PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management Principal Bodies The bodies involved in the governance and man - agement of a company are: • the sole director or board of directors in S.A. companies (in the event the share capital exceeds EUR250,000, administration must be carried out by a board of directors); • managers in Lda companies; and • the supervisory board, sole auditor, audit committee or general and supervisory board (depending on the corporate model adopted). The board of directors and the sole director in S.A. companies or managers in Lda companies have exclusive and full powers of representation of the company. They are executive corporate bodies, in charge of managing the company. The company is bound by their acts executed or ratified by the majority of the directors, unless the articles of association provide otherwise, in which case a smaller number of directors may be sufficient. The supervisory board, sole auditor or general board are responsible for the supervision of the company, particularly in relation to financial and accounting matters. The sole auditor and some of the members of the boards must be a statu- tory auditor ( Revisor Oficial de Contas or ROC). Lda companies that do not have a board of audi - tors must appoint an official auditor to carry out the supervision of the accounts if, for two con - secutive years, the company exceeds at least two of the following thresholds: • a total balance sheet value of EUR1,500,000;
• evaluating the business model’s resilience to sustainability risks, opportunities related to sustainability and plans for aligning with sustainable economy transitions and the Paris Agreement goals; • establishing time-bound sustainability targets, including greenhouse gas reduction goals, and reporting progress and scientific validity of targets; • describing the role and expertise of manage - ment bodies in sustainability matters; • providing an overview of sustainability poli - cies and incentive schemes linked to sustain - ability for management bodies; • implementing due diligence processes, iden - tifying and managing adverse impacts, and actions taken to mitigate these impacts; • setting out the principal sustainability-related risks and dependencies, and how these are managed; and • disclosing relevant indicators related to the points above. Penalties shall be applicable to infringements of reporting obligations. Portugal has introduced a transitional period for the full application of the CSRD, resulting in a staggered implementation calendar: • For large public interest companies, the CSRD is applicable in the current year for the 2024 financial year. • For all other large companies, the CSRD is applicable in 2028 for the 2027 financial year. • For small and medium-sized public interest companies, the CSRD is applicable in 2029 for the 2028 financial year.
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