PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
• spouses, relatives, and kin in the direct line, and up to the 2nd degree, inclusive, in the collateral line, of the persons mentioned in the previous bullet point. Additionally, a company can set eligibility criteria for the role of director, such as requiring profes - sional experience or specific qualifications. 4.5 Rules/Requirements Concerning Independence of Directors Restrictions on appointments referred to in 4.4 Appointment and Removal of Directors/Offic - ers also serve as independence requirements. The CSC also sets out that directors of the com - pany or of a company in a domain or group rela - tion with the company cannot be appointed as members of the supervisory board, sole auditors or statutory auditors. The CGS sets out recommendations regarding the independence of directors and specifically defines an independent person as not associ - ated with any specific interest group within the company, nor in any situation likely to affect their impartiality in analysis or decision-making. 4.6 Legal Duties of Directors/Officers Directors are required to comply with several legal duties, including: • a duty not to exceed the corporate purpose or engage in acts contrary thereto; • a duty of care, demonstrating availability, technical competence, and knowledge of the company’s activities appropriate to their roles, while exercising the diligence of a prudent and organised manager in this context; • a duty of loyalty in the interests of the com - pany, considering the long-term interests of the shareholders and weighing the interests
of other relevant parties for the company’s sustainability, such as its employees, clients, and creditors; • a duty of vigilance, particularly by immedi - ately convening a shareholders’ meeting upon acknowledging that the annual or intermedi - ate accounts evidence a loss of more than half of the company’s share capital; • a duty of non-competition, whereby, during the period for which directors were appoint - ed, they may not perform any temporary or permanent functions in the company, or in companies that are in a controlling or group relationship therewith, under any employment contract, whether subordinate or autono - mous; they also cannot enter into any such contracts for the provision of services when their role as a director ends; • a duty to inform the company of the number of shares and bonds of the company that they (or any person directly related to them) hold, as well as all their acquisitions, encum - brances, or cessations of ownership, for any reason, of shares and bonds of the same company and of companies with which it is in a controlling or group relationship. • a duty to prevent any conflict of interest with the company by informing the other direc - tors thereof and not taking part in the relevant decisions that could be affected by such conflict; • a duty to prepare and submit to the com - petent corporate bodies the management report, including the non-financial statements or a separate report with the same informa - tion, where applicable, the annual accounts, as well as other financial statements required by law for each financial year; • a duty to take the necessary measures to resolve discrepancies between acts, their registration, and the publications; and
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