PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
inclusion of matters on the agenda and submission of resolution proposals; (b) modification, allocation, payment or ex - ercise of any rights attached to securities admitted to trading or the shares to which they give rights, including the applicable procedures and the financial institution through which shareholders can exercise their property rights; (c) modification of bondholder rights result - ing, inter alia, from changes to the loan conditions or interest rate; (d) share issuances, including associated privileges, and information on any alloca - tion, subscription, cancellation, conver - sion, exchange, or redemption proce - dures; (e) modification of the elements required for the admission of securities to trading; (f) acquisition and disposal of own shares, when, as a result, the percentage exceeds or falls below the limits of 5% and 10% of the voting rights; (g) resolution of the general meeting con - cerning the financial statements; and. (h) the total number of voting rights and share capital at the end of each calendar month in which an increase or decrease of that total number occurs. • publishing on the company’s website the remuneration policy of members of manage - ment and supervisory corporate bodies, including the voting results and the date of approval at the general meeting; • preparing a clear and understandable report by the management body that provides a comprehensive overview of remuneration, including all benefits, regardless of their form, granted or due during the last financial year to each member of the management and supervisory bodies;
• having an internal procedure approved by the management body, with a prior binding opin - ion from the supervisory body, through which it periodically verifies whether the transac - tions that the company conducts with related parties are carried out within the scope of their regular activities and under market con - ditions; • publicly disclose transactions with related parties the value of which is equal to or great - er than 2.5% of their consolidated assets, or of their individual assets if they do not pre - pare consolidated accounts; and • publicly disclose all the information received regarding qualified participations. Voluntary Requirements The CGS sets out several principles and best practices that should be adopted by these com - panies, particularly concerning ESG, which is deemed a key goal of such corporate govern - ance provisions. 2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance Until recently, companies have been follow - ing internationally recognised standards for the preparation of their sustainability reports, including the GRI Standards (Global Report - ing Initiative), which are the most used, or the frameworks of the ISSB (International Sustain - ability Standards Board), the TCFD (Task Force on Climate-Related Financial Disclosures), or the TNFD (Taskforce on Nature-Related Financial Disclosures). However, the latest EU directive on corpo - rate sustainability reporting (CSRD, Directive 2022/2464) demands the use of European reporting standards, the ESRS (European Sus -
665 CHAMBERS.COM
Powered by FlippingBook