PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
3.3 Decision-Making Processes Directors/Manager
• total net sales and other income of EUR3,000,000; and/or • an average number of 50 employees. 3.2 Decisions Made by Particular Bodies Directors/Manager Decisions taken by these bodies typically con - cern: • the day-to-day management of the company; • preparation of annual reports and accounts to be submitted for shareholders’ approval; • opening or closing of company branches or establishments; • changes in the company’s organisational structure; and • hiring and termination of employment con - tracts. In S.A. companies, directors have the authority to dispose of and encumber real estate assets. Supervisory Bodies Supervisory bodies have no management pow - ers and are responsible, in particular, for: • supervising the management of the company, and ensuring compliance with the law and the articles of association; • ensuring the proper maintenance of the com - pany’s books and accounting record; • checking the cash holdings and inventory of assets or securities of the company; • verifying the accuracy of the financial state - ments; • preparing an annual report on its activities and issuing an opinion on the management report and on the financial statements; and • receiving reports of irregularities submitted by shareholders, company employees, or others.
In the event these bodies are composed of several members, a specific process must be followed for the resolution to be valid, which normally takes place at a meeting convened for such purpose. The board of directors shall meet monthly if not set out otherwise in the by-laws. Resolutions are taken by the majority of the directors. Each director has one vote, and direc - tors may not vote on matters in which they have a conflict of interest with the company. The chairman of the board of directors has a casting vote if granted by the articles of association or if the board is composed of an even number of directors. Minutes must be drawn up for each meeting of the board of directors, recording the matters dis - cussed and approved at the meeting, and must be signed by all directors present at the meeting. Supervisory Bodies In the event these bodies are composed of sev - eral members they shall meet at least once every quarter, and their resolutions shall be adopted by majority vote. The chairman of the supervisory board has a casting vote if granted by the articles of asso - ciation or if the board is composed of an even number of directors. The minutes of each meeting shall be drawn up, and must be signed by all members present.
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