EDPR’s corporate governance model is designed to ensure transparency and accountability through a clear separation of duties between management and supervision of the company’s activities.
Corporate governance is about promoting corporate fairness, transparency and accountability. EDPR’s corporate governance structure specifies the shareholders, board of directors, managers and other stakeholders’ rights and responsibilities and spells out the rules and procedures for making decisions on corporate affairs. It also incorporates the organization’s strategic response to risk management.
The corporate governance structure adopted is the one in effect in Spain. It comprises a General Meeting of Shareholders and a Board of Directors that represents and manages the company. As required by the law and established in the company’s articles of association, the Board of Directors has set up four specialized committees. These are the Executive Committee, the Audit and Control Committee, the Nominations and Remunerations Committee and the Committee on Related-Party Transactions.
GENERAL SHAREHOLDERS’ MEETING
General Shareholders’ Meeting is the body where the shareholders participate, it has the power to deliberate and adopt decisions, by majority, on matters reserved by the law or the articles of association.
BOARD OF DIRECTORS
EDPR’s BoD shall consist of no less than 5 and no more than 17 Directors, including a Chairperson. Currently it is composed by 17 board members, out of which 10 are independent. BoD members are elected for 3 years period and may be re-elected for equal periods.
EDPR’s BoD has the broadest power for the administration, management and governance of the company, with no limitations other than the responsibilities expressly and exclusively invested in the General Shareholders Meeting, in the company’s articles of association or in the applicable law. Its members must meet at least 4 times a year, preferably once a quarter. Nonetheless, the Chairperson, on his own initiative or that of 3 Directors, shall convene a meeting whenever he deems fit for the company’s interests.
EDPR’s Executive Committee (EC) is composed by four members, including the Chief Executive Officer (CEO). The CEO, João Manso Neto, is empowered to ensure the daily management of the business and to coordinate the implementation of the BoD decisions and the Corporate and General Management functions, partially assigning those to the other executive officers.
In 2017, EDPR approved the new composition and areas of responsibility of the Executive Committee in order to address the challenges faced by the Company, namely the fulfillment of the Business Plan targets and the increased importance of Offshore Wind business. As part of these organizational restructuration, it was agreed to appoint João Paulo Costeira as Chief Operating Officer Offshore (“COO Offshore”) and Chief Development Officer (“CDO”) of EDPR.
Likewise, the Board of Directors approved the proposal from the Nominations and Remunerations Committee for the appointment of both Duarte Bello and Miguel Angel Prado as members of EDPR’s Executive Committee, and for their appointments as Joint Directors and as Chief Operating Officer of Europe & Brazil and Chief Operating Officer of North America respectively.
The COO of Offshore, COO of Europe & Brazil and the COO of North America coordinate their platforms by developing, establishing and implementing the strategic plan for the renewable energy business in their respective platforms, in accordance with the guidelines set by the BOD. They are also responsible for planning, organizing and managing resources, controlling, measuring and improving the management of projects and subsidiary companies to achieve expected results to make EDPR a leader in the renewable energy sector in their respective platforms.
NOMINATIONS AND REMUNERATIONS, RELATED-PARTY TRANSACTIONS AND AUDIT AND CONTROL COMMITTEES
In addition to EC referred above, EDPR governance model contemplates permanent bodies, integrated all by independent members, with an informative, advisory and supervisory tasks independently from the BoD, such as:
EDPR governance model is reinforced by an incentive structure with transparent remuneration through variable remuneration based on key performance indicators.
The graphic below describes the remuneration policy. For further information on the remuneration policy refer to the Corporate Governance section.
For further detailed information regarding the responsibilities and roles of the different social bodies, as well as 2017 activity, please refer to the Corporate Governance section, at the end of this report. The company also posts its up-todate articles of association and regulations at www.edpr.com.