies Code and in sub-paragraph b)of paragraph 1 of Article 8 of the Portuguese Securities Code Regulations no.5/2008)Shareholder No.of
25、 Shares Held%Capital No.of Voting Rights%of Voting Rights Sociedade Francisco Manuel dos Santos,SGPS,S.E.Through Sociedade Francisco Manuel dos Santos,B.V.353,260,814 56.136%353,260,814 56.136%Aberdeen Asset Managers Limited 31,482,477 5.003%31,482,477 5.003%Heerema Holding Company Inc.Through Astec
26、k,S.A.31,464,750 5.000%31,464,750 5.000%BNP Paribas Investment Partners,Limited Company Through Investment Funds Managed by BNP Paribas 13,536,757 2.151%12,604,860 2.006%Genesis Asset Managers,LLP 12,659,067 2.012%12,659,067 2.012%*Source:Last communications made by the shareholders with qualifying
27、holdings to Jernimo Martins,SGPS,S.A.up to the said date.2016 Annual Report Corporate Governance Shareholder Structure 6 8.A List of the 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 Bo
28、ard of Directors Members of the Board of Directors Held on 31.12.15 Increases during the year Decreases during the year Held on 31.12.16 Shares Bonds Shares Bonds Shares Bonds Shares Bonds Pedro Manuel de Castro Soares dos Santos 274,805-274,805-Alan Johnson1 30,075-n.a.-Andrzej Szlezak-Antnio Pedro
29、 de Carvalho Viana-Baptista-Artur Stefan Kirsten Belonging to company in which is a Director(sec.d),2 of Article 447 Commercial Companies Code)2-353,260,814-353,260,814-Clara Christina Streit 800-800-Francisco Manuel Seixas da Costa-Hans Eggerstedt 19,700-19,700-Henrique Manuel da Silveira e Castro
30、Soares dos Santos 26,4553-26,455 3-Nicolaas Pronk1 Belonging to company in which is a Director(sec.d),2 of Article 447 Commercial Companies Code)4-31,464,750-n.a.-Srgio Tavares Rebelo-1 Ceased duties as Director on April 14,2016.2 Sociedade Francisco Manuel dos Santos,B.V.;See Point 20.3 Of which 1,
31、500 shares held by spouse.4 Asteck,S.A.;See Point 20.Statutory Auditor As at 31st December,2016,the Statutory Auditor,PricewaterhouseCoopers&Associados,SROC,Lda.,did not hold any shares or bonds of Jernimo Martins,SGPS,S.A.and did not make any transactions,during 2016,with Jernimo Martins,SGPS,S.A.s
32、ecurities.9.Special Powers of the Board of Directors,especially as Regards Resolutions on the Capital Increase(Art.245.-A/1/i)PSC)With an Indication as to the Allocation Date,Time Period Within Which Said Powers May Be Carried Out,the Upper Ceiling for the Capital Increase the Amount Already Issued
33、Pursuant to the Allocation of Powers and Mode of Implementing the Powers Assigned Any capital increase is subject to prior deliberation by the General Shareholders Meeting.2016 Annual Report Corporate Governance Shareholder Structure 7 10.Information on Any Significant Business Relationships between
34、 the Holders of Qualifying Holdings and the Company Pursuant to the policy that has been followed by the Company in this area,no business was carried out by the Company with the owners of Qualifying Holdings or entities in any type of relationship with the owners of such holdings,outside of normal m
35、arket conditions.As disclosed to the market on 30th September 2016,the Company sold 100%of the shares of its subsidiary Monterroio Industry&Investments B.V.(“Monterroio”)to Sociedade Francisco Manuel dos Santos B.V.(SFMS),which resulted in the immediate receipt of 310 million euros.The impact of thi
36、s transaction in Jernimo Martins is detailed in Chapter III,in the Notes to the Consolidated Financial Statements.The company sold Monterroio was the sub-holding for manufacturing and services businesses comprising its subsidiaries Jernimo Martins Distribuio de Produtos de Consumo,Lda.and Jernimo Ma
37、rtins Restaurao e Servios,S.A.,fully owned(100%),as well as the shareholdings in Unilever Jernimo Martins,Lda.(45%),Gallo Worldwide,Lda.(45%),Hussel Ibria Chocolates e Confeitaria,S.A.(51%)and Perfumes e Cosmticos Puig Portugal Distribuidora,S.A.(27.545%).Considering the strategic fit of these busin
38、esses within Jernimo Martins portfolio,the Company bought back to a subsidiary company of SFMS,as from 31st December 2016,through the company Tagus Retail&Services Investments B.V.,the control of 100%of the share capital in Jernimo Martins Restaurao e Servios,S.A.and of 51%of the share capital in Hu
39、ssel Ibria Chocolates e Confeitaria,S.A.Besides the transactions above detailed,there are no significant business relationships between holders of Qualifying Holdings and the Company.2016 Annual Report Corporate Governance Corporate Bodies and Committees 8 Section B CORPORATE BODIES AND COMMITTEES S
40、ubsection I General Meeting A.Composition of the Presiding Board of the General Meeting 11.Details and Position of the Members of the Presiding Board of the General Meeting and Respective Term of Office(Beginning and End)Abel Bernardino Teixeira Mesquita and Tiago Ferreira de Lemos were in office as
41、 Chairman and Secretary of the General Shareholders Meeting,respectively,until 14th April 2016.On 14th April 2016,Abel Bernardino Teixeira Mesquita and Nuno de Deus Pinheiro were appointed as Chairman and Secretary of the General Shareholders Meeting,respectively,for the term 2016-2018.B.Exercising
42、the Right to Vote 12.Any Restrictions on the Right to Vote,Such as Restrictions on Voting Rights Subject to Holding a Number or Percentage of Shares,Deadlines for Exercising Voting Rights,or Systems Whereby the Financial Rights Attaching to Securities are Separated from the Holding of Securities(Art
43、.245.-A/1/f PSC)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
44、rule that each 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 o
45、r restraints 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 Shareho
46、lders Meeting 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.2016 Annual Re
47、port Corporate Governance Corporate Bodies and Committees 9 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
48、 the General Meeting:i.On the Record 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 C
49、hairman of the General Shareholders 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 nu
50、mber of shares registered under 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
51、the General Shareholders Meeting,and it is the responsibility of the Chairman of the Board of the General 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 shar
52、eholder or a shareholders representative 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 f
53、orm to exercise the right to vote by post 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,
54、exceeding the recommendations of the CMVM 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 M
55、eetings.Thus,shareholders must state their 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,s
56、hareholders must indicate the address of 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 shareh
57、older exercises its right to vote.2016 Annual Report Corporate Governance Corporate Bodies and Committees 10 13.Details of the 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 Art.20/1 PSC The Company has
58、not established rules stating that voting rights over a certain number are not counted,when issued by a single shareholder or shareholders related to it.14.Details of Shareholders Resolutions That,Imposed By The Articles Of Association,May Only Be Taken With a Qualified Majority,In Addition To Those
59、 Legally Provided,and Details of Said Majority There is no special rule in the Articles of Association regarding deliberative quorums.Subsection II Management and Supervision (Board of Directors)A.Composition 15.Details of Corporate Governance Model Adopted The Company has adopted the anglo-saxon go
60、vernance model which corresponds to the option foreseen in subparagraph b)of Article 278 of the Commercial Companies Code.According to this model the management and supervision of the Company are organized through a Board of Directors,which includes the Audit Committee,and a Statutory Auditor.16.Art
61、icles of Association Rules on the Procedural Requirements Governing the Appointment and Replacement of Members of the Board of Directors(Art.245-A/1/h PSC)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
62、 Shareholders Meeting pursuant to the 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 th
63、at in the event of death,resignation or impediment,whether temporary or definitive,of any of its members,the Board of Directors will agree on a substitute.If the appointment does not occur within 60 days of the absence of the Director,the Audit Committee will be responsible for appointing the substi
64、tute.According to Article one of the respective Regulations,and Article Nineteen of the Articles of Association,the Audit Committee is composed of three Members of the Board of Directors,one of whom will be its Chairman.The members of the Audit Committee are appointed simultaneously with the members
65、 of the Board of Directors,and the lists of proposed members of the latter body must indicate those that are 2016 Annual Report Corporate Governance Corporate Bodies and Committees 11 intended to form the Audit Committee.The members of the Audit Committee cannot perform executive roles in the Compan
66、y.There is no specific regulatory provision regarding the appointment and replacement of Members of the Audit Committee,being applicable only what is set forth in law.17.Composition of the Board of Directors,With Details of the Articles of Associations Minimum and Maximum Number of Members,Duration
67、of Term of Office,Number of Effective Members,Date When First Appointed and End of the Term of Office of Each Member According to the Articles of Associations,the Board of Directors is comprised of a minimum of seven and a maximum of eleven members,elected by the General Shareholders Meeting for thr
68、ee year terms.During 2016,the Board of Directors had the composition indicated below,being currently composed of nine effective members,who were elected at the General Meeting held on 14th April 2016 for the term of office 2016-2018:Pedro Manuel de Castro Soares dos Santos Chairman of the Board of D
69、irectors since 18 December 2013 CEO First appointment on 31st March 1995 Expiry of the term of office on 31st December 2018 Andrzej Szlezak Non-Executive Director First appointment on 10th April 2013 Expiry of the term of office on 31st December 2018 Antnio Pedro de Carvalho Viana-Baptista Independe
70、nt Non-Executive Director First appointment on 9th April 2010 Expiry of the term of office on 31st December 2018 Artur Stefan Kirsten Non-Executive Director First appointment on April 2010(term of office expired on February 2011)New appointment on 9th April 2015.Expiry of the term of office on 31st
71、December 2018 Clara Christina Streit Independent Non-Executive Director First appointment on 9th April 2015 Expiry of the term of office on 31st December 2018 Francisco Manuel Seixas da Costa Independent Non-Executive Director First appointment on 10th April 2013 Expiry of the term of office on 31st
72、 December 2018 Hans Eggerstedt Non-Executive Director First appointment on 29th June 2001 Expiry of the term of office on 31st December 2018 2016 Annual Report Corporate Governance Corporate Bodies and Committees 12 Henrique Manuel da Silveira e Castro Soares dos Santos Non-Executive Director First
73、appointment on 9th April 2015 Expiry of the term of office on 31st December 2018 Srgio Tavares Rebelo Independent Non-Executive Director First appointment on 10th April 2013 Expiry of the term of office on 31st December 2018 *Alan Johnson Non-Executive Director First appointment on 30th March 2012 E
74、xpiry of the term of office on 31st December 2015.In office until 14th April 2016 Nicolaas Pronk Non-Executive Director First appointment on 30th March 2007 Expiry of the term of office on 31st December 2015.In office until 14th April 2016 18.Distinction to be Drawn Between Executive and Non-Executi
75、ve Directors And,as Regards Non-Executive Members,Details of Members that May Be Considered Independent The Company seeks a balance in the composition of the Board of Directors through the integration of Non-Executive Directors and Independent Directors alongside the Executive Director,in the scope
76、of a delegation of duties,the respective discrimination of which being referred in point 17,above.The distinctive criterium used by the Company coincides with that of the EU Commissions Recommendation 2005/162/EC,of 15th February 2005,being considered as Executive Director any member who is engaged
77、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 a wide range of technical skills,contact
78、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 monitoring,supervision and assessment of the activ
79、ity 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 shareholders is further reinforced by the existenc
80、e 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 in the evaluation made by the Board of Dire
81、ctors,Francisco Seixas da Costa,Antnio Viana-2016 Annual Report Corporate Governance Corporate Bodies and Committees 13 Baptista,Clara Christina Streit,Srgio Rebelo and Hans Eggerstedt qualify as Independent Directors.The latter three Directors are also members of the Audit Committee and therefore t
82、hey are subject further to the independence criteria indicated in paragraph 5 of Article 414 of the Commercial Companies Code.According to these criteria Director Hans Eggerstedt cannot be regarded as independent.Each of the members of the Audit Committee also complies with the rules of incompatibil
83、ity laid down in paragraph 1 of Article 414-A of the Commercial Companies Code,except that provided for in sub-paragraph b).Being the number of Independent Directors of four,in accordance to the criteria above mentioned,out of a total of nine Directors,the Company complies with recommendation II.1.7
84、.(2013 CMVMs Recommendations),also in the part where it establishes that Non-Executive Directors shall include an appropriate number of independent members(in casu,half of such Directors).19.Professional Qualifications and Other Relevant Curricular Information of Each Member of the Board of Director
85、s Pedro Soares dos Santos joined the Operating Division of Pingo Doce in 1983.In 1985,he joined the Sales and Marketing Department of Iglo/Unilever,and five years later,assumed the post of Assistant Director of Recheio Operations.In 1995,he was named General Manager of the latter Company.Between 199
86、9 and 2000 he accepted responsibility for operations in Poland and in Brazil.In 2001,he also assumed responsibility for the operations area for Food Distribution in Portugal.He has been a Director of Jernimo Martins,SGPS,S.A.since 31st March 1995,and has been Chief Executive Officer since 9th April
87、2010 and Chairman of the Board of Directors of the Company since 18th December 2013.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 Cha
88、mber of 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),w
89、hich he 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 p
90、rivatization 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
91、 this Court.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 fo
92、reign-language publications,in the fields of civil,commercial and arbitration law.He has been a Non-Executive Director of the Company,since 10th April 2013.Antnio Viana-Baptista holds a Degree in Economics from Universidade Catlica Portuguesa(1980),has a postgraduate diploma in European Economics fr
93、om Universidade Catlica Portuguesa(1981)and an MBA from INSEAD(Fontainebleau,1983).Between 1985 and 1991,he was Principal Partner of Mckinsey&Co.in the 2016 Annual Report Corporate Governance Corporate Bodies and Committees 14 Madrid and Lisbon offices.He held the post of Director in the Banco Portu
94、gus de Investimento,between 1991 and 1998.From 1998 to 2002,he was Chairman and CEO of Telefnica International.From 2002 to 2006 he was Chairman and CEO of Telefnica Mviles S.A.From 2006 to 2008,he was Chairman and CEO of Telefnica Espaa.Between 2000 and 2008,he was a Non-Executive Director of the B
95、oard of Directors of Portugal Telecom.He was CEO of Crdit Suisse AG for Spain and Portugal,from 2011 to 2016,acting currently as a consultant of that company.He has been Non-Executive Director of the Company,since 9th April 2010.Artur Stefan Kirsten is a German national and took his master degree in
96、 Business Economics and Informatics,from 1981 to 1986,at the FernUniversitt Hagen and Georg-August-Universitt Gttingen.In 1991,he has taken his Doctorate Degree followed later by the Stanford Executive Program with the Graduate School of Business of Stanford University in California.Since 1995 he ha
97、s been teaching at different universities in Germany and abroad.Dr.Kirsten has been appointed to a professorship with the Westfaelische University in Gelsenkirchen since 2001.He serves as the Chief Financial Officer of Vonovia SE(former Deutsche Annington SE)where he has been a member of the Managem
98、ent Board since 1st January 2011.He was Member of the Board of Directors of the Company,from April 2010 to February 2011,and he is currently a Board member at Sociedade Francisco Manuel dos Santos BV.His previous positions were as Chief Executive Officer(CEO)of Majid Al Futtaiim Group LLC,a real est
99、ate development company focusing mainly on property,retail and ventures in the Emirates,and Chief Financial Officer(CFO)of Metro AG and ThyssenKrupp AG in Germany.He has been Non-Executive Director of the Company,since 9th April 2015.Clara Christina Streit is both a US and German citizen and holds a
100、 Masters Degree in Business Administration from the University of St.Gallen,Switzerland.She serves as an Associate Professor at the Lisbon Nova e Catlica Universities and independent Non-Executive Director of several European corporations.She began her career as a Consultant at McKinsey&Company wher
101、e she retired as Senior Partner in 2012,after more than 20 years of experience as an advisor to financial institutions.She serves as a Director of Bank Vontobel AG,since 2011,where she is also a member of the Nomination and Compensation Committee.Since 2013,she has been a Member of the Supervisory B
102、oard and Chairs the Nomination Committee of the Dutch insurance company Delta Lloyd N.V.She is also a member of the Supervisory Board of the German property company Vonovia SE(former Deutsche Annington SE).From May 2015,she is a Member of the Board of Directors and of the Internal Controls&Risks and
103、 Corporate Governance,HR&Nomination Committees at Unicredit S.p.A,Milan.She has been Non-Executive Director of the Company,since 9th April 2015.Francisco Seixas da Costa has a degree in Political and Social Sciences from the Universidade Tcnica of Lisbon.He started his diplomatic career in 1975 as a
104、 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 coordinator for the negotiation of t
105、he 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 Representative to the Organiz
106、ation 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 Consultative Council of Fun
107、dao Calouste Gulbenkian and member of the 2016 Annual Report Corporate Governance Corporate Bodies and Committees 15 Strategic Council of Mota-Engil,SGPS,S.A.Since 2014,he is a professor in Universidade Autnoma de Lisboa.In April 2016,he was appointed Director and member of the Nominations and Remun
108、erations Committee of EDP Renovveis.He is a columnist and cooperates with several publications,also being the author of several works on international issues and security.He has been a Non-Executive Director of the Company,since 10th April 2013.Hans Eggerstedt is a German national,with a degree in E
109、conomics from the University of Hamburg.He joined Unilever in 1964,where he has spent his entire career.Among other positions,he was Director of Retail Operations,Ice Cream and Frozen Foods in Germany,President and CEO of Unilever Turkey,Regional Director for Central and Eastern Europe,Financial Dir
110、ector 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 been Non-Executive D
111、irector of Jernimo Martins,SGPS,S.A.,since 29th June 2001.Henrique Soares dos Santos holds a Degree in Management by Instituto Superior de Gesto and is an Alumni of INSEAD.He began his career in 1993 as Management Accountant Trainee at Fima-Produtos Alimentares S.A.,and one year later was Assistant
112、of the Management Accounting Director.He served as Budget Controller of Jernimo Martins,SGPS,S.A.,between 1996 and 1997,the year he started serving as Treasury Manager of Eurocash Sp z.o.o in Poland,until 1998.The following year he was appointed Financial Controller of Jernimo Martins Retail Activit
113、y Polska Sp z.o.o.In 2001,he served as Deputy Group Controller in 2001,the same year he was appointed Chief of Staff to the Chairman of the Board of Directors,a position he held until 2002.He last served as both Company Secretary and Chief Information Security Officer of Jernimo Martins,SGPS,S.A.He
114、is a Member of the Board of Directors of Jernimo Martins-Servios,S.A.,of Arica Holding BV,of Sindcom lnvestimentos,Participaes e Gesto,S.A.,as well as of Nesfia-Sociedade Imobiliria,S.A.and of Waterventures Consultoria,Projectos e Investimentos,S.A.He has been Non-Executive Director of the Company,s
115、ince 9th April 2015.Srgio Tavares Rebelo has a degree in Economy from Universidade Catlica Portuguesa.He also has a M.Sc.in Operations Research from Instituto Superior Tcnico of Lisbon,as well as a M.A.and a Ph.D.in Economy from University of Rochester.He began his academic career as an instructor a
116、t 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 1997,he h
117、as 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 Sachs,s
118、ince April 2012,and was appointed Non-Executive Director of Integrated DNA Technologies,as from September 2015.He has been Non-Executive Director of the Company,since 10th April 2013.*Alan Johnson is a British national,with a degree in Finance&Accounting obtained in the UK.He joined Unilever in 1976
119、,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 2016 Annual Report Corporate Governance Corporate Bodies and Committees 16 Vice Presi
120、dent Strategy&Finance for Europe,Senior Vice President Finance&IT and CFO of Unilever Foods Division worldwide.Until March 2011,he was Chief Audit Executive,based in Rotterdam.He was a member of the Market Oversight Committee of the Chartered Association of Certified Accountants,between 2007 and 201
121、3,and has been a member of the Professional Accountants in Business Committee of the International Federation of Accountants based in New York,since 2011.In January 2012,he joined the Jernimo Martins Group as Chief Financial Officer,having been Director of Jernimo Martins,SGPS,S.A.,from 30th March 2
122、012 to 14th April 2016.Nicolaas Pronk is a Dutch national and has a degree in Finance,Auditing,and Information Technology.Between 1981 and 1989,he worked for KPMG in the Financial Audit area for Dutch and foreign companies.In 1989,he joined the Heerema Group,created the Internal Audit Department,and
123、 since then has performed various functions within the Group,having been responsible for various acquisitions and disinvestments and defining Corporate Governance.Since 1999,he has been the Financial Director of the Heerema Group,including responsibility for the areas of Finance,Treasury,Corporate G
124、overnance,Insurance and Taxation,reporting to that Groups President.He was Non-Executive Director of the Company,from 30th March 2007 to 14th April 2016.20.Customary and Meaningful Family,Professional or Business Relationships of Members of the Board of Directors,with Shareholders That are Assigned
125、Qualifying Holdings That are Greater Than 2%of the Voting Rights Member of the Board of Directors Type of Relationship Shareholder with Qualifying Holding Artur Stefan Kirsten Director Sociedade Francisco Manuel dos Santos,B.V.Nicolaas Pronk 1 Director Asteck,S.A.1 Expiry of the term of office on 14
126、th April,2016.2016 Annual Report Corporate Governance Corporate Bodies and Committees 17 21.Organisational Charts Concerning the Allocation of Powers Between the Various Corporate Boards,Committees and/or Departments Within the Company,Including Information on Delegating Powers,Particularly as Regar
127、ds the Delegation of the Companys Daily Management 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
128、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.Poland Portugal Agro Business Jernimo Martins Agro-Alimentar JERNIMO MARTINS,SGPS,S.A.Board o
129、f Directors Committee on Corporate 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 Food Distribution Biedronka Neighborhood stores Hebe
130、Drugstore Recheio Cash&Carry Pingo Doce Supermarket Colombia Organisational Structure Business Structure ARA Neighborhood stores Jeronymo Coffee Shops Hussel Chocolates and Confectionery Distribution Specialised Retail Portugal Poland 2016 Annual Report Corporate Governance Corporate Bodies and Comm
131、ittees 18 Delegation of Powers and Coordination of Non-Executive Directors The Board of 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:a.to manage all corporate busines
132、ses 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 as
133、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 supervi
134、sion 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 Company t
135、o 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,indepe
136、ndently 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 on
137、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 Meet
138、ing 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 instruction
139、s,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 include
140、d 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 the
141、 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,the amount of which does not exceed
142、 by more than 10%each heading contained in those Plans.2016 Annual Report Corporate Governance Corporate Bodies and Committees 19 In 2016,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
143、the duties delegated by the Board,in relation to the daily management of the businesses within the corporate purpose of the Company.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 t
144、hose regarding the definition of general policies of the Company and the corporate structure of the Group and those that,due to their importance and special nature,may significantly impact on the business activity of the Group.The matters referred to in Article 407(4)of the Commercial Companies Code
145、 are off-limits to the Chief Executive Officer.Apart from the powers on strategic matters of management of the Group,the Board of Directors has effective control on directing corporate activities by always seeking to be duly informed and by ensuring the supervision of the Companys management,having
146、implemented mechanisms that 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 N
147、on-Executive Directors in 2016 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 Acti
148、vities of Non-Executive Directors,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,para
149、graph 8 of the Commercial 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
150、 of the Board of Directors 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.S
151、till on the terms of such 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-E
152、xecutive Directors all the 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 s
153、hall also be made available to the remainder members of the Board of Directors.2016 Annual Report Corporate Governance Corporate Bodies and Committees 20 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 t
154、he Companys Secretary(who shall inform the Chairman of the Board of Directors about the summons),pursuant to the terms foreseen in the Board of Directors Regulations.In order to allow for an independent and informed participation of Non-Executive Directors in the meetings of the Board of Directors o
155、r in the meetings of the Specialised Committees 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 preli
156、minary documentation,pursuant to the terms and 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 Comm
157、ittee as well as a copy of any other minutes of the meetings of Corporate Bodies or Specialised 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 Com
158、mittee or the decisions of the Executive Directors.Organisational Structure and Division of Responsibilities Jernimo Martins,SGPS,S.A.is the Holding Company of the Group and,as such is responsible for the main guidelines for the various business areas,as well as for ensuring consistency between the
159、established objectives and available resources.The Holding Companys services include a set of Functional Divisions which provide support for Corporate Centre and services to the Operating Areas of the Groups companies,in the different geographical areas in which they operate.In operational terms,Jer
160、nimo Martins is organised into three business segments:i.Food Distribution,ii.Specialised Retail and iii.Agro Business,being its major focus on the first one.The Distribution segment Food and Specialised Retail is organised into Geographical Areas and Operating Areas(under different brands).The Agro
161、 Business segment serves,essentially,as a support to Food Distribution,at the present time only in Portugal,guaranteeing the supply and differentiation in relevant categories.Holding Company Functional Divisions The Holding Company is responsible for:i.defining and implementing the development strat
162、egy of the Groups portfolio;ii.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.2016
163、 Annual Report Corporate Governance Corporate Bodies and Committees 21 The Holding Companys functional divisions are organised as follows:Internal Audit Madalena Mena Corporate Communications and Responsibility Sara Miranda Financial Operations ConceioCarrapeta International Expansion and Strategy N
164、uno Abrantes Financial Control Antnio Pereira Information Technology Benedetto Conversano Information Security Nuno Galveia Security Eduardo Dias Costa Investor Relations Cludia Falco Human Resources Marta Maia Fiscal Affairs Rita Marques Quality and Private Brand Development Carlos Santos JERNIMO M
165、ARTINS GROUP Functional Divisions of Corporate Support Environment and Food Safety Fernando Frade Marketing and Customer Andr Ribeiro de Faria Legal Affairs Carlos Martins Ferreira Risk Management Pedro Correia Environment and Food Safety Responsible for defining the strategy,policies and procedures
166、 to be implemented within the areas under its responsibility across all the countries where the Jernimo Martins Group is present.Concerning the environment,Jernimo Martins has defined the principle of establishing strategies,processes,projects,goals and targets,as part of the value chain,in order to
167、 minimise the direct and indirect impacts caused by its operations,especially those linked to the consumption of energy and water,to ensure the proper use of materials,to implement correct waste management and to protect biodiversity.The main actions and results implemented in 2016 can be found in t
168、he Chapter V of the Annual Report.A crucial activity at Jernimo Martins is Food Safety.Management continues to reinforce the customer information component,thus contributing to maintain the freshness and quality of our products until the moment of consumption.There was a strong bet on the on-the-job
169、 training and on accompanying the introduction of legislation concerning the information provided and food safety for the consumer.Legal Affairs Ensures ongoing legal assistance to the Company,preparing contracts,opinions and studies,assisting the Board of Directors in decision making,implementing r
170、isk planning policies and giving support to other Functional Divisions.It 2016 Annual Report Corporate Governance Corporate Bodies and Committees 22 also ensures the necessary coordination between the legal departments of subsidiaries in the different jurisdictions in which they operate.In 2016,this
171、 Division continued to focus on monitoring the evolution of 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
172、had an important role regarding the prevention of legal disputes,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,ensur
173、ing their compliance with the Groups and each business units procedures,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 Committee.T
174、he 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 strengthening th
175、e integration of environmental,social and ethical issues in the value chain,preserving and developing the Groups reputation capital.It acts as an agent of inter-departmental integration,promoting the alignment of messages and practices with the values and goals of the Group.In 2016,it was responsibl
176、e for the leadership of the conception,development and implementation project for a new corporate Intranet with the OUR JM brand.Also in the digital area,it conceived,defined,developed and implemented the strategy and the contents for the launch of the Jernimo Martins corporate channel on YouTube,wh
177、ich can be accessed on the manager of the LinkedIn corporate page,in partnership with Human Resources,this Department kept on managing this channel.It can be accessed on also organised the 5th Sustainability Conference,addressed to both its top management and strategic partners,which was also attend
178、ed by Government and Non-Government Organisations,as well as other agents in the Food Distribution industry.Finally,it launched the Groups multi-stakeholder external corporate magazine “Feed”with the objective of sharing new perspectives on the big issues that influence the societies where Jernimo M
179、artins develops its businesses.“Feed”is published every six months,with limited circulation,having an online version,which can be accessed on http:/.Financial Control Responsible for providing financial information to support decision-making by the Companys Corporate Bodies.It encompasses the areas
180、of Consolidation and Accounting,Financial Planning and Control.2016 Annual Report Corporate Governance Corporate Bodies and Committees 23 The Consolidation and Accounting area prepares consolidated financial information in order to comply with statutory and legal obligations and supports the Board o
181、f Directors by implementing and monitoring the policies and the accounting principles adopted by the Group.It also supervises the financial reporting of the different Group Companies to ensure that it conforms to the standards,supporting the Companies in the accounting assessment of non-recurrent tr
182、ansactions,as well as restructuring and expansion operations.The area of Planning 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,mon
183、itoring the performance of the different business units of the Group and investigating 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 a
184、chieved.It also makes a financial assessment of all investment projects that are relevant for the Group,providing support to the Managing Committee for its approval and subsequent follow-up.In 2016,it focused its activity on several ownership structure restructuring projects,M&A operations and Dives
185、tments.It also supported and monitored the performance of the business units,with special focus on the new businesses,and supported the development of the medium and long-term strategic plans of the Group.International Expansion and Strategy Responsible for prospecting and analysing opportunities to
186、 develop the Groups 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
187、 activity on markets 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 in
188、dividual Group Companies.During 2016,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 wit
189、h legislation in force and in 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 2016,it gave the necessary technical support in all own
190、ership restructuring operations,M&A and Divestments.It monitored the implementation in the Group of the European legislation related with the Base Erosion and Profit Shifting(BEPS).Through the associations that represent the sector it ensured the defense of the 2016 Annual Report Corporate Governanc
191、e Corporate Bodies and Committees 24 Groups interests,whether collaborating on the clarification and implementation of new legislation,or in the public debate of legislative projects.Risk Management Responsible for implementing the Groups risk management policies and procedures,as well as for provid
192、ing the necessary support to the Governance Bodies of the Company in identifying any risks that might compromise the strategy defined by the Group,as well as its business objectives.The activities carried out in the area of Risk Management are described in points 52 to 55 of this Report.Marketing&Co
193、nsumer Office-Office responsible for Marketings strategic vision according to a consumer centric perspective with special focus on the Digital area.It is this areas priority to understand thoroughly the clients so that the same are provided with an always improving experience in each of the Groups b
194、rands.For this are used tools and methodologies in Data and Consumer Insights that enable the establishment of a relevant interaction and a better experience in all contact points.In 2016,this Office produced a strategic vision for Digital in the Group,prioritising key activities.Additionally it sup
195、ported the Companies in several Marketing,Communication and Digital activities.Financial Operations 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
196、 relations with the financial institutions that already have or intend to have in the future a business relationship with Jernimo Martins in terms of financing,ensuring that these entities fulfil the defined criteria,and also ensuring that the best possible conditions may be obtained at all times.It
197、 also executes treasury planning with the aim of negotiating and implementing,for all the Groups Companies,the most suitable financial sources according to its cash flow generation profile,or to get the highest return with the lowest risk from the excess cash of the Group.A large part of the treasur
198、y activities of Jernimo Martins is centralized in the Holding Company,which is a structure that provides services to all other Companies of the Group.In compliance with the above-described activities,during 2016,new debt was issued to finance the investments in Colombia.Quality and Private Brand Dev
199、elopment Responsible for defining,planning,implementing and controlling 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 2016,the main activities carried out focused on:i
200、.carrying out the defined product and supplier control activities;ii.continuous improvement of Private Brand products by reformulating existing products;iii.increasing anti-fraud controls;iv.maintaining the certifications in Quality and Food Safety;v.rolling-out of the QMS(Quality Management System)
201、for all geographies;vi.conclusion of the Corporate Guidelines for Private Brand-Non-Food Products.2016 Annual Report Corporate Governance Corporate Bodies and Committees 25 Human Resources Founded on the culture and values of Jernimo Martins,this Corporate area is responsible for defining and implem
202、enting the strategy and global policies 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
203、the individual nature of the different Companies.The activities that this Functional Division carried out in 2016 can be found in detail in Chapter V,Section 8-Being a Benchmark Employer-of the Annual Report.Investor Relations Responsible for the communication with investors whether current sharehol
204、ders or not,institutional 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 Portuguese financial markets regulator(CMV
205、M).The activities carried out by this Functional Division can be found in detail in points 56 and 58.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/
206、or violent activities perpetrated in the facilities or against employees of the Group.Information Security Responsible for planning,implementing and maintaining an information security and cibersecurity management system to ensure the confidentiality,integrity and availability of information in all
207、Group Companies and for supporting systems recovery in the event of any disruption to the operations.This Division reports to the Chairman of the Board of Directors.Information Security Officers(ISO)in each country,who report to this Division,ensure local compliance with applicable Information Secur
208、ity Policies and Standards and provide assistance to the respective business and support areas.In 2016,Information Security assessed and mitigated information risks in applications,websites and loyalty programmes.An information security awareness programme was launched and the Group Passwords Policy
209、 was reviewed to improve security on technology systems.Information Technology The mission of the IT function is to support growth of the business in a sustainable way,by leading change through relevant IT innovation in every Company of the Group.The Division is responsible for defining and implemen
210、ting the Global Information Technology Strategy for the Group,for promoting technology-based innovation and for aligning IT systems,policies and processes.The key priorities for 2016 have been along the direction of:1)growing efficient:supporting the organic and geographical expansion of the Group,v
211、ia the implementation of system that leverage our scale,reducing unit cost;2016 Annual Report Corporate Governance Corporate Bodies and Committees 26 2)digital:creating new capabilities to dematerialize paper,selling online in our cash and carry business,and new communication platform for the Group;
212、3)consumer relevant:focusing on the improvement of our assortment and a simpler customer experience.In addition,major progress was made towards the implementation of stronger internal processes,like Enterprise Architecture,Portfolio Management and Project Management.Operational Areas The organisatio
213、nal structure of Jernimo Martins is aimed mainly at ensuring specialisation in the Groups various businesses by creating geographical areas and operational areas,thus guaranteeing the required proximity to the different markets.The Food Distribution business is divided into geographical areas-Portug
214、al,Poland and Colombia and within those countries then further divided into operational areas.In Portugal there are two operational areas:Pingo Doce(Supermarkets and Hypermarkets)and Recheio(Cash&Carry),which encompasses the Food Service division through Caterplus.In Poland there is the operational
215、unit Biedronka(food stores)and in Colombia the unit Ara(food stores).Within the Groups portfolio there is also a business segment devoted to Specialised Retail,existing in Portugal the operational areas Jeronymo(cafeterias)and Hussel(chocolates and confectionery shops)and in Poland the operational a
216、rea Hebe(drugstores)which includes Apteka Na Zdrowie(pharmacies).In the last two years,the Group implemented the first investments in the Agro Business area,starting its activity in the areas of dairy products,beef and aquaculture,with a special focus in the protection and differentiation of the sup
217、ply chain from the operations of Food Distribution.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 Companys website,through the link mentioned in point 61(“Relevant Addresses”)
218、.23.The Number of Meetings Held and the Attendance Report For Each Member of the Board of Directors The Board of Directors,whose duties are described in Article Thirteen of the Companys Articles of Association,meets at least four times a year,and any of its members may be represented at the Board Me
219、etings by another member,by means of a letter addressed to the Chairman.During 2016,the Board of Directors met seven times.The respective minutes were prepared for all meetings.The Directors who have not personally attended Board Meetings have,in general,appointed another Board Member to represent t
220、hem,as statutorily provided,with the 2016 Annual Report Corporate Governance Corporate Bodies and Committees 27 attendance of each Director to the referred meetings during the exercise of respective duties as follows:Pedro Soares dos Santos 100%Alan Johnson1 100%Andrzej Szlezak 100%Antnio Viana-Bapt
221、ista 100%Francisco Seixas da Costa 100%Hans Eggerstedt 100%Nicolaas Pronk1 2 0%Srgio Rebelo 100%Henrique Soares dos Santos3 86%Clara Streit 100%Artur Stefan Kirsten3 86%1 Only the meetings of the Board of Directors held until 14th April,2016,date when the appointment to the Board of Directors ceased
222、,were taken into account.2 In every meeting not attended,the Director in question issued a representation letter,according to the Companys by-laws.3 Absence to meeting of the Board of Directors was due to statement of conflict of interests presented,under Art.410.(6)of the Commercial Companies Code.
223、24.Details of Competent Corporate Boards Undertaking the Performance Appraisal of Executive Directors The assessment of 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
224、of,in the scope of the Remuneration Policy,assessing the individual and collective performance of Executive Directors,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)
225、,currently there are no committees composed exclusively by Directors.Notwithstanding such fact,the performance of Executive 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
226、Assessing Executive Directors Performance The predefined criteria for assessing Executive Directors performance arise from that established in the Remuneration Policy described in point 69.2016 Annual Report Corporate Governance Corporate Bodies and Committees 28 26.The Availability of Each Member o
227、f the Board of Directors and Details of the Positions Held at the Same Time in Other Companies Within and Outside the Group,and Other Relevant Activities Undertaken by Members of This Board Throughout the Financial Year Throughout the said year,the members of the Board of Directors held positions in
228、 other companies,namely:Pedro Soares dos Santos Director of Jernimo 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 Gesto
229、ra de Participaes Sociais,S.A.*Director of JMR Gesto de Empresas de Retalho,SGPS,S.A.*Director of Jernimo Martins Agro-Alimentar,S.A.*Director of Arica Holding B.V.President of the Supervisory Board of Warta Retail&Services Investments B.V.*President of the Supervisory Board of New World Investments
230、 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 Viana-Baptista Director of Semapa,SGPS,S.A.Director of Arica Holding B.V.Artur Stefan Kirsten Member of the Executive Committee and Chief Financial Of
231、ficer of Vonovia SE President of the Supervisory Board of Vonovia Finance B.V.Member of the Supervisory Board of AVW Versicherungsmakler GmbH Director of Sociedade Francisco Manuel dos Santos,B.V.Clara Christina Streit Director(Non-Executive)of Vontobel Holding AG,Vontobel Bank AG(Zurique)Member of
232、the Supervisory Board of Delta Lloyd N.V.Member of the Supervisory Board of Vonovia SE Director(Non-Executive)of Unicredit SpA Francisco Seixas da Costa Member of the Consultive Board of Faculdade de Economia da Universidade de Coimbra Member of the Consultive Board of Faculdade de Cincias Sociais e
233、 Humanas da Universidade Nova de Lisboa Chairman of the Consultive Board of Fundao Calouste Gulbenkian Member of the Strategic Committee of Mota-Engil,S.A.Director(Non-Executive)of EDP Renovveis,S.A.Member of the Nominations and Remunerations Committee of EDP Renovveis,S.A.Director(Non-Executive)of
234、Mota-Engil Engenharia e Construes frica,S.A.Member of the Audit Committee of Mota-Engil Engenharia e Construes frica,S.A.2016 Annual Report Corporate Governance Corporate Bodies and Committees 29 Hans Eggerstedt Director of Arica Holding B.V.Member of the Advisory Board of the Amsterdam Institute of
235、 Finance(The Netherlands)Henrique Soares dos Santos Director of Nesfia Sociedade Imobiliria,S.A.Director of Jernimo Martins-Servios,S.A.*Director of Arica Holding B.V.Director of Sindcom Investimentos,Participaes e Gesto,S.A.Director of Waterventures Consultoria,Projectos e Investimentos,S.A.Srgio T
236、avares Rebelo Member of the Advisory Council to the Global Markets Institute at Goldman Sachs Director(Non-Executive)of Integrated DNA Technologies,Inc.Member of the Supervisory Board of Warta Retail&Services Investments B.V.*Member of the Supervisory Board of New World Investments B.V.*Alan Johnson
237、(until 14th April 2016)Does not hold any position in other companies Nicolaas Pronk(until 14th April 2016)Director of Antillian Holding Company N.V.Director of Aquamondo Insurance N.V.Director of Asteck S.A.Director of Celloteck Finance Luxembourg S.r.l.Director of Celloteck Holding(Luxembourg)S.A.D
238、irector of Epcote S.A.Director of Heavy Transport Group,Inc.Director of Heavy Transport Holding Denmark ApS Director of Heerema Engineering&Project Services,Inc.Director of Heerema Engineering and Project Services(Luxembourg)S.r.l.Director of Heerema Engineering Holding(Luxembourg)S.A.Director of He
239、erema Fabrication Finance(Luxembourg)S.A.Director of Heerema Fabrication Holding S.E.Director of Heerema Group Services S.A.Director of Heerema Holding Services(Antilles)N.V.Director of Heerema International Group Services Holding S.A.Director of Heerema International Group Services S.A.Director of
240、Heerema Marine Contractors Finance(Luxembourg)S.A.Director of Heerema Marine Contractors Holding,S.E.Director of Heerema Transport Finance(Luxembourg)S.r.l.Director of Heerema Transport Finance II(Luxembourg)S.A.The positions held by the members of the Board in other companies did not affect their a
241、vailability to take part in the Companys affairs,as demonstrated in the attendance report mentioned in point 23.*Companies that are part of the Group 2016 Annual Report Corporate Governance Corporate Bodies and Committees 30 C.Committees within the Board of Directors and Board Delegate 27.Details of
242、 the Committees created within the Board of Directors,and the Place Where the Rules on the Functioning Thereof is Available 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,bei
243、ng the Regulation of the Audit Committee available on the Companys website,through the link mentioned in point 61(“Relevant Addresses”).However,some committees were created in the Company,composed by Directors and by other individuals who are not Directors,analysed in point 29.28.Details of the Boar
244、d Delegate The Board of Directors appointed a Chief Executive Officer,responsible for implementing the strategic decisions taken by the Board,in accordance with the delegated powers,and a Managing Committee,responsible for assisting the Chief Executive Officer in the duties delegated to that officer
245、 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 a Summary of Activities Undertaken in Exercising Said Powers Managing Committee The Managing Committee of the Company,which ha
246、s 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),Marta Lopes Maia,Nuno Abrantes,Sara Miranda and Carlos Martins Ferreira.In accordan
247、ce with its regulations,the Managing Committee is responsible for advising the CEO,within the respective delegation of powers,in carrying out the following functions:control over the implementation by the Companies in the Group of the strategic guidelines and policies defined by the Board of Directo
248、rs;financial and accounting control of the Group and of the Companies that are a part thereof;senior coordination of the operational activities of the different Companies in the Group,whether integrated or not in business areas;launching of new businesses and monitoring them until they are implement
249、ed and integrated in the respective business areas;implementation of the management policy of Human Resources defined for the top-level management of the entire Group.In 2016,the Managing Committee held meetings for the exercise of its competences times,having been drawn up minutes of the meetings,w
250、hich were sent to the Chairman of the Board of Directors and to the Companys Secretary.2016 Annual Report Corporate Governance Corporate Bodies and Committees 31 Committee on Corporate Governance and Corporate Responsibility(CCGCR)CCGCR is made up of a minimum of three and a maximum of nine Members,
251、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 dos Santos,as Chairman of CCGCR,with the other Members of the Committee being Andrzej
252、 Szlezak,Francisco S Carneiro,Francisco Seixas da Costa,Henrique Soares dos Santos,Jos Joaquim Gomes Canotilho,Jos Soares dos Santos,Ludo van der Heyden and Sara Miranda.In carrying out its mission,the CCGCR collaborates with the Board of Directors,assessing and submitting to it proposals for strate
253、gic 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 ethics;ii.the business sustainability of the Group;iii.internal codes of ethics and of conduct;and iv
254、.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,CCGCR has the duty to keep up,review and assess the appropriateness of the Companys model of gov
255、ernance 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 changes,deemed adequate.Ethics Committee The Ethics Committee of Jernimo Martins is composed of th
256、ree 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,Agata Wojcik-Ryszawa,Patrcia Farinha and Adriana Olarte.The mission of the Ethics Committee is to p
257、rovide independent supervision of the disclosure of and compliance with the Groups Code of Conduct in all the Companies of the Group.The duties of the Ethics Committee include:i.establishing the channels of communication with the addressees of the Jernimo Martins Group Code of Conduct and gathering
258、such information as may be addressed to it in this connection;ii.ensuring the existence of an adequate system of internal control of compliance with the Jernimo Martins Group Code of Conduct and with the appraisal of the recommendations stemming from such control;iii.appraising such issues as may be
259、 submitted to it by the Board of Directors,by the Audit Committee or by the CCGCR within the scope of compliance with Code of Conduct and with analysing,in abstract,those that may be raised by any employee,customer or business partner(stakeholders);iv.proposing to the CCGCR the adoption of such meas
260、ures as it may deem fit in this connection,including a review of internal procedures and alterations to the Jernimo Martins Group Code of Conduct;and v.drawing up an annual report on its activities to be presented to the Committee on Corporate Governance and Corporate Responsibility.The Ethics Commi
261、ttee reports functionally to the CCGCR,which has responsibilities in the fields of corporate governance,social responsibility,environment and ethics,2016 Annual Report Corporate Governance Corporate Bodies and Committees 32 including those related to the internal codes of ethics and of conduct,havin
262、g held meetings for the exercise of its competences in 2016,of which were drawn up the respective minutes.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
263、 reliability of the internal 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
264、 this latter task,the ICC must obtain regular information on the legal and fiscal contingencies that affect the Companies of the Group.The ICC meets monthly,as a general rule,for the exercise of its competences,having been drawn up minutes of such meetings.It is composed of a Chairman(Alan Johnson)a
265、nd four members(David Duarte,Francisco Martins,Madalena Mena and Henrique Soares dos Santos).None of the members is an Executive Director of the Company.In 2016,the ICC continued its activities of supervision and evaluation of risks and critical processes,analysing the reports prepared by the Intern
266、al Audit Department.As a representative of the External Audit team is invited to attend these meetings,the Committee is also informed of the conclusions of the external audit work that takes place during the year.Subsection III Supervision (Audit Committee)A.Composition 30.Details of the Supervisory
267、 Board(Audit Committee)Representing the Model Adopted The supervisory board of the Company is the Audit Committee,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 for the fo
268、llowing:monitoring the preparation and disclosure of financial information;monitoring the effectiveness of internal control systems,internal auditing and risk management.For this purpose,they may work with the ICC,which shall report to them regularly on their work,pointing out situations that should
269、 be analysed by the Audit Committee;evaluating the external audit on a regular basis;approving activity plans in the area of risk management and following up on their execution,proceeding with the assessment of the recommendations 2016 Annual Report Corporate Governance Corporate Bodies and Committe
270、es 33 resulting from the audit actions and the revisions of the procedures undertaken;looking after the existence of an adequate internal risk management system for the companies of which Jernimo Martins is holder of shares or quotas,ensuring full compliance with its objectives;approving internal au
271、dit activity programmes,which respective Department functionally reports to it,as well as of the external audit;selecting,as proposed by the Managing Committee,the service provider for the external audit;monitoring the legal accounts audit services;assessing and monitoring the independence of the St
272、atutory Auditor,especially when it performs additional services for the Company;issuing prior opinion on transactions of significant importance between the Company and its shareholders with qualifying holdings or entities with them related under the terms of Article 20,no.1 of the Portuguese Securit
273、ies Code,establishing the procedures and criteria necessary to define the level of significant importance.The Audit Committee,for the adequate performance of its duties,requests and appraises all the management information deemed necessary.In addition,it has unrestricted access to the documentation
274、produced by the auditors of the Company,having the possibility to request any information from them it deems necessary and being the first recipient of the final reports prepared by the external auditors.During the previous year,the Audit Committee paid particular attention to the financial risk man
275、agement and to the analysis of the reports and corrective measures proposed by Internal Audit.31.Composition of the Audit Committee,With Details of the Articles of Associations Minimum and Maximum Number of Members,Duration of Term of Office,Number of Effective Members,Date of First Appointment,Date
276、 of End of the Term of Office for Each Member 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.With regard to changes in the composition of the Audit Committee thro
277、ughout 2016,it is to note that,in the General Meeting held on 14th April 2016,it was decided to appoint the members of this body for the term of office 2016-2018.Therefore,due to the applicable legal provisions,the members appointed for the term of office 2013-2015 were in office until 14th April 20
278、16.The composition of the Audit Committee,during 2016,was the following:Srgio Tavares Rebelo Chairman of the Audit Committee First appointment on 10th April 2013 Expiry of the term of office on 31st December 2018 2016 Annual Report Corporate Governance Corporate Bodies and Committees 34 Clara Streit
279、 First appointment on 14th April 2016 Expiry of the term of office on 31st December 2018 Hans Eggerstedt First appointment on 30th March 2007 Expiry of the term of office on 31st December 2018 *Antnio Viana-Baptista First appointment on 9th April 2010 Expiry of the term of office on 31st December 20
280、15.In office until 14th April 2016 32.Details of the Members of the Audit Committee,Which are Considered to be Independent Pursuant to Art.414/5 CSC 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 Cod
281、e,except that provided for in sub-paragraph b).Srgio Tavares Rebelo and Clara Streit comply with the independence criteria foreseen in Article 414,number 5 of the Commercial Companies Code.See point 18 concerning Hans Eggerstedt.33.Professional Qualifications of each Member of the Audit Committee an
282、d Other Important Curricular Information The professional qualifications of the members 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 fact that the vast experience of the mem
283、bers of the Committee in corporate body positions,as well as to their special technical merit in this particular matter,have created particular added value for the Company.The Chairman of the Audit Committee,Srgio Tavares Rebelo,is recognised internationally as one of the best economists of today,ha
284、ving distinguished as a professor of International Finance at Kellogg School of Management.He acted as a consultant of several financial institutions,including,inter alia,the World Bank,the International Monetary Fund and the Bank of Portugal,as well as having occupied several positions in non-profi
285、t organizations.His outstanding academic background and his knowledge on risk management issues,e.g.,financial,apart from his assertiveness and discernment in raising issues about the businesses and the countries where they operate,ensure him a special competence for the assignment as Chairman of th
286、e supervision body of the Company.2016 Annual Report Corporate Governance Corporate Bodies and Committees 35 B.Functioning 34.Availability and Place Where the Rules On The Functioning of the Audit Committee May Be Viewed The Regulation of the Audit Committee is available on the Companys website,thro
287、ugh the link mentioned in point 61(“Relevant Addresses”).35.The Number of Meetings Held and the Attendance Report for Each Member of The Audit Committee The Audit Committee meets,at least,once every three months and is responsible for supervising Company management,carrying out the duties attributed
288、 by law and by Article Twenty of the Articles of Association.During 2016,the Audit Committee met seven times and all meetings were duly minuted.The attendance of each Director at the meetings during the exercise of the respective duties,measured in terms of personal attendance,was as follows:Hans Eg
289、gerstedt 100%Antnio Viana-Baptista1 100%Srgio Rebelo 100%Clara Streit2 100%1 Only the meetings held until 14th April 2016 were taken into account.2 Only the meetings held from 14th April 2016 were taken into account.36.The Availability of Each Member of the Audit Committee,Indicating the Positions H
290、eld Simultaneously in Other Companies Inside and Outside the Group,and Other Relevant Activities Undertaken by Members of These Boards Throughout the Financial Year The members of the Audit Committee have always been available for the Companys affairs during 2016,having participated in the same when
291、 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.Powers and Duties 37.A Description of the Procedures and C
292、riteria Applicable to the Supervisory Body for The Purposes of Hiring Additional Services From the External Auditor In the terms of Law no.148/2015,of 9th September,the provision of services other than audit services,is subject to the verification of its adequacy(under the point of 2016 Annual Repor
293、t Corporate Governance Corporate Bodies and Committees 36 view of threats to independence and safeguard measures that eventually may be necessary)and prior approval of the Audit Committee,duly substantiated.38.Other Duties of the Supervisory Body The duties of the Audit Committee are described in po
294、int 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.183,registered at the CMVM(Portuguese Sec
295、urities Market Commission)under no.20161485,represented by Joo Rui Fernandes Ramos,ROC no.1333 or by Antnio Joaquim Brochado Correia,ROC no.1076.40.Statement on the Number of Years that the Statutory Auditor Consecutively Carries Out Duties With the Company and/or Group The Companys Statutory Audito
296、r carries out duties with the Company for 28 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 auditors,members of the PricewaterhouseCoopers&Associados,Sociedade de Revisores Oficiais de Con
297、tas,Lda.Network,carried out that role at Jernimo Martins is taken into account.41.Description of Other Services that the Statutory Auditor Provides to the Company The Statutory Auditor also carries out the role of the Companys External Auditor,as mentioned in point 42.In point 46 is made reference t
298、o other services carried out by the Statutory Auditor for the Company.Subsection V External Auditor 42.Details of the External Auditor Appointed in Accordance With Art.8 PSC and the Partner That Represents the Same in Carrying out These Duties,and the Respective Registration Number at the CMVM The E
299、xternal Auditor is PricewaterhouseCoopers&Associados,Sociedade de Revisores Oficiais de Contas,Lda.,ROC(Chartered Accountant)No.183,registered at the CMVM(Portuguese Securities Market Commission)under no.20161485,represented by Joo Rui Fernandes Ramos,ROC no.1333,or by Antnio Joaquim Brochado Correi
300、a,ROC no.1076.2016 Annual Report Corporate Governance Corporate Bodies and Committees 37 During 2016,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
301、 the exercise of its activity,as well as making the necessary recommendations regarding the procedures and mechanisms that were analysed.The External Auditor was able to verify the implementation of the remuneration policies and systems by reviewing the minutes of the Remuneration Committees meeting
302、s,the remuneration policy in force and other accounting and financial information that is essential for that purpose.43.Statement on the 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 Co
303、mpany and/or Group PricewaterhouseCoopers&Associados,Sociedade de Revisores Oficiais de Contas,Lda.has been carrying out the role of External Auditor to the Company for 28 years,taking into account,in calculating the said number of years,the period in which other statutory auditors,members of the Pr
304、icewaterhouseCoopers&Associados,Sociedade de Revisores Oficiais de Contas,Lda.Network,carried out that role at Jernimo Martins.The partner that represents the External Auditor has been carrying out that role for the Company since 14th April 2016.44.Rotation Policy and Schedule of the External Audito
305、r and the Respective Partner That Represents Said Auditor in Carrying Out Such Duties With regard to the rotation of the External Auditor,until the entry into force of the new Legal Regime of Portuguese Statutory Auditors,approved by Law nr.140/2015,of 7th September,the Company did not set any exter
306、nal auditor rotation policy based on a pre-defined number of years,taking into account the fact that disadvantages have been identified for the auditing role when approaching the end of the pre-defined period of performance of duties.Alternatively,bearing in mind that the Audit Committee is the body
307、 responsible for determining the conditions for maintaining,rotating or replacing the External Auditor,this body performed an annual assessment of the External Auditor,checked the independence necessary for it to remain in office and carried out an analysis of the cost/benefit of changing the Extern
308、al Auditor,advising on the respective maintenance or otherwise.The entry into force of the new Legal Regime of Portuguese Statutory Auditors,on 1st January 2016 foresees a new regime which is applicable to the rotation of statutory auditors of public-interest entities,having the Securities Exchange
309、Commission(CMVM)expressed the understanding that,under said Law nr.140/2015,the Companys current Statutory Auditor had reached the maximum duration period of engagement with the Company.Considering that Portuguese law does not foresee a transition period long enough to allow companies to adopt the n
310、ecessary changes without eventual disruptions,2016 Annual Report Corporate Governance Corporate Bodies and Committees 38 particularly in what concerns the elimination of prohibited services so that to guarantee a larger number of Statutory Auditors to participate in a tender,the Company asked CMVM f
311、or authorization to reappoint the current Statutory Auditor for the maximum period of one financial year,in order to complete,during 2016,the selection process for a new Statutory Auditor to be proposed by the Audit Committee to be voted by the shareholders in a General Meeting.Under the terms of ar
312、ticle 17,paragraph 6 of Regulation(EU)No.537/2014,CMVM decided to grant an extension to reappoint the current Statutory Auditor referred in point 42,for a further engagement for 2016,without prejudice of it staying in office until the designation of a new Statutory Auditor and of fulfilling its duti
313、es to certify the accounts for 2016.Following the decision of CMVM,the Audit Committee,having previously assessed the respective performance and independence,found that the conditions that allowed the Statutory Auditor and External Auditor to be reinstated for the 2016 financial year were met.Noneth
314、eless,it was carried out by the Audit Committee,during 2016,a selection process for the election of a new Statutory Auditor at the 2017 Annual General Meeting.45.Details of the Board Responsible for Assessing the External Auditor and the Regular Intervals When Said Assessment is Carried Out The Audi
315、t Committee is the responsible body for evaluating the performance of the External 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 favourabl
316、e opinion for its maintenance for the year 2016.46.Details of Services,Other Than Auditing,carried out by the External Auditor for the Company and/or Companies in a Control Relationship and an Indication of the Internal Procedures for Approving the Recruitment of Such Services and a Statement on the
317、 Reasons for Said Recruitment From the non-audit services requested by Groups Companies to the External Auditor and other entities belonging to the same network,totalling 91,450 euros,reference is made to those concerning access to a tax database,audit reliability services under applicable laws in t
318、he countries where the Group operates,support services in the field of human resources and certification of the carbon footprint calculation.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 th
319、e entities belonging to its network were considered as those which could best perform the said services.Besides being carried out by employees who do not participate in any auditing work for the Group,these services are marginal to the work of the auditors and do not affect,either by their nature or
320、 by their amount,the independence of the External Auditor during the performance of its role.As a result of the procedure mentioned in point 37,all services to which is made reference above were subject to prior approval of the Audit Committee,duly substantiated.2016 Annual Report Corporate Governan
321、ce Corporate Bodies and Committees 39 47.Details of the Annual Remuneration Paid by the Company and/or Legal Entities in a Control or Group Relationship to the Auditor and Other Natural or Legal Persons Pertaining to the Same Network and Percentage Breakdown Relating to the Following Services In 201
322、6,the total remuneration paid to the External Auditor and other individuals or companies belonging to the same network was 847,037 euros.In percentage terms,the amount referred to is divided as follows:Amount%By the Company Amount for statutory auditing services()95,390 11.3%Amount for audit reliabi
323、lity services()-Amount for tax consulting services()-Amount for other non-statutory auditing services()33,350 3.9%By entities comprising the Group Amount for statutory auditing services()660,197 78.0%Amount for audit reliability services()21,300 2.5%Amount for tax consulting services()-Amount for ot
324、her non-statutory auditing services()36,800 4.3%2016 Annual Report Corporate Governance Internal Organisation 40 Section C INTERNAL ORGANISATION Subsection I Articles of Association 48.The Rules Governing Amendment to the Articles of Association(Art.245-A/1/h)PSC)The Articles of Association do not d
325、efine any rules applicable to the amendment of the Companys Articles of Association,therefore the terms defined by the Law apply to these matters.Subsection II Reporting of Irregularities 49.Reporting Means and Policy on the Reporting of Irregularities in the Company Since 2004,the Ethics Committee
326、of Jernimo Martins has implemented a system of bottom-up communication that ensures that every employee,at every level,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 m
327、ake any comments or suggestions,particularly with respect to compliance with the procedural manuals in effect,especially 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 opp
328、ortunities,environmental concerns,business transparency and the integrity of relations with suppliers,customers and official entities,among other matters.The Ethics Committee has informed all the Group employees of the available means to,if necessary,communicate with this body.This is possible by me
329、ans of letter via freepost or internal or external e-mail with a dedicated address.Interested parties may also 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 situ
330、ation that may question them.Whichever communication channel is used,anonymity is assured for anyone who requires it.2016 Annual Report Corporate Governance Internal Organisation 41 Subsection III Internal Control and Risk Management 50.Individuals,Boards or Committees Responsible for the Internal A
331、udit and/or Implementation of the Internal Control Systems The Internal Audit Department assesses the quality and effectiveness 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 efficien
332、cy,the financial and operational reporting consistency and the fulfilment of applicable laws and regulations.To assure it,the Internal 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
333、audits are made available,on a monthly basis to the Internal Control Committee and to the Groups Managing Committee.Each quarter,these reports are presented to the Audit Committee.With the same regularity,a report is prepared regarding the status of the recommendations agreed with the audited areas managers.During 2016,there were audits performed over stock management,cash collection,management of