IBERSOL | Integrated Management Report 2022

INTEGRATED MANAGEMENT REPORT 2022 14. Resolutions which only may be taken by qualified majority. Under By-laws, the Shareholder’s resolutions are not submitted to quali- fied majorities, unless imposed by law. So, unless the law provides oth- erwise, resolutions of the General Meeting shall be adopted by simply majority (art. 21.2 of the By-laws); II. MANAGEMENT AND SUPERVISION a) Composition Board of Directors Chairman – Dr. António Alberto Guerra Leal Teixeira Vice-Chairman – Dr. António Carlos Vaz Pinto de Sousa Member – Eng.ª Maria Deolinda Fidalgo do Couto Member – Professor Doutor Juan Carlos Vazquez-Dodero de Bonifaz Member – Dr.ª Maria do Carmo Guedes Antunes de Oliveira Statutory Audit Committee Chairman – Dr. Hermínio António Paulos Afonso Member – Dr. Carlos Alberto Alves Lourenço Member – Dr.ª Maria José Martins Lourenço da Fonseca Substitute – Dr. Joaquim Jorge Amorim Machado Statutory Auditor - KPMG & Associados, Sociedade de Revisores Oficiais de Contas S.A. Substitute – Vítor Manuel da Cunha Ribeirinho (ROC) 15. Identification of model of governance adopted. The Company adopts a classical monist model of governance, composed by Board of Directors and Statutory Audit Committee, the Statutory Au- ditor having been appointed by the General Meeting. The Board of Direc- tors is responsible for performing all the administration acts related with 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 by the Board. The Execu- tive 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 regular basis. The Statutory Audit Committee is responsible for auditing the Company´s activity in accordance with law and Company’s By-laws. 285