IBERSOL Annual Report and Consolidated Accounts 2017

Report on Corporate Governance II. MANAGEMENT AND SUPERVISION a) Composition Board of Directors Chairman – Dr. António Carlos Vaz Pinto de Sousa; Vice-Chairman – Dr. António Alberto Guerra Leal Teixeira; Member – Professor Doutor Juan Carlos Vázquez-Dodero de Bonifaz; Statutory Audit Committee Chairman - Dr. Carlos Alberto Alves Lourenço; Vice-Chairman – Dr.ª Maria José Martins Lourenço da Fonseca; Member – Dr. Eduardo Moutinho Ferreira dos Santos; Substitute – Dr. Arlindo Dias Duarte Silva; Statutory Auditor - PriceWaterHouseCoopers & Associados – Sociedade de Revisores Oficiais de Contas, Lda.; 15. Identification of model of governance adopted The Company adopts a classical monist model of governance, made up of Board of Directors and the Statutory Audit Committee, the Statutory Auditor having been appointed by the Ge- neral Meeting. The Board of Directors is responsible for performing all the administrative acts relating to the corporate object, determining the Company’s strategic guidelines, and appointing and overseeing the work of the Executive Committee, no specialized committees having been formed. The Executive Committee coordinates the operations of the functional units and the Company’s various businesses, meeting with the senior managers of these units and businesses on a regular basis. The Statutory Audit Committee is responsible for auditing the Company’s activity in accordance with law and the Company’s bylaws. The diversity and professional experience of the Board of Director´s Members and of the Statu- tory Audit Committee Member´s are described respectively in the following points 19. and 33. 16. Statutory rules for procedural and material requirements applicable to appointment and replacement of members of the Board of Directors The rules on the procedural and material requirements applicable to the appointment and replacement of members of the Board of Directors are stated in articles 8, 9, 10 and 15 of the Bylaws. 142