IBERSOL | Integrated Management Report 2022

CORPORATE GOVERNANCE REPORT place in 1991 (Dr. António Alberto Guerra Leal Teixeira), in 1990 (Dr. António Carlos Vaz Pinto de Sousa), in 2021 (Eng. Maria Deolinda Fidalgo do Couto), in 1999 (Prof. Dr. Juan Carlos Vazquez-Dodero de Bonifaz) and in 2021 (Dr. Maria do Carmo Guedes Antunes de Oliveira); The statutory term of office is four years, as set out in article 27 of the Company’s Bylaws. The Board of Directors may also delegate the current management of the Company in one or more directors or an executive committee, under the terms and within the legal limits. The Board of Directors will be responsible for regulating the functioning of the Executive Committee and the way in which it will exercise the powers entrusted to it. 18. Distinction between executive and non-executive members and, as regards non-executive members, details of members that may be considered independent. The Company’s management body is composed by five directors, with an Executive Committee composed respectively of Dr. António Alberto Guerra Leal Teixeira (President) and Dr. António Carlos Vaz Pinto de Sousa (Vice-President), being a body also composed of three members who are non-executive members and the majority of these non-exec- utive members, Professor Dr. Juan Carlos Vazquez-Dodero de Bonifaz and Dr. Maria do Carmo Guedes Antunes de Oliveira not beeing associ- ated with specific interest groups, either of the Company or of its refer- ence shareholders, not having any relevant interests liable to collide or interfere with the free exercise of its corporate mandate, further men- tioning that no internal control committee has been set up. The non- executive member and vogal, Prof. Dr. Juan Carlos Vazquez-Dodero de Bonifaz, is a director of related companies, in which he does not perform any executive functions. He does not carry out any activities or busi- nesses with the Company, within the meaning of articles 397 and 398 of the Companies Code (CSC) and meets the other requirements for in- dependence stated in art 414.5 of the CSC, in particular as stated in the European Commission Recommendation of 15 February 2005, once that Recommendation, about the independence requirement, determined, in its point number 13, that an administrator must be considered independ- ent if he has no business, family, or other relations with the company, either with the control shareholders, as well with the directive bodies of any of them – that can create a conflict of interest that undermine 288