PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
shareholders representing at least 10% of the company’s share capital. A lawsuit filed by minority shareholders (as described in 4.8 Consequences and Enforce- ment of Breach of Directors’ Duties ) against directors, seeking compensation for damages incurred by the company cannot be subject to any prior opinion or resolution of the sharehold - ers or prior judicial decision thereon. Such provi - sions would be null and void. 4.10 Approvals and Restrictions Concerning Payments to Directors/ Officers Remuneration of directors is determined by the general meeting of shareholders or by a com - mittee appointed thereby for such purpose. In companies adopting the German model, the remuneration of directors may also be deter - mined by the general and supervisory board or by a committee it appoints. Directors’ remuneration shall comprise a fixed and a variable component such as profit sharing. Companies issuing publicly traded shares are required to approve a remuneration policy that shall be submitted by the remuneration com - mittee (or by the board of directors in the event the committee has not been appointed) to the shareholders’ approval every four years and whenever there is a relevant change of the remu - neration policy. However, in exceptional cases, these companies may derogate such policy in the event it is deemed necessary to serve their long-term interests and sustainability or to ensure their viability. The remuneration policy for directors of listed companies must be clear, transparent, and consistent, aiming to align the interests of the
directors with those of the company and its shareholders. The remuneration should reflect the value of the directors’ work and encourage their efforts in managing the company, with a view to ensuring the company’s sustainability in the markets. The company is forbidden from granting loans or credit to directors, making payments on their behalf or providing guarantees in respect of their obligations. Additionally, advance payments of remuneration may not exceed one month’s sal - ary. The CGS reflects the idea that the remuneration of directors should ensure alignment with the long-term interests of the shareholders and pro - mote the sustainable operation of the company. It recommends the establishment of a remunera - tion committee and advocates that part of the remuneration for directors (excluding non-exec - utive directors) should be variable. This variable component should reflect the company’s sus - tained development without encouraging exces - sive risk-taking. Moreover, it recommends that a portion of the variable remuneration be deferred. 4.11 Disclosure of Payments to Directors/Officers Please refer to 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares , 5 Shareholders and 6 Corpo- rate Reporting and Other Disclosures . The remuneration policy of companies with pub - licly traded shares must be published immedi - ately on the company’s website following its approval by the shareholders’ general meeting. This publication must clearly indicate the voting results and the date of approval. The policy must remain freely accessible to the public for as long as it remains in effect.
675 CHAMBERS.COM
Powered by FlippingBook