PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
to corporate governance. This regulation also requires companies issuing shares to prepare a corporate governance report, either as an annex to the annual management report or in a sepa - rate chapter. 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares Companies with publicly traded shares are sub - ject to both mandatory and voluntary corporate • disclosing annual reports and accounts; • disclosing to the CMVM in the management annual report or in an attachment thereto a detailed report on the corporate governance with the following information: (a) capital structure; (b) any restrictions on the transferability of shares; (c) qualified holdings in the company’s share capital; governance requirements. Mandatory Requirements (d) identification of shareholders holding special rights and a description of those rights; (e) control mechanisms within any employee participation schemes, where voting rights are not exercised directly by em - ployees; (f) any restrictions on voting rights; (g) shareholder agreements that may lead to restrictions on the transfer of securities or voting rights; (h) rules on the appointment and replace - ment of members of the management body and amendments to the company’s by-laws; (i) powers of the management body, par - ticularly concerning resolutions on capital increases;
(j) significant agreements and amendments thereto; (k) agreements between the company and the members of the management body or employees that provide for compensa - tion in the event of resignation, dismissal without just cause, or termination of the employment relationship following a pub - lic takeover bid; (l) key elements of the internal control and risk management systems implemented in the company regarding the process of disclosing financial information; (m) statement on adherence to the corporate governance code to which the issuer is subject by a legal or regulatory provision; (n) statement on compliance with any corpo - rate governance code adopted voluntarily by the company; (o) the location where the public can access the full text of the relevant corporate gov - ernance codes; (p) composition and description of the func - tioning of the issuer’s corporate bodies, as well as any committees that are cre - ated within them; and (q) a description of the diversity policy ap - plied by the company concerning its management and supervisory bodies, particularly in terms of age, gender, quali - fications, and professional background, the objectives of this diversity policy, how it was applied, and the results in the refer - ence period. • the annual presentation, by the board of directors to the general meeting of share - holders, of a report explaining all the matters listed in the previous bullet point; • disclosing to the public the following informa - tion: (a) notice of shareholder meetings of compa - nies issuing securities admitted to trading,
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