Lisbon, April 14th, 2021:EDP - Energias de Portugal, S.A. ('EDP') informs that at the General Shareholders Meeting held on April 14th, 2021 the Shareholders have approved the following resolutions:
The individual and consolidated accounts' reporting documents for 2020, including the global management report (which incorporates a chapter regarding corporate governance and the remuneration report), the individual and consolidated accounts, the sustainability report (containing the non-financial consolidated statement), the annual report and the opinion of the General and Supervisory Board (that integrates the annual report of the Financial Matters Committee/Audit Committee) and the audit report on the individual and consolidated financial statements;
The allocation of EDP's 2020 profits proposed by the Executive Board of Directors, amounting to €878,151,389.05, as follows:
Contribution to EDP's Foundation…....…....€6,200,000.00
(*which corresponds to a gross dividend of €0.19 per share)
A vote of confidence and praise to the Executive Board of Directors and to each of its members, to the General and Supervisory Board and to each of its members, and to the Statutory Auditor for the performance of their duties during 2020 financial year;
An authorization to the Executive Board of Directors for the acquisition and sale of own shares by EDP and subsidiaries of EDP;
An authorization to the Executive Board of Directors for the acquisition and sale of own bonds by EDP;
A renewal of the authorization to the Executive Board of Directors to increase the share capital of EDP, on one or more occasions, for a 5-year period, up to a 10% limit of the current share capital under the terms of article 4 number 3 of the Articles of Association;
The partial amendment of the Articles of Association of EDP by the addition of a number 4 and a number 5 to Article 4 and the modification of paragraph d) of number 2 of Article 11, of number 2 of Article 27 and of number 3 of Article 23;
The waiver of shareholder pre-emption rights in share capital increases to be approved by the Executive Board of Directors under the new Article 4 number 4;
The proposed remuneration policy of the members of the Executive Board of Directors presented by the Remuneration Committee of the General and Supervisory Board;
The proposed remuneration policy of the members of the remaining corporate bodies presented by the Remuneration Committee elected by the General Shareholders' Meeting;
The appointment of (i) the members of the General and Supervisory Board, (ii) the Statutory Auditor and the Alternate Statutory Auditor, (iii) the members of the Board of the General Shareholders' Meeting, (iv) the members of the Remuneration Committee to be appointed by the General Shareholders' Meeting (including their respective remuneration) and (v) the members of the Environment and Sustainability Board, for the 2021-2023 triennium mandate.
General and Supervisory Board
Chairman: João Luís Ramalho Carvalho Talone
China Three Gorges Corporation
China Three Gorges International Limited
China Three Gorges (Europe), S.A.
China Three Gorges Brasil Energia Ltda
China Three Gorges (Portugal), Sociedade Unipessoal, Lda.
Fernando María Masaveu Herrero
João Carvalho das Neves
María del Carmen Fernández Rozado
Laurie Lee Fitch
Esmeralda da Silva Santos Dourado
Helena Sofia Silva Borges Salgado Fonseca Cerveira Pinto
Luís Maria Viana Palha da Silva (Chairman of the General Shareholders' Meeting)
Permanent: PricewaterhouseCoopers & Associados, Sociedade de Revisores de Contas, Lda., represented by João Rui Fernandes Ramos, ROC
Deputy: Aurélio Adriano Rangel Amado, ROC
Board of the General Meeting
Chairman: Luís Maria Viana Palha da Silva
Vice-Chairman: Clara Patrícia Costa Raposo
Company's Secretary: Ana Rita Pontífice Ferreira de Almeida Côrte-Real
Chairman: Luís Miguel Nogueira Freire Cortes Martins
José Gonçalo Maury
Jaime Amaral Anahory
Environment and Sustainability Board
Chairman: José Manuel Caré Baptista Viegas
Joana Pinto Balsemão
Joaquim Poças Martins
Pedro Manuel Sousa Mendes Oliveira
EDP is a leader in the renewables sector committed with the implementation of ESG (Environmental, socialand corporate governance)best practices and focused on the continuous improvement of its corporate governance. The resolutions approved today contribute to a leaner, more independent and diverse Corporate Governance structure.
As a result of the above-mentioned resolutions, EDP's General and Supervisory Board:
- reduces the number of its members from 21 to 16 members;
- reinforces the presence of independent members from 52% to 56%.
- increases the gender diversity among GSB members.
The remuneration policy of the Executive Board of Directors has been aligned with Corporate Governance best practices, namely the multi-annual variable remuneration settled in shares with a deferral in payment, and reinforcement of the weight of ESG KPIs both in the annual and multi-annual variable remuneration.
EDP - Energias de Portugal, S.A.