PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
• a duty to request the convening of the annual general meeting and present the necessary proposals and documentation for the resolu - tions to be made by the shareholders. 4.7 Responsibility/Accountability of Directors Liability • Directors are liable to the company for dam - ages caused thereto by acts or omissions carried out in breach of legal or contractual duties, unless they prove that they acted without fault. • Directors are also liable to shareholders, company creditors and third parties for any individual damage their acts may cause them. • Director’s liability is joint and several. • Directors bear subsidiary liability towards third parties and jointly between them for all the taxes concerning the company’s finan - cial year, unless they are able to prove that the insufficiency of the company’s assets to cover tax liabilities was not due to any fault on their part. • The consent or favourable opinion of the supervisory board does not exempt the direc - tors from liability. Exclusion • Liability is excluded if directors can prove that they act in an informed manner, free from any personal interest, and according to business rationality criteria. • Directors who were not part of a resolution or who voted against it are not responsible for the damage resulting therefrom. In such cases, directors may record their vote against it within five days, either in the respective minutes book, or addressing it, in writing, to the supervisory body or before a notary or a registrar. Nevertheless, a director who did not exercise the right of opposition granted by
law, when in a position to do so, is jointly lia - ble for the acts he/she could have opposed. • The liability of directors towards the company does not apply when the act or omission is based on a resolution by the shareholders, even if it is not valid. Guarantee The liability of a director must be guaranteed by means of a bond or an insurance policy with a minimum coverage of EUR250,000 for listed companies and EUR50,000 for other types of companies. Non-executive and non-remunerated directors are exempt from providing a bond. The bond may be waived by the company’s by- laws or by means of a resolution of the share- holders’ meeting. Joint Liability With Directors The legal person appointed as director is jointly liable with the individual he/she appoints to act as director in his/her own name. Shareholders with a special right to appoint a director are jointly liable with him/her before the company and the other shareholders in the event of fault in such election. 4.8 Consequences and Enforcement of Breach of Directors’ Duties The Company By means of a resolution of the shareholders’ meeting duly convened for such purpose, the company may dismiss the directors due to a breach of their duties which is deemed a just cause for the dismissal. The company may file a liability claim against the directors based on a prior resolution of the
673 CHAMBERS.COM
Powered by FlippingBook