PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
otherwise, the general and supervisory board is in charge of appointing the members of the executive board of directors. The directors are appointed for a period set out in the company’s by-laws, which cannot exceed four years. However, directors may be re-elected and remain in office after the original term has elapsed until new appointments are made. Listed companies must include in the by-laws a provision enabling minority shareholders, repre - senting at least 10% of the share capital, who have voted against the approved proposal for the appointment of directors, to appoint at least one director. The board may also elect a new member in the event one director is permanently absent and the board is unable to operate. Otherwise, the supervisory board of the audit committee will appoint him/her. Such election must be ratified by the shareholders’ meeting. Removal of Directors Any member of the board of directors can be removed by resolution of the general meeting at any time. A director appointed according to special rules (such as those that must be adopted by listed companies) cannot be removed without a just cause if shareholders representing at least 20% of the share capital have voted against the reso - lution for their removal. A director may resign from their position by sending a letter to the chairman of the board of directors or, if the chairman is the one resigning, to the supervisory board or the audit committee.
In the event that, after the appointment of any director, any incompatibility or incapacity occurs that would prevent such director from being appointed, the supervisory board or the audit committee shall declare the termination of his/ her office if the director fails to resolve the issue, or does not resign. Restrictions on Appointment Persons who do not have full legal capacity can - not be directors. Persons disqualified from engaging in com - merce, as well as from holding any position as an officer of a commercial or civil company, as a consequence of an insolvency due to miscon - duct or negligence, cannot be directors. Directors may not perform any temporary or permanent work in the company, or in compa - nies that are in a controlling or group relation - ship therewith, under any employment contract, whether subordinate or autonomous. They also cannot enter into any such contracts for the pro - vision of services when their role as a director ends. Directors may not engage in any activity com - peting with the company, either on their own or on behalf of others, nor may they hold positions in a competing company or be appointed on behalf of or in representation of such a company. Members of the executive board of directors in the German model are not required to be share- holders but they cannot be: • members of the general and supervisory board; • members of the supervisory bodies of com - panies that are in a controlling or group rela - tionship with the company in question; or
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