PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
4. Directors and Officers 4.1 Board Structure Board of Directors’ Structure in S.A. Companies
The most complex supervision structure that includes the supervisory board and the statutory auditor (who cannot be a member of the corpo - rate bodies of the company) is mandatory for: • companies with publicly traded shares; and • companies that exceed two of the following limits: (a) a total balance sheet value of EUR20,000,000; (b) net turnover of EUR40,000,000; and/or (c) an average of 250 employees. Sole auditor A sole auditor may be appointed instead of the supervisory board. It supervises the direction of the company. It must be a statutory auditor or an official auditing company. It cannot be a shareholder of the company. The company will always have a substitute auditor that shall also be an official auditor. Except for companies fol - lowing the Anglo-Saxon model, the governance structure of a sole director may only be adopted if the company’s share capital does not exceed EUR200,000. Audit committee This committee comprises a minimum of three effective members, some of which are non- executive members of the board of directors. In companies with publicly traded shares, most of these members must be independent. In listed companies and companies exceeding two of the limits set out under Supervisory board above, at least one of the members must be independent and have an appropriate degree and expertise
The structure of the board of directors in an S.A. company is directly related to the structure of the respective supervisory board. There are three main mandatory governance models, which may slightly differ: • The traditional or classic model includes a board of directors and: (a) a sole auditor; (b) supervisory board; or (a) supervisory board and a statutory audi - tor (ROC) or an official auditing company (SROC). • The Anglo-Saxon model includes a board of directors, including an audit committee and a statutory auditor. • The German model includes an executive board of directors, general and supervisory board and statutory auditor. Board of directors Legal persons may be appointed as directors of a company but they must appoint an individual to act as director in his/her own name. The board of directors is composed of any num - ber of members, but with a minimum of two. Supervisory board The supervisory board comprises a minimum of three effective members. One of its permanent members and one of the substitutes must be a statutory auditor and cannot be a shareholder of the company. In companies with publicly traded shares, the supervisory board must be com - posed of a majority of independent members.
in auditing and accountancy. Executive board of directors
This board comprises any number of directors as set out in the articles of association. The com - pany may only have a sole director if the share
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