PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
capital is below EUR200,000. It carries out the company’s executive functions. General board It comprises the number of members set out in the articles of association but not less than the directors. They cannot be directors of the company. Secretary of the company Regardless of the governance model adopted, listed companies must appoint a company sec - retary as well as a substitute. Lda Board Structure The company is managed by one or more man - agers ( gerentes ), who must be individuals. These managers may or may not be shareholders. 4.2 Roles of Board Members Provided authorised by the articles of associa - tion, the board may delegate, subject to certain limitations, the day-to-day management to one or more directors or to an executive committee. The chairman of the board of directors is granted a casting vote in the board’s resolutions in the following situations: • when the board is composed of an even number of directors; and • in other cases, if the articles of association provide for it. The chairman of the executive committee is also granted a casting vote and he/she must: • ensure that all information regarding the activ - ity and decisions of the executive commit - tee is provided to the other members of the board of directors; and
• ensure compliance with the delegation limits, the company’s strategy, and the duties of col - laboration towards the chairman of the board of directors. 4.3 Board Composition Requirements/ Recommendations In listed companies and public interest enti - ties, the proportion of individuals of each gen - der newly appointed to each management and supervisory body of each company cannot be less than 33.3%. To ensure the desirable agility of the executive management’s functioning and a balanced and appropriate diversity of skills, knowledge, and professional experience, the CGS sets out the following principles regarding the composition of the board of directors: • The number of executive directors should take into account the size of the company, the complexity and geographical dispersion of its activity, and the costs. • The number and qualifications of non-execu - tive directors should be adequate to provide the company with a balanced and appropri - ate diversity of skills, knowledge, and profes - sional experience. 4.4 Appointment and Removal of Directors/Officers Appointment of Directors As a general rule, the directors are appointed in the incorporation deed or by the sharehold - ers’ meeting. Directors must formally accept their appointment and declare that they are not aware of any circumstances that may prevent them from being appointed. In the event the company adopts the German model, and provided the by-laws do not set out
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