EDP Energias de Portugal S A : Corporate Governance at EDP

Corporate

Governance at EDP

06.07.2023

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01

Shareholder Structure and

Corporate Bodies

2

Dual Model of Corporate Governance, ensuring separation of functions and specialization of supervision

Number of members

Corporate Entities
Corporate Bodies
Other Statutory Bodies	General

Dual Corporate Governance Model

Shareholders'

Meeting

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Remuneration

Committee of the GM

		2				16			5
	Statutory	General and		Executive Board
	Auditor			Supervisory Board		of Directors
									5
								Environmental and
								Sustainability Board
3	5			5	7
	Financial		Remuneration		USA Business	Corp. Gov. and
				Affairs
	Matters/ Audit				Sustainability
		Committee		Monitoring
	Committee			Committee
					Committee

General and

Supervisory Board

(GSB)

Executive Board

of Directors

(EBD)

• Monitor and evaluate the management of the company and the subsidiaries, providing advice and assistance to the EBD
• Must issue a prior opinion on the main strategic decisions
• Constitute and appoint specialized committees
• Setting the objectives and management policies
• Preparing the annual operating and financial plans
• Managing the Company's business affairs

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General and Supervisory Board of EDP with 16 members and a majority of independents

João Talone	Key role linking GSB and
Chairman	EBD
Independent

DingmingZhang	ShengliangWu	Zhang Hui	Ignacio HerreroRuiz	Miguel Pereira Leite
China Three Gorges	China Three Gorges	China Three GorgesBrasil	China Three Gorges	China ThreeGorges(Portugal),
Corporation	International Corp	Energia, S.A.	(Europe), S.A.
Sociedade Unipessoal, Lda.

Fernando MasaveuHerrero	Felipe Fernández Fernández	Sofia Salgado	ZiliShao	João Carvalho das Neves
Member	Draursa, S.A.	Independent Member	Independent Member	Independent Member

Laurie Fitch	Luís Palha da Silva	María Carmen Rozado	Sandrine Dixson-Declève	Esmeraldada SilvaSantos
	&			Dourado
Independent Member	Independent Member	Independent Member	Independent Member	&
Chairmanof the GSM	Independent Member

Status

Gender Diversity

IndependentFemale

56%37.5%

Non- indep.Male

44%62.5%

16 members all non-executive

3-years mandate (2021-2023)

10 meetings in 2022, avg. attendance of 99%

6 meetings in 2023 YTD

• Of which 7 meetings mainly focused on Business Plan

The remuneration is fixed and takes into account the tasks performed (ruling, number of committees, etc)

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General and Supervisory Board - 4 Specialized Committees

Financial Matters Committee

• Composition: 3 members
• Independence: 3 independent members
• Requires Audit and Accounting background
• Mission: Financial matters and accounting practices; internal audit practices and procedures; internal mechanisms and procedures of the Internal Control System for Financial reporting (ICSFR) and matters relating to risk management and control system

Corporate Governance and Sustainability Committee

• Composition: 7 members
• Independence: 4 independent members
• Mission: CG; Sustainability in all its dimensions; internal codes of ethics and conduct; internal proceedings and relationship between the Company and Subsidiaries or Group companies; and succession plans

Remuneration Committee

• Composition: 5 members
• Independence: 3 independent members
• Requires remuneration policies matters background
• Mission: Propose company policy and objectives regarding the EBD's remuneration to the GSM, execute the EBD's remuneration policy approved by the GSM

USA Business Affairs Monitoring Committee

• Composition: 5 members
• Independence: 4 independent members
• Chairman of the committee has to the Chairman of the GSB.
• Mission: monitoring and resolutions on matters related with the activity undertaken by companies wholly or majority held by and/or subsidiary of EDP Group in the United States of America

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