Board/Management Information • Feb 20, 2017
Board/Management Information
Open in ViewerOpens in native device viewer
20February 2017
Dear Shareholder,
The term of office of the corporate bodies of CTT – Correios de Portugal, S.A. (CTT or Company) expired by the end of 2016 and the appointment of the members of the Board of Directors, the Audit Committee, the Board of the General Meeting and the Remuneration Committee, for the period 2017-2019, takes place in the upcoming Annual General Meeting (AGM). The current members remain in office fully empowered until such appointment.
The Board is responsible for requesting to the Chairman of the Board of the General Meeting to convene the AGM in order to, inter alia, appoint the members of such corporate bodies for 2017-2019 (3-year period set out in the By-laws).
The Corporate Governance, Evaluation and Nominating Committee, a Board committee exclusively composed of Non-Executive Directors (Committee or CGENC), has the following main responsibilities related to such appointment process:
In light of these responsibilities, this Committee has been undertaking several activities in the context of this appointment process (as detailed in Annex 1), in particular aiming at:
Moreover, CTT's Board has approved, in 2015 and 2016 respectively, Diversity and Selection Policies with the intention of ensuring that a transparent process is put in place for the selection of Directors, based on the following:
Thus being, and in order to meet the legal requirements of CTT's 2017 AGM (to be held on 20 April 2017 according to the timeline and description of Shareholders' rights in Annex 3 below), we would like to bring your attention to this Letter and the Committee's Recommendations provided herein for the purposes of the election of the members of CTT corporate bodies for 2017-2019.
| Separation between the Chairman's and CEO's roles |
The transition period post privatization is over Such separation may allow the selection for the Chairman's role of a person with independence, time availability and leadership, as well as a business and professional preparation adequate to such role and complementary to the CEO's one, and For the CEO's role, a person having significant and successful experiences in executive positions at listed and large companies of a comparable size and complexity and good capacities for strategy and leadership |
|---|---|
| Majority of independent Directors within the Board |
Adequate to the Company's governance model, size, shareholder structure and free float The presence of Non-Executive and Independent Directors (under the local criteria) with a suitable profile promoting the performance of an effective Board (contributing to the decisions on strategic matters, risks' profile and management and to challenge and oversight results, as well as to influence an efficient and objective decision making process and implement adequate and sound governance, sustainability and ethic practices) |
| Audit Committee composed of 3 members (including the Chairman) observing legal requirements |
None of its members may fall under any of the legal incompatibility causes All its members, including its Chairman, shall comply with the independence requirements under local criteria and at least one of these members shall have the legally required academic background adequate to carry out its duties and knowledge in auditing or accounting Its members shall, as a whole, have the education and past experience in sector CTT operates |
| 2 internal Board committees (in addition to the Audit Committee) |
An Executive Committee maintaining 5 members (being the top executives of CTT members of the Board and part of the Executive Committee) A specialised committee in matters related to governance, selection and evaluation composed of 5 Non-Executive Directors at least with a majority of independent members (under local criteria) Being the expertise and experience present among the members of these committees appropriately diversified in line with their delegated powers |
| Adequate gender and age diversity and complementary academic and professional expertise/competences and experience |
Achieving a 30% target of women in the Board since the beginning of this term of office Achieving a balanced mix of ages and adequate seniorities, as well as cultural backgrounds (such background resulting, for instance, from the nationality, role in civil society, etc.) Representing a range of the areas of academic expertise/competences and experience, considering the strategic challenges of CTT Representing a balanced combination of the following areas of professional expertise and experience, considering the strategic challenges of CTT: Leadership, strategy and management; Financial and risk; Accounting and auditing; Sector/industry (mail, CEP, financial services, banking); Marketing/commercial and communication; IT and technology; Legal and regulation; Human resources; Governance, social responsibility and business ethics; and International (mainly Spanish market) |
| Balance refreshment and retention of |
Important balance, on one side, of refreshment/rotation and, on the other, of retention of knowledge and enough length of tenure to ensure a structured replacement and guaranteeing |
|---|---|
| knowledge | desired stability |
In case of re-election shall be especially valued the effective contribution of the Directors whose re-election is recommended |
|
For 2017-2019, the refreshment and recruitment process is facilitated due to the several changes in the Board's composition in 2014-2016, allowing CTT to make a good progress in this field |
|
| Dedication, availability of time and positions held |
Time availability is pivotal to the diligent performance of the duties of the Board members The analysis of the positions held contributes to the prevention of conflicts of interest in the Board and compliance with the incompatibility tests applicable to the Audit Committee, as well as allows for the assessment of the integrity and ethical behavior of each candidate in its professional activity |
| Adequate Board size of 13 members |
Adequate to the size and complexity of the Company and its activities, in particular in light of the shareholding structure, organizational structure and different sectors and jurisdictions where CTT is present, as well as of the strategic challenges for 2017-2019 Allows the promotion of an effective functioning and performance of the Board, considering aspects such as (i) the legal framework (size of 5 to 15 members under CTT By-laws and local recommendations on the sufficient number of Non-Executive and adequate number of Independent Directors), (ii) the Portuguese market and peers' practices and (iii) the necessary expertise and experience and an adequate level of diversity List recommended considering that, under CTT's By-Laws, the Board and other corporate bodies are elected through lists (except in case of a single member election) and the lists proposed for the Board composition shall indicate the Audit Committee's members |
(vii) The intention of proposing new Directors is to bring highly relevant competences and skills, and infuse new ideas and fresh perspectives into the boardroom. When recruiting Directors, we focus on how the experience and skill set of each individual complements those of their fellow Directors to create a balanced Board with diverse viewpoints and backgrounds, profound expertise and a strong industry knowledge, solid base to lead CTT's business into the future.
(viii) After the evaluation activities endeavored by this Committee, the CGENC highlights also the high level of attendance and dedication evidenced by the members of the Board and the Audit Committee in 2016 (above a 95% attendance average and specified in Annex 2) and makes a positive assessment of the performance of their management and supervisory duties in 2016 (in line with the positive assessment of the Statutory Auditor made by CTT's Audit Committee also for 2016, and with the positive appraisal made by the General Meetings in respect to the performance of such bodies in 2014 and 2015).
Accordingly, this Committee recommends that CTT Shareholders approve in the 2017 AGM a positive assessment and appraisal of the performance by the whole Board, the Audit Committee and the Statutory Auditor of their respective management and supervisory duties during the 2016 financial year.
Also as a result of all of the foregoing and in view of the shareholding structure of the Company, of an adequate structure, size and composition of the Board and of the merits of the candidates, this Committee (i) considers that the election or re-election at the 2017 AGM of the following candidates is adequate to the Board and in the best interests of the Company and its Shareholders as a whole1 and (ii) unanimously recommends that Shareholders submit proposals and vote in favour of this list allowing for an experienced, effective and diverse leadership of CTT in the 2017-2019 period:
1 The AGM is responsible for the appointment of the Board of Directors and of Audit Committee and their respective Chairmen and Vice-Chairman. In turn, the appointment of the CEO, CFO and other members of Executive Committee is subject to the approval of the Board of Directors after its election in the AGM.
| Name | Age | In office since |
Expertise / Experience | Recommended Position1 |
|---|---|---|---|---|
| António Gomes Mota | 58 | 2013 | 十多区63七日 | Chairman of the Board (independent) |
| Francisco de Lacerda | 56 | 2012 | Vice-Chairman of the Board and CEO | |
| André Gorjão Costa | 43 | 2012 | ◈⊠◈⊬■⊀ | Executive BoardMember and CFO |
| Dionizia Ferreira | 51 | 2012 | ◈⊠◈「 | Executive BoardMember |
| Nuno Fernandes Thomaz | 73 | 2014 | ◈⊠◈₩ | Non-Executive BoardMember and Audit Committee Member (independent) |
| José Baptista Fino | 63 | 2014 | $\hat{\mathbf{r}}\circledast\boxtimes\bullet$ | Non-Executive BoardMember (independent) |
| Céline Abecassis-Moedas | 45 | 2016 | $\bullet$ $\bullet$ $\bullet$ $\blacksquare$ | Non-Executive BoardMember (independent) |
| António Pedro Silva | 50 | New Election | ◈⊠ ™ ₩ | Executive BoardMember |
| Francisco Simão | 34 | New Election | ◈⊠⊙⋤ | Executive BoardMember |
| João Bento | 56 | New Election | \$●∠₩□ | Non-Executive BoardMember |
| Luísa Anacoreta Correia | 49 | New Election | ◈⊙∠■ | Non-Executive Board Member and Chairwoman of the Audit Committee (independent) |
| Belén Amatriain Corbi | 58 | New Election | 18800022 | Non-Executive BoardMember and Audit Committee Member (independent) |
| Rafael Valverde | 63 | New Election | T O MO THE | Non-Executive BoardMember (independent) |
In respect to the composition of the Board of the General Meeting and of the Remuneration Committee, this Committee provides Shareholders with the Curricula Vitae and information in respect to the compliance with incompatibility and independence requirements contained in Annex 4, in order to allow Shareholders to consider submitting and voting for proposals for the re-election for the 2017-2019 period of the following members of such bodies currently in office (being recommended in Annex 3 hereto the compensation of the members of the Remuneration Committee broadly in line with the practices of PSI-20 comparable companies):
| Name | Age | In office since | Expertise / Experience | Position Recommdended | |
|---|---|---|---|---|---|
| Júlio Castro Caldas | 73 | 2013 | i A B | Chairman of the Board of the General Meeting (independent) | |
| Francisco Ramalho | 51 | 2013 | 主义部 | Vice-Chairman of the Board of the General Meeting (independent) |
|
| Name | Age | In office since | Expertise / Experience | Position Recommended | |
| João Talone | 65 | 2014 | OTSEXMO | Chairman of the Remuneration Committee (independent) | |
| Rui Alpalhão | 53 | 2014 | O + 3 2 2 | Member of the Remuneration Committee (independent) | |
| 59 | 2016 | 012 - 30 | Member of the Remuneration Committee (independent) |
Our AGM provides an ideal opportunity for us to inform you, share with you and give you an account of the activities performed by this Committee, in particular, in the context of this selection process. In the context of such process, all Shareholder(s) holding at least 2% of the share capital of CTT shall be entitled to submit proposals on the election of the corporate bodies and all Shareholders that, on the record date, hold shares granting them at least one vote are entitled to participate and vote in the AGM. Finally, please note that all mandatory prior information in relation to the AGM will be made available in www.ctt.pt. Please see Annex 3 for more details on this.
Therefore, we strongly encourage you, regardless of the number of shares you own, to in the next AGM subscribe proposals (and vote by attending the AGM, by proxy, by correspondence or electronically) endorsing CGENC's Recommendations provided hereto in the context of the election of the members of CTT corporate bodies for 2017-2019, pursuant to the Endorsement Process and Timeline attached as Annex 3.
Best regards,
CTT's Corporate Governance, Evaluation and Nominating Committee
António Gomes Mota Board Vice-Chairman, Lead Independent Director and Chairman of the CGENC
José Baptista Fino Independent Director and Member of the CGENC
Céline Abecassis-Moedas Independent Director and Member of the CGENC 2
2 Céline Abecassis-Moedas was appointed by the Board as member of the CGENC on last 14 February, following the resignation submitted by Rui Horta e Costa and considering that this Committee is composed of a minimum of 3 members under its internal regulations.
This Committee has been undertaking several steps in the context of this selection process with the view to support the election and/or re-election of the members of the corporate bodies of CTT for the 2017-2019 period, as follows:
Directors Diversity and Selection Policies submitted by the CGENC to the Board and approved by the latter:
Adoption of local and international best practices in terms of an independent and objective selection process
Analysis of the key skills required to best meet CTT's strategic objectives and for the Company to be better prepared with talent to face the challenges, as preliminary guidance to drive the selection process
Identification and selection of possible candidates by the CGENC:
Analysis of the conclusions of the work of an external search consultant (Egon Zhender) engaged for this purpose
Annex 2
| occupation. | Independent Chairman of the Board | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Degree in management from ISCTE, MBA from Nova School of Business and Economics and PhD. in management from ISCTE. |
|||||||||
| In addition to his academic role, his position at CTT is now his main | |||||||||
| the Lead independent Director of CTT. | Extensive academic and business experience across different industries and world class Portuguese companies, in executive and non-executive roles and a deep knowledge of governance leadership and practice, having served as chairman and member of boards and internal committees of large listed companies and, more recently, since 2014, as |
||||||||
| In office in CTT since 2013 | |||||||||
| Other positions in listed and large/medium size companies | |||||||||
| ٠ | Member of the Supervisory Board and Chairman of the Audit Committee at EDP (since 2009, being Chairman since 2015) |
||||||||
| Other relevant positions | |||||||||
| Chairman of the Portuguese Institute of Corporate Governance |
The CGENC has concluded that António Gomes Mota has the adequate expertise and experience to be the Independent Chairman of the Board of Directors of CTT in 2017-2019, supported by a long experience at board level of listed companies, with a significant exposure to chairmanship roles, the agenda of the different specialized committees, the dynamics of the Board functioning and international settings. He also adds to the Board a relevant experience in CTT acquired in his tenure as Lead Independent Director and corporate expertise in the fields of finance, risk management and control and business strategy, contributing to his challenging role in relation to the executive team (fostering their alignment with the long term strategy of the Company), to the setting up of sound internal controls and to an informed and impartial decision making process.
The CGENC has very positively assessed the quality of work, professionalism and dedication to office in 2014-2016 of António Gomes Mota, in particular he has been present at 100% of the 10 meetings of the Board, 14 meetings of the Audit Committee and 7 meetings of the CGENC held in 2016.
The positions held in other companies by António Gomes Mota seem not to affect his availability nor to promote conflicts of interest.
On the basis of the statement provided by this candidate, the CGENC believes that António Gomes Mota is deemed independent in accordance with local and international criteria and practices.
After a detailed evaluation of the aforementioned candidate profile and of his compliance with the applicable independence requirements, the CGENC understands that his competences and experience respond well the complexity of the role of Chairman of the Board and to the challenges faced by CTT. The external assessment of the Board pointed out a high quality performance and time commitment in his function as Lead Independent Director. He brings to the Board not only a relevant knowledge of the Company, but also an extensive experience in corporate governance duties and practices, assuring a very good fit to lead the Board in a competitive and challenging environment and to make a smooth and successful transition toward the new governance model that separates the Chairman and CEO roles.
| Francisco de Lacerda (56 years, born in Portugal) |
|
|---|---|
| Vice-Chairman of the Board and CEO | |
| Degree in Business Administration and Management, Universidade Católica Portuguesa. |
|
| His position as CEO of CTT is his main occupation since 2012, with responsibilities in areas such as strategy & development, human resources development, communication & PR and internal audit. |
|
| Extensive experience as CEO and executive director in large listed companies operating in Portugal and abroad, including 25 years in investment, corporate and retail banking across different European countries (mainly in Millennium BCP). He has also a relevant background as independent director in large listed companies, such as EDP Renováveis (serving at the audit committee) and currently Endesa. |
|
| In office in CTT since 2012 | |
| Other positions in listed and large/medium size companies | |
| Non-ExecutiveDirector of Endesa Energia, S.A. (since 2015) ۰ |
|
| Other relevant positions | |
| Chairman of the Board of COTEC Portugal ٠ |
|
| Member of the Board of AEM - Portuguese Issuers Association ٠ |
|
| Member of the Boards of the International Post Corporation and of the |
The CGENC understands that Francisco de Lacerda has the adequate expertise and experience to be the CEO and Vice-Chairman of the Board of Directors of CTT in 2017-2019, considering: his significant track record serving in top executive positions at listed companies relevant players in their sectors, showing his strong leadership skills and strategic orientation; and his industry knowledge gained in 25 years in the banking sector and 5 years at CTT (leading the Company's in the transition to a listed company acting in a competitive environment, implementing various business development and diversification initiatives, and interpreting the industry trends, competitors performance and regulatory developments). His in deep know-how of CTT's organization, businesses and challenges results not only from his responsibilities in the areas referred above, but also from its chairmanship role in CTT subsidiaries active in the Banking and CEP segments deemed pivotal for CTT to capture growth opportunities in the upcoming 3 years.
The CGENC has very positively assessed the quality of work, professionalism and dedication to office in 2014-2016 of Francisco de Lacerda, in line with the conclusions of the external assessment of the Board. The annual assessment of Francisco de Lacerda performance by the CGENC has consecutively place him in the top tier among the executive team. He has been present at 100% of the 10 meetings of the Board and 47 meetings of the Executive Committee held in 2016. Additionally, the separation of the Chairman and CEO roles after the transition post-privatization may allow Francisco de Lacerda to focus on his CEO position as a sole priority. The non-executive position held in a Spanish listed company seems not to affect his availability nor to promote conflicts of interest, but rather strengthen his knowledge of the Spanish market (acquired also through his past nonexecutive role at EDP Renováveis and executive functions at Cimpor).
On the basis of the statement provided by this candidate, the CGENC believes that Francisco de Lacerda is not deemed independent in accordance with local and international criteria and practices solely because he is a candidate to an executive seat. However, this Committee highlight that he has no relationship with any qualified Shareholder that may interfere in his impartiality.
After a detailed evaluation of this candidate profile, the CGENC understands that his expertise, experience and performance are adequate to allow a successful implementation of CTT's strategy aiming at creating value to the Company and Shareholders. Such re-election of the CEO provides stability at the level of the leadership and strategic focus of the executive team, and retention of knowledge of the industry and of the Company. Francisco de Lacerda adds to the Board and the Executive Committee of CTT a sustainable growth-oriented vision, a solid experience and strong leadership to actively contribute to the preparation and execution of the business strategy and to the development of CTT corporate culture and excellency standards.
The CGENC understands that André Gorjão Costa has the adequate expertise and experience to be Board Executive Member and CFO of CTT in 2017- 2019, bringing a significant expertise in the financial area, both from the perspective of his know how in finance & risk and accounting & planning, as well as from the perspective of his track record in the banking and financial services fields (where he is responsible for all partnerships construed by CTT in the recent years and for its payments area, and was the initial coordinator in CTT of the setting up of the postal bank). Such expertise is supported by his experience with large companies and listed companies, acting as senior officer in Santander for 16 years and as CFO of CTT for 5 years. He also adds to the executive team a relevant understanding of the industry and competition Portuguese and EU regulatory framework. Over these years, he has also built capabilities in his interactions with several stakeholders, in particular investors, employees' representatives, regulators and the concession grantor.
The CGENC has very positively assessed the quality of work, professionalism and dedication to office in 2014-2016 of André Gorjão Costa, in line with the conclusions of the external assessment of the Board. The annual assessment of André Gorjão Costa performance by the CGENC has consecutively place him in the top tier among the executive team. He has been present at 100% of the 10 meetings of the Board and at more than 95% of the 47 meetings of the Executive Committee held in 2016. The non-executive position held in Eurogiro seems not to affect his availability nor to promote conflicts of interest, but, on top of representing CTT's interests, strengthen is knowledge in the financial services field.
On the basis of the statement provided by this candidate, the CGENC believes that André Gorjão Costa is not deemed independent in accordance with local and international criteria and practices solely because he is a candidate to an executive seat. However, this Committee highlight that he has no relationship with any qualified Shareholder that may interfere in his impartiality.
After a detailed evaluation of this candidate profile, the CGENC understands that his expertise, experience and performance are adequate to perform the CFO role at CTT in the upcoming term of office, continuing and strengthening the strong efforts carried out in 14/16 in terms of optimization of CTT strong balance sheet, promoting efficiency measures to reduce operating costs and increasing the quality of CTT's financial information. Such reelection also promotes the retention of knowledge of the industry and of the Company in the financial, regulatory and competition areas deemed pivotal for the solid and long term growth of CTT.
| Dionizia Ferreira (51 years, born in Portugal) Executive Board Member |
$\bigoplus$ $\boxtimes$ $\bigoplus$ |
|---|---|
| Economia e Gestão. Executive MBA, AESE Business School. | Degree in Business Administration and Management, Instituto Superior de |
| Her position as Executive Director of CTT is her main occupation since 2012. | |
| Parcels in Spain and Mozambique since 2014/15. | She is responsible for the Mail and Express & Parcels business units at CTT. also overseeing the subsidiaries specialized in advertisement and hybrid mail solutions since 2013, and the international operations of Express $\&$ |
| global banks present in Portugal. | She is also responsible for the Retail Network at CTT, leveraging her extensive experience of 18 years in retail banking both in Portuguese and |
| marketing/retail as a result of 10 years holding senior positions in CTT. | She has relevant experience in the postal services industry and in |
| In office in CTT since 2012 | |
| Other positions in listed and large/medium size companies | |
| N/A | |
| Other relevant positions | |
| N/A |
The CGENC understands that Dionizia Ferreira has the adequate expertise and experience to be Executive Board Member of CTT in 2017-2019, mainly supported by her extensive experience in the mail sector in Portugal and in the express and parcels business in Portugal and Spain. She also adds to the executive team strong capabilities in the marketing area, evidenced by her decisive contribute for the enlargement of CTT advertisement mail and for the launch of a modular express and parcels offer. Her understanding of the retail and distribution networks is evidenced by her strong efforts put into all projects envisaged at maximizing their efficiency and the scalability of CTT assets, such as the opening of Banco CTT at the retail network and the integration of distribution networks that was the main driver of a highly successful cost reduction program.
The CGENC has very positively assessed the quality of her work, professionalism and dedication to office in 2014-2016, in line with the conclusions of the external assessment of the Board. The annual assessment of Dionizia Ferreira performance by the CGENC has consecutively place her in the top tier among the executive team. She has been present at 100% of the 10 meetings of the Board and at more than 95% of the 47 meetings of the Executive Committee held in 2016. She does not accumulate any executive or non-executive positions in companies outside CTT group, thus improving her commitment and the prevention of conflicts of interests.
On the basis of the statement provided by this candidate, the CGENC believes that Dionizia Ferreira is not deemed independent in accordance with local and international criteria and practices solely because she is a candidate to an executive seat. However, this Committee highlight that she has no relationship with any qualified Shareholder that may interfere in her impartiality.
After a detailed evaluation of her profile, the CGENC understands that Dionizia Ferreira has adequate expertise, experience and performance to serve as Executive Member of the Board of Directors of CTT in the upcoming term of office, mainly dedicated to the strategic pillar for CTT relating to capture the growth trend in Express & Parcels in Iberia: (i) by consolidating the work initiated in terms of increasing profitability in Portugal through commercial excellence and diversification in logistics and cargo areas; (ii) by implementing measures aiming at accelerating the operational results increase in Spain; and (iii) by developing initiatives targeting Iberian flows. This re-election brings to CTT a strong knowledge of the Company's operations in the Mail and Express & Parcels activities and an outstanding track record of leading programs aiming the constant increase of operations efficiency. Her expertise and a strong industry knowledge and marketing capabilities may give a relevant contribution on the preservation of the mail business value and on the capturing of opportunities in the Iberian parcels market.
| Nuno Fernandes Thomaz 参図のまく (73 years, born in Portugal) Independent Non-Executive Board Member and Member of the Audit Committee |
|
|---|---|
| LawDegree, Universidade Clássica de Lisboa. | |
| His leadership and consulting roles in university and non-profit organizations (namely in the areas of governance, social responsibility and business ethics) are his main occupation, in addition to his non- executive role at CTT. |
|
| Experience has lawyer of 9 years as well as long experience in executive management roles in more than 25 industrial and financial companies (including Tabaqueira, Molaflex and Incofina) and in oversight functions in large companies and listed companies. |
|
| In office in CTT since 2014 | |
| Other positions in listed and large/medium size companies | |
| • Chairman of the Fiscal Board of Sagasta Finance, STC, S.A. (since 2016) |
|
| • Chairman of Sociedade Gestora do Fundo de Capital de Risco Bem Comum (since 2010) |
|
| Other relevant positions | |
| • Member of the Advisory Committee of Luz Saúde, S.A. | |
| • Chairman of the School Council of Nova School of Business and Economics |
|
| • Vice-Chairman of the Competitiveness Forum | |
| • Member of the Advisory Committee of the Portuguese Institute of Corporate Governance |
|
The CGENC has concluded that Nuno Fernandes Thomaz has the adequate expertise and experience to be an Independent Non-Executive Member of the Board of Directors and member of the Audit Committee of CTT in 2017-2019, mainly supported by his long track record at board level (including with chairmanship roles and both executive and non-executive functions, in large and listed companies) and his deep understanding of corporate governance practices, social responsibility and business ethics (of a major importance for CTT to continue to promote its compliance with the international best practices). He also adds to the Audit Committee the knowledge of the sector and of the Company's objectives and challenges acquired in the past 3 years at CTT, thus allowing an adequate retention of knowledge and a smooth transition, while refreshing the Audit Committee with 2 new members being recommended for election.
The CGENC has very positively assessed the quality of work, professionalism and dedication to office in 2014-2016 of Nuno Fernandes Thomaz, in particular he has been present at 100% of the 10 meetings of the Board and 14 meetings of the Audit Committee held in 2016. The positions held in other companies by Nuno Fernandes Thomaz seem not to affect his availability nor to promote conflicts of interest.
On the basis of the statement provided by the candidate, the CGENC believes that Nuno Fernandes Thomaz does not fall under any of the incompatibility causes and complies with the independence requirements set out in Portuguese laws, as well as is deemed independent in accordance with international criteria and practices.
After a detailed evaluation of the candidate profile and of his compliance with the applicable incompatibility and independence requirements, the CGENC understands that his expertise and experience are suitable to perform the duties of an Independent Non-Executive and Member of the Board of Directors and member of the Audit Committee of CTT in 2017-2019 and he shows the ability to properly dedicate himself to such position, being able to perform his duties with high standards of diligence and contributing, on one side, to the Board's capacity to face industry challenges and meet CTT's strategic objectives and, on the other, to the Audit Committee's role as a supervisory body. This re-election allows for the retention of knowledge and experience in the sectors where the Company operates in, in particular within the Audit Committee.
The CGENC has concluded that José Baptista Fino has the adequate expertise and experience to be an independent Non-Executive Member of the Board of Directors of CTT in 2017-2019, supported by his long experience, both as an active entrepreneur and as representative of relevant shareholder positions in major listed companies. Such track record underpins the knowledge within the Board not only of the investors' perspective and long term investment expectations, but also he brings to the Board an entrepreneurial dynamism, catalyzing the identification and development of business opportunities. This valuable perspective for the boardroom, summed with his relevant know how of CTT and its industry environment acquired in the last 3 years, brings a strong contribute to an effective Board.
The CGENC has very positively assessed the quality of work, professionalism and dedication to office in 2014-2016 of José Baptista Fino, in particular he has been present at 100% of the 10 meetings of the Board and 7 meetings of the CGENC held in 2016. The positions held in other companies by José Baptista Fino seem not to affect his availability nor to promote conflicts of interest.
On the basis of the statement provided by this candidate, the CGENC believes that José Baptista Fino is deemed independent in accordance with local and international criteria and practices.
After a detailed evaluation of the aforementioned candidate profile and of his compliance with the applicable independence requirements, the CGENC understands that his expertise and experience are suitable to perform the duties of an Independent Non-Executive Member of the Board of Directors of CTT in 2017-2019 and he shows the ability to properly dedicate himself to such position, being able to perform his duties with high standards of diligence and contributing to the Board's capacity to face industry challenges and meet CTT's strategic objectives. This re-election allows for the retention of knowledge in the sector and markets where the Company is active and in relation to investors' long term interests, balancing the refreshment gained with 3 new Non-Executive Directors recommended by the CGENC for the Board.
| Céline Abecassis-Moedas �� ♥ (45 years, born in France) |
|
|---|---|
| Non-Executive and Independent Board Member | |
| BA in Management and Economics, Ecole Normale Supérieure de Cachan and La Sorbonne. MSc in Scientific Methods of Management, Dauphine University, and Ph.D. in Management Studies, Ecole Polytechnique, Paris. |
|
| Her first-class academic activities in the area of strategy and innovation and her non-executive positions in listed companies are her main occupation. |
|
| Relevant experience working with corporations as a consultant, teaching executive education (for over 20 years) and sitting at corporate boards, bringing to CTT her knowledge as lead independent director and in other non-executive roles in large companies and listed companies (mainly taking part of specialized board committees, in Portugal and Spain in the last 4 years). |
|
| In office in CTT since 2016 | |
| Other positions in listed and large/medium size companies | |
| Non-Executive Member of the Board of José de Mello Saúde, S.A. ٠ (since 2016) |
|
| Lead Independent Director, Chairwoman of the Nominations and ٠ Remuneration Committee and Member of the Audit Committee of Europac (Papeles y Cartones de Europa, S.A.) (since 2015, being Non-ExecutiveDirector since 2012) |
|
| Other relevant positions | |
| N/A |
The CGENC has concluded that Céline Abecassis-Moedas has the adequate expertise and experience to be a an Independent Non-Executive Member of the Board of Directors of CTT in 2017-2019, on the grounds of her strong academic background on the strategy and innovation areas (over 20 years) and of her relevant experience as Lead Independent Director and member of specialised board committees in a large listed Spanish company (over 4 years). She may provide a relevant contribute in the governance, strategy, innovation and digital areas, strengthening the Board activities related to the performance evaluation and the alignment of long term interests of the executive team and to the framing of CTT's strategic goals.
Céline Abecassis-Moedas has being coopted by the Board in 2016 and for the reasons provided herein, the CGENC will propose to the Board and AGM the ratification of such appointment. Her contribute in 2016 and the positions held in other companies by Céline Abecassis-Moedas seem not to affect her availability and dedication nor to promote conflicts of interest.
On the basis of the statement provided by this candidate, the CGENC believes that Céline Abecassis-Moedas is deemed independent in accordance with local and international criteria and practices.
After a detailed evaluation of the candidate profile and of her compliance with the applicable independence requirements, the CGENC understands that her expertise and experience are suitable to perform the duties of an Independent Non-Executive Member of the Board of Directors of CTT in the 2017-2019 period and she shows the ability to properly dedicate herself to such position, being able to perform her duties with high standards of diligence and contributing, on one side, to the Board's capacity to face industry challenges and meet CTT's strategic objectives and, on the other, to the refreshment and increase of the woman gender within the Board.
The CGENC understands that António Pedro Silva has an adequate expertise and experience to become an Executive Board Member of CTT in 2017- 2019, mainly driven by his strong expertise in retail and sales and his valuable experience in relation to CTT Retail Network, evidenced by his relevant contribution to transform such network, during the last 12 years, in an increasingly important sales and service channel in CTT's revenue growth in all business units and a country wide platform of convenience and multi-services. His extensive experience in sales and retail in banking, mail and parcels industries also provides a solid foundation to speed up the commercial transformation of CTT into a more customer-oriented organization in all businesses, as well as to strengthen the Company's position as a channel of proximity for the marketing of an innovative and competitive portfolio.
António Pedro Silva does not accumulate any executive or non-executive positions in other companies, thus improving his commitment and the prevention of conflicts of interests.
On the basis of the statement provided by this candidate, the CGENC believes that he is not deemed independent in accordance with local and international criteria and practices solely because he is a candidate to an executive seat. However, this Committee highlight that he has no relationship with any qualified Shareholder that may interfere in his impartiality.
After a detailed evaluation of his profile, the CGENC understands that António Pedro Silva has adequate expertise and experience to serve as Executive Member of the Board of Directors of CTT in the upcoming term of office, mainly dedicated to CTT increased commercial focus on B2C and B2B marketing, channels and networks, and contributing to the leveraging of the scalability of CTT assets (including the physical network, the human resources and a brand characterized by the values of proximity and trust). His 32-year professional career demonstrate his strong skills in motivation of teams and in a flexible and continuous maximization of value of a network and sales force placing a diverse portfolio and focused on a "one-stopshop" approach. This new election adds an increased commercial and marketing capabilities and refreshment to the executive team promoting the acceleration of growth in the key markets and the development of a highly competitive services portfolio.
The CGENC understands that Francisco Simão has an adequate expertise and experience to become an Executive Board Member of CTT in 2017- 2019, mainly driven by his solid 11-year professional background first as a consultant at Mckinsey and after in senior level roles in business transformation projects and contacting with advanced technologies. He evidences the proper skills to lead and boost the transformation of CTT to successfully cope with the digital world and to capture opportunities open by new technologies and the digital economy, on one side, promoting convergence with and facing the challenges of CTT physical core business and, on the other, envisaging business diversification and widening the sources of growth generation. His youth, balanced with the long experience of the remaining executive team recommended, brings challenging, refreshed and innovative views and strengths to the decision making process and the strategic thinking and development.
Francisco Simão has an adequate availability to discharge the duties of executive director and his non-executive position held in a Portuguese company seems not to affect his time dedication nor to promote conflicts of interest, but rather strengthen his track record and experience.
On the basis of the statement provided by this candidate, the CGENC believes that Francisco Simão is not deemed independent in accordance with local and international criteria and practices solely because he is a candidate to an executive seat. However, this Committee highlight that he has no relationship with any qualified Shareholder that may interfere in his impartiality.
After a detailed evaluation of his profile, the CGENC understands that Francisco Simão has adequate expertise and experience to serve as Executive Member of the Board of Directors of CTT in the upcoming term of office, playing a key role in bringing new ideas and fresh perspectives into the boardroom aiming to accelerate the evolution of CTT's business, incorporating a digital and information and technology component, from 3 perspectives: developing CTT's IT strategy so as to maximize its competitiveness and efficiency and a business oriented view (promoting innovation, business development and creation of value); leveraging physical/digital hybrid solutions to mitigate the negative impact of the mail volumes decline and revitalize the mail business; and building and launching a new digital strategy aiming at generating relevant additional revenues. This election may add a new generation (already with a solid senior management track record) to CTT executive team, aiming at opening and launching CTT into a new transformation phase where the interplay of innovation and digital solutions is pivotal for the Company's future in a highly ever-changing environment.
| (56 years, born in Portugal) | ||
|---|---|---|
| Non-Executive Board Member | ||
| Civil Engineering Degree and MSc in Structural Engineering, at Instituto Superior Técnico, and PhD in Civil Engineering, at Imperial College, London. |
||
| Presently, Vice-Chairman and CEO at Gestmin. | ||
| Relevant experience in executive and non-executive roles in listed companies and large companies mainly in Portugal and Brazil. Leadership skills and solid know how in business development, ICT, innovation, international markets, risk management, as well as in HR and communication, which brings a relevant contribute to an effective Board. |
||
| Recommended for new election | ||
| Other positions in listed and large/medium size companies | ||
| • Member of the Board of OZ Energia, S.A. (since 2016) | ||
| • Vice-Chairman of the Board and CEO of Gestmin, SGPS (since 2015), Member of the Management Board of Gestmin Servicos and Chairman of the Board of Sogestão (since 2016) |
||
| Other relevant positions | ||
| • Member of the General Council of the Portuguese Institute of Corporate Governance |
||
| • Member of the Board of Directors of COTEC | ||
| . Member of the Advisory Board of the Portuguese Agency for Innovation |
||
| Permanent Member of the Advisory Board of AICEP Portugal | ||
| Vice-President of the Academy of Engineering, Portugal |
The CGENC has concluded that João Bento has the adequate expertise and experience to be a Non-Executive Member of the Board of Directors of CTT in 2017-2019, supported by his proven track record in carrying out management duties over 30 years, in Portuguese listed and large companies active in Portugal and abroad, and operating in regulated sectors and/or sectors facing relevant technological challenges. His leadership skills and his expertise in the areas of business development, innovation, information communications technology, international markets, risk management, communication and human resources, give him a wide and broad perspective and a solid business judgment to contribute to CTT's strategy framing and to closely monitor its deliver and the Board effectiveness.
The number of positions held in other companies by João Bento seems not affect his availability and dedication. In addition, despite the candidate not being independent as stressed below (considering the positions held at a qualified Shareholder), he has the necessary conditions to carry out his duties and comply with his responsibilities diligently and in the interest of the Company with exemption and impartiality, in compliance with the conflicts of interests rules in force at CTT (as control mechanisms imposed on all Directors for the purpose of their required impartiality), namely: (i) as regards Board of Directors' resolutions (given that Directors in conflict cannot participate or vote); (ii) as regards transactions with related parties, which are subject to principles and procedures approved by the Board and the Audit Committee in order to promote the Company's interests.
The CGNEC analysed the fact that, as a Vice-Chairman and CEO of a Shareholder holding more than 2% in CTT's share capital and voting rights, João Bento is not deemed independent in accordance with local and international criteria and practices. In any case, irrespectively of his election, CTT's Board would have a significant number of independent members with an effective ability to monitor, supervise and assess the activity of the remaining Board members and of the executive team. This Commission considers as positive the contribution of Shareholders with qualified holdings and with a long term investment perspective for a closer monitoring of CTT's management.
After a detailed evaluation of the aforementioned candidate profile, the CGENC understands that his expertise and experience are suitable to perform the duties of Non-Executive Member of the Board of Directors of CTT in 2017-2019 and he shows the ability to properly dedicate himself to such position, being able to perform his duties with high standards of diligence and contributing to the Board's capacity to face industry challenges and meet CTT's strategic objectives. This new election favours the Board refreshment, on one side, allowing the maintenance of a positive contribution of Shareholders with qualified holdings and a long term investment perspective and, on the other, not impacting on the overall level of independence of CTT Board.
| Luísa Anacoreta Correia + 80 L (49 years, born in Portugal) |
|||||||
|---|---|---|---|---|---|---|---|
| Independent Board Member and Chairwoman of the Audit Committee |
|||||||
| Degree in Management at Universidade Católica Portuguesa, Master in Economics at Universidade do Porto and PhD in Management at ISCTE. Statutory auditor since 2002. |
|||||||
| Her first-class academic activity and positions in various management and supervisory bodies are her main occupation. |
|||||||
| Experience since 2008 in a variety of oversight roles (including as chairwoman) in listed companies and large companies in Portugal, including a strong accounting, auditing and tax academic and professional background, which will especially provide relevant expertise to the Audit Committee. |
|||||||
| Recommended for new election | |||||||
| Other positions in listed and large/medium size companies | |||||||
| Non-Executive Board Member and Audit Committee Member at Impresa (since 2008) |
|||||||
| Chairwoman of the Fiscal Board of Sogrape, SGPS (since 2015) | |||||||
| Other relevant positions | |||||||
| Partner of the Novals, Anacoreta & Associado, SROC | |||||||
| Chairwoman of the Fiscal Board of the Portuguese Statutory Accountants Bar |
The CGENC has concluded that Luísa Anacoreta Correia has the adequate expertise and experience to be an Independent Non-Executive Member of the Board of Directors and Chairwoman of the Audit Committee of CTT in 2017-2019, on the grounds of her strong academic background on the accounting and tax areas (over 20 years), her in-deep expertise as statutory auditor (over 14 years) and her relevant experience in oversight roles in listed and large companies (over 8 years). Her proven track record may provide a relevant contribute to the Audit Committee's dynamics, leadership and ability to oversee the quality and integrity of the financial information, supervise risk management and internal controls, and to select and evaluate the statutory auditor.
The positions held in other companies by Luísa Anacoreta Correia seem not to affect her availability nor to promote conflicts of interest.
On the basis of the statement provided by the candidate, the CGENC believes that Luísa Anacoreta Correia does not fall under any of the incompatibility causes and complies with the independence requirements set out in Portuguese laws, as well as is deemed independent in accordance with international criteria and practices.
After a detailed evaluation of the candidate profile and of her compliance with the applicable incompatibility and independence requirements, the CGENC understands that her expertise and experience are suitable to perform the duties of Independent Non-Executive and Member of the Board of Directors and Chairwoman of the Audit Committee of CTT in the 2017-2019 period and she shows the ability to properly dedicate herself to such chairmanship position, being able to perform her duties with high standards of diligence and contributing, on one side, to the Board's capacity to face industry challenges and meet CTT's strategic objectives and, on the other, to the Audit Committee's role as a supervisory body. This new election allows a refreshment of this corporate body of CTT in line with the rotation best practices and adding expertise in the accounting, auditing and tax fields, as well as an increase of the woman gender within the Board and the Audit Committee.
The CGENC has concluded that Belén Amatriain Corbi has the adequate expertise and experience to be an Independent Non-Executive Member of the Board of Directors and Member of the Audit Committee of CTT in 2017-2019, on the grounds of her strong management experience (for over 30 years and including CEO and CMO roles at a global telecom operator listed in Spain) and solid expertise in the telecommunications, technological and digital industries (over 15 years) and more recently in the banking sector (for 3 years). She also adds to the Audit Committee of CTT a strong understanding of the areas of risk management and internal controls, supported in her relevant experience at several audit and risk committees, in particular at Banco Evo (being aware of the European framework governing credit institutions). She has also a relevant know how in corporate governance best practices, bringing additional views to the Board on matters related to nominations and remuneration.
The positions held in other companies by Belén Amatriain Corbi seem not to affect her availability nor to promote conflicts of interest.
On the basis of the statement provided by the candidate, the CGENC believes that Belén Amatriain Corbi does not fall under any of the incompatibility causes and complies with the independence requirements set out in Portuguese laws, as well as is deemed independent in accordance with international criteria and practices.
After a detailed evaluation of the candidate profile and of her compliance with the applicable incompatibility and independence requirements, the CGENC understands that her expertise and experience are suitable to perform the duties of an Independent Non-Executive and Member of the Board of Directors and Member of the Audit Committee of CTT in the 2017-2019 period and she shows the ability to properly dedicate herself to such position, being able to perform her duties with high standards of diligence and contributing, on one side, to the Board's capacity to face industry challenges and meet CTT's strategic objectives and, on the other, to the Audit Committee's role as a supervisory body. This new election also contributes to a refreshment of this corporate body of CTT in line with the rotation best practices, as well as to the increase of the woman gender within the Board and the Audit Committee, while reinforcing the presence of an international experience in the Board in a relevant market for CTT (Spain) and strengthening the Board's expertise in the digital world.
The CGENC has concluded that Rafael Valverde has the adequate expertise and experience to be an independent Non-Executive Member of the Board of Directors of CTT in 2017-2019, supported by his long 30-year experience at board and executive level in banking industry. His extensive and actual experience in the investment banking industry provides a relevant contribution to the strategic guidance at Board level. The skills acquired during his professional track record on commercial, M&A and financial and banking fields give him the ability to monitor and evaluate the executive team performance and challenge the launch of new business opportunities, as well as the accomplishment of the Company's strategic goals and results over the long term. He also brings to the Board his knowledge in respect to the best corporate governance practices mainly as far as nominations and remuneration are concerned.
The position held in another company by Rafael Valverde seem not to affect his availability nor to promote conflicts of interest.
On the basis of the statement provided by this candidate, the CGENC believes that Rafael Valverde is deemed independent in accordance with local and international criteria and practices.
After a detailed evaluation of the aforementioned candidate profile and of his compliance with the applicable independence requirements, the CGENC understands that his expertise and experience are suitable to perform the duties of an Independent Non-Executive Member of the Board of Directors of CTT in 2017-2019 and that he shows the ability to properly dedicate himself to such position, being able to perform his duties with high standards of diligence and contributing to the Board's capacity to face sector challenges and meet CTT's strategic objectives. This new election favours the Board refreshment of this corporate body of CTT, while reinforcing with an extensive experience and deep knowledge of the local market obtained through his career in the banking sector, reinforcing also the presence of an international experience in the Board in a relevant market for CTT (Spain) and strengthening the Board's expertise in the commercial, M&A and financial and corporate governance areas acquired in large companies and in a listed company.
The candidates to the Board recommended herein show the following level of diversity in terms of gender, age, independence, tenure, academic background and professional background:
More than 30% women in the Board (6% increase)
54% independent Board members (vs. 50% in 2016, including all Audit Committee's members)
64% Economics & Manag. education, including 4 leading academics and 8 former CEOs and CFOs
77% of the candidates younger than 60 years (from 58Y to 54Y age average)
3Y tenure average of the candidates for re-election, with >95% attendance average in 2016
38% has expertise >6Y in the sectors where CTT operates in (Mail, CEP, FS and Banking)
| Leadership | Strategy & Management |
Financial & Risk |
Accounting & Auditing |
Sector/ Industry |
Marketing/ Commercial & Communication |
IT $\mathcal{S}_n$ Technology |
$Lecal \$ Regulation |
Human Resources |
Governance. Social Respons. & Ethics |
International |
|---|---|---|---|---|---|---|---|---|---|---|
| 54% | 100% | 54% | 46% | 77% | 38% | 15% | 15% | 23% | 38% | 92% |
| ❀ | W | ⊟ | X | K | 竹竹 | ⊙ |
To submit proposals for the 2017 AGM endorsing one or more of the Recommendations made herein by the CGENC, please complete and sign the following forms/proposals within the timeline referred below and send it to CTT's registered offices, attaching the required documentation also indicated below:
FORM I
| TO THE ATTENTION OF: |
|---|
| Mr. Júlio de Castro Caldas - Chairman of the Board of General Meeting of Shareholders of |
| CTT – CORREIOS DE PORTUGAL, S.A. |
| COPY TO: |
| Mr. António Gomes Mota - Chairman of the Corporate Governance, Evaluation and Nominating Committee of |
| CTT – CORREIOS DE PORTUGAL, S.A. |
| Av. D. João II, no. 13, 12th floor – 1999-001 Lisbon |
Fax: + 351 210 471 994
E-mail: [email protected]
SUBJECT: ANNUAL GENERAL MEETING OF 20 APRIL 2017
| Full name / corporate name: _______________ | |||||
|---|---|---|---|---|---|
| Tax identification number / corporate identification number: ______ | |||||
| Address or registered office: _______________ | |||||
| Telephone: _________ | Email: __________ |
The Shareholder identified above, in his/her/its capacity as holder, on the date hereof, of ________________________ shares in CTT – Correios de Portugal, S.A. ("CTT" or "Company"), representing ____% of the Company's share capital, registered with the financial intermediary(ies) ___________________________________________ (according to the attached certificate/statement(s)), hereby submits the following proposal to be resolved in the next Annual General Meeting of CTT (to be convened by the Chairman of the Board of the General Meeting, following a request of the Board of Directors and expected to occur on 20 April 2017):
The election of the following 13 members of the Board of Directors, including 3 members of the Audit Committee, for the 2017-2019 term of office:
| Identification | Position |
|---|---|
| António Sarmento Gomes Mota, Married, Rua das Salgadeiras, nr. 9, 1200- | Chairman of the Board |
| 395 Lisboa, Tax Payer nr. 118 937 570 | |
| Francisco José Queiroz de Barros de Lacerda, Married, Rua das Amoreiras, | Vice-Chairman of the Board |
| nr. 78 – 7th, 1250-024 Lisboa, Tax Payer nr. 132 480 131 | |
| André Manuel Pereira Gorjão de Andrade Costa, Married, Rua Manuel da | Board Member |
| Fonseca, nr. 8 – 1th A, 1600-308 Lisboa, Tax Payer nr. 206 028 598 | |
| Dionizia Maria Ribeiro Farinha Ferreira, Divorced, Avenida Marginal, 8648, | Board Member |
| Condomínio Estoril Sol Residence, Edifício Cascais, 10th B, 2760-427 | |
| Cascais, Tax Payer nr. 180 551 353 | |
| Nuno de Carvalho Fernandes Thomaz, Married, Rua da Imprensa Nacional | Audit Committee Member and Board Member |
| nr. 83 – 3th, 1250-124 Lisboa, Tax Payer nr. 152 746 196 | |
| José Manuel Baptista Fino, Divorced, Av. 25 de Abril, nr. 1097 – 6th B, | Board Member |
| 2750-515 Cascais, Tax Payer nr. 123 676 100 | |
| Identification | Position |
|---|---|
| Céline Dora Judith Abecassis-Moedas, Married, Rua Maria Ulrich – 4 B Bloco 3 - 4 left, 1070-169 Lisboa, Tax Payer nr. 248 378 996 |
Board Member |
| António Pedro Ferreira Vaz da Silva, Married, Rua António José Saraiva, nr. | Board Member |
| 4-3th Right, 2650-383 Amadora, Tax Payer nr. 186 607 300 | |
| Francisco Maria da Costa de Sousa de Macedo Simão, Married, Rua | Board Member |
| Tenente Ferreira Durão, 41-1th, 1350-311 Lisboa, Tax Payer nr. 225 443 | |
| 465 | |
| João Afonso Ramalho Sopas Pereira Bento, Married, Rua Silva Carvalho, | Board Member |
| nr. 244-1th A, 1250-259 Lisboa, Tax Payer nr. 108 036 351 | |
| Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia, Married, | Chairman of the Audit Committee and Board |
| Rua do Paraíso da Foz, nr. 129, 4150-566 Porto, Tax Payer nr. 192 826 | Member |
| 115 | |
| Belén Amatriain Corbi, Divorced, Principe de Vergara, 111 Duplicado, | Audit Committee Member and Board Member |
| 28002 Madrid, Spain, Tax Payer nr. 502 945 64G | |
| Rafael Caldeira de Castel-Branco Valverde, Divorced,Rua Caio Prado 363, | Board Member |
| Apto 212 (Consolação) 01303-001 São Paulo – SP Brasil, Tax Payer nr. | |
| 231 180 818-48 |
For the purpose of article 289 of the Companies Code, please consider the curriculum vitae and the statements in respect to incompatibility and independence tests provided by the aforementioned nominees to the Corporate Governance, Evaluation and Nominating Committee of CTT. Accordingly, in this proposal are considered 7 independent nominees (including for Chairman of the Board and all the members of the Audit Committee and 3 other Independent nominees) and the re-election of 7 Directors (including 3 Executive Directors) and the election of 6 new Directors (including 2 Executive Directors). In any case, the appointment of the members of the Executive Committee and of any Board internal committee for the 2017-2019 period is subject to the approval of the Board of Directors after its election in the Annual General Meeting.
Yours faithfully,
8 March 2017
_______________________________
Name: Capacity:
| TO THE ATTENTION OF: |
|---|
| Mr. Júlio de Castro Caldas - Chairman of the Board of General Meeting of Shareholders of |
| CTT – CORREIOS DE PORTUGAL, S.A. |
| COPY TO: |
| Mr. António Gomes Mota - Chairman of the Corporate Governance, Evaluation and Nominating Committee of |
| CTT – CORREIOS DE PORTUGAL, S.A. |
| Av. D. João II, no. 13, 12th floor – 1999-001 Lisbon |
| Fax: + 351 210 471 994 |
| E-mail: [email protected] |
| SUBJECT: ANNUAL GENERAL MEETING OF 20 APRIL 2017 |
| Full name / corporate name: _______________ | ||
|---|---|---|
| Tax identification number / corporate identification number: _______ | ||
| Address or registered office: _______________ | ||
| Telephone: _________ | Email: __________ |
The Shareholder identified above, in his/her/its capacity as holder, on the date hereof, of ________________________ shares in CTT – Correios de Portugal, S.A. ("CTT" or "Company"), representing ____% of the Company's share capital, registered with the financial intermediary(ies) ___________________________________________ (according to the attached certificate/statement(s)), hereby submits the following proposals to be resolved in the next Annual General Meeting of CTT (to be convened by the Chairman of the Board of the General Meeting, following a request of the Board of Directors and expected to occur on 20 April 2017):
The election of the 2 following members of the Board of the Shareholders General Meeting for the 2017-2019 term of office:
| Identification | Position |
|---|---|
| Júliode Lemos de Castro Caldas, Married, Rua do Possolo nr.22 -R/c, 1350- 2551 Lisboa, Tax Payer nr. 139 866 817 |
Chairman |
| Francisco Maria Freitas de Moraes Sarmento Ramalho, Married, Rua Vasco | Vice-Chairman |
da Gama nr. 9, 2765-512 S. João do Estoril, Tax Payer nr. 156 860 139
For the purpose of article 289 of the Companies Code, please consider the curriculum vitae and the statements in respect to incompatibility and independence tests provided by the aforementioned nominees to the Corporate Governance, Evaluation and Nominating Committee of CTT.
The election of the 3 following members of the Remuneration Committee for the 2017-2019 term of office, who if elected will have the powers to approve its internal regulations in compliance with the Company's By-laws:
| Identification | Position |
|---|---|
| João Luis Ramalho de Carvalho Talone, Married, Campo Mártires da Pátria nr. 91 – 2th, 1150 -227 Lisboa, Tax Payer Nr. 166 456 942 |
Chairman |
| Rui Manuel Meireles dos Anjos Alpalhão, Married, Rua Xavier Araújo, nr.11 | Member |
Núcleo 4 – 7th, 1600-226 Lisboa, Tax Payer Nr. 149 038 330
| Identification | Position |
|---|---|
| Manuel Fernando Macedo Alves Monteiro, Married, Travessa Santa Cruz, | Member |
| nr. 143, 2750-064 Cascais, Tax Payer Nr. 158 731 093 |
For the purpose of article 289 of the Companies Code, please consider the curriculum vitae and the statements in respect to independence tests provided by the aforementioned nominees to the Corporate Governance, Evaluation and Nominating Committee of CTT.
Elected members of the Remuneration Committee shall receive a monthly remuneration, twelve times a year, of the following amount:
Chairman: One thousand six hundred and fifty euros; and Members: One thousand and five hundred euros, each.
Yours faithfully,
8 March 2017
_______________________________
Name: Capacity:
| TO THE ATTENTION OF: |
|---|
| Mr. Júlio de Castro Caldas - Chairman of the Board of General Meeting of Shareholders of |
| CTT – CORREIOS DE PORTUGAL, S.A. |
| COPY TO: |
| Mr. António Gomes Mota - Chairman of the Corporate Governance, Evaluation and Nominating Committee of |
| CTT – CORREIOS DE PORTUGAL, S.A. |
| Av. D. João II, no. 13, 12th floor – 1999-001 Lisbon |
Fax: + 351 210 471 994 E-mail: [email protected]
SUBJECT: ANNUAL GENERAL MEETING OF 20 APRIL 2017
| Full name / corporate name: _______________ | ||
|---|---|---|
| Tax identification number / corporate identification number: _______ | ||
| Address or registered office: _______________ | ||
| Telephone: _________ | Email: __________ |
The Shareholder identified above, in his/her/its capacity as holder, on the date hereof, of ________________________ shares in CTT – Correios de Portugal, S.A. ("CTT" or "Company"), representing ____% of the Company's share capital, registered with the financial intermediary(ies) ___________________________________________ (according to the attached certificate/statement(s)), hereby submits the following proposal to be resolved in the next Annual General Meeting of CTT (to be convened by the Chairman of the Board of the General Meeting, following a request of the Board of Directors and expected to occur on 20 April 2017):
Yours faithfully,
8 March 2017
_______________________________________
Name: Capacity:
The proposals/forms referred in A. must be accompanied by the following documentation:
Alternatively, you may provide us with (1) a power of attorney whereby the Shareholder(s) grants powers to the signee(s) to represent the Shareholder(s) in this act issued in a notary or (2) an updated commercial registration certificate of the Shareholder(s) or equivalent document evidencing the position/powers of the signee(s) (if you are sending more than one form/proposal signed by the same representative, one of the document referred in (1) or (2) will be sufficient).
In all cases, please send a copy of the ID card, citizen card, passport or equivalent identification document of the signee(s) (his/her signature must be the same as on such identification document in all forms/proposals).
The proposals/forms referred in A. duly signed and with the attached documents referred in B. may be sent by email or fax and subsequently the respective originals shall be delivered by post to the following addresses:
By email: [email protected]
By fax: + 351 210 471 994
By post: Av. D. João II, no. 13, Parque das Nações, 12th floor, 1999-001 Lisbon, Portugal
This Letter / Recommendations and its annexes are available on the Company's website at www.ctt.pt and on the Portuguese Securities Commission's (Comissão do Mercado de Valores Mobiliários) website at www.cmvm.pt.
From the date of publication of the AGM notice, the resolution proposals that will be presented to the AGM and further preparatory information required by law will be available to Shareholders for consultation at the Company's registered office, located at Av. D. João II, no. 13, parish of Parque das Nações, 1999-001 Lisbon, during business hours, as well as on the Company's website at www.ctt.pt and on the Portuguese Securities Commission's (Comissão do Mercado de Valores Mobiliários) website at www.cmvm.pt.
| DATE | EVENT | OBJECTIVE |
|---|---|---|
| 8 March | Shareholders' proposals opting to endorse CGEN's Recommendations |
Should Shareholders intend to endorse 1 or more of CGENC's Recommendations, please deliver us in this date the proposals with the required documentation 1/2 |
| 9 March | CTT issues the Notice to convene the AGM | CTT to disclose AGM notice and all proposals received 2 |
| 14 March | Shareholders' deadline to submit any proposals or new items for the AGM |
Shareholders with at least 2% may submit any proposals or request new items for the agenda, in the 5 days after the notice to convene being made public 2 |
| 10 April | Shareholders' deadline to inform on their intention to participate in the AGM |
Shareholders to inform their financial intermediaries of their intention to participate in the AGM 2 |
| 11 April | Financial intermediaries' deadline to inform on shareholding on Record Date |
Financial intermediaries to inform CTT of the no. of shares held by Shareholders intending to participate (by reference to the RecordDate, 0h00 GMT of 11 April) 2 |
| 20 April | Annual General Meeting 2 |
Shareholders that, on the record date (which is 0:00 a.m. GMT on the 5th trading day preceding the date of the AGM), hold shares granting them, by law and the By-laws, at least one vote, are entitled to participate in the AGM and intervene and vote therein. The exercise of the right to participate, intervene and vote at the AGM is not affected by the transfer of the shares after the record date, nor does it depend on said shares being blocked between that date and the date of the AGM.
Shareholders intending to participate in the AGM must so state, in writing, to the financial intermediary where their individual securities account is open and, at the latest, by 11:59 p.m. (GMT) of the day preceding the record date and may use, for such purpose, the form available at CTT registered office and on the website at www.ctt.pt. In turn, financial intermediaries that are informed of their client's intention to participate in the AGM shall send to the Chairman of the Board of the AGM, Mr. Júlio de Castro Caldas, by 11:59 p.m. (GMT) of the record date, information on the number of shares registered under the client's name with reference to the Record Date and may use the e-mail address [email protected] for such purpose. Voting by proxy, correspondence or electronically will be permitted under the terms and conditions set forth in the AGM Notice.
The members of the corporate bodies are appointed at the AGM by majority of the votes cast by Shareholders present or represented (or by the most voted proposal in case of several proposals being submitted).
Any Shareholder(s) that own(s) shares representing, at least, 2% of the share capital may request the inclusion of items on the agenda of the AGM and/or the inclusion of resolution proposals relating to items referenced in the AGM notice or added thereto, by written request addressed to the Chairman of the AGM Board, within 5 days from the publication of the AGM notice, together with a document evidencing the ownership of said shareholding and a resolution proposal.
The corporate bodies are elected through lists, except in the event of the election of a single member, and the lists proposed for the Board composition shall indicate the Audit Committee's members. One of the members of the Board can be elected among persons proposed in lists submitted by groups of Shareholders, provided that these groups hold shares representing at least 10% of the share capital and not more than 20%.
Annex 4 Curricula Vitae and Statements on Incompatibilities and Independence
Chairman of the Board of Directors of CTT - Correios de Portugal, S.A. (CTT) (Non-Executive and Independent)
| Age (date of birth and nationality) | 58 years (10 June 1958, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | 12 November 2013 |
| Proposed term of office | 2017-2019 |
Vice-Chairman of the Board of Directors and Chief Executive Officer (CEO) of CTT - Correios de Portugal, S.A. (CTT)
| Age (date of birth and nationality) | 56 years (24 September 1960, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | 24 August 2012 |
| Proposed term of office | 2017-2019 |
-1982: Degree in Business Administration and Management, Universidade Católica Portuguesa
Number of CTT shares held: 67,982
Member of the Board of Directors and Chief Financial Officer (CFO) of CTT - Correios de Portugal, S.A. (CTT)
| Age (date of birth and nationality) | 43 years (1 June 1973, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | 24 August 2012 |
| Proposed term of office | 2017-2019 |
-1996: Degree in in Economics, Nova School of Business and Economics
Number of CTT shares held: 55,508
Member of the Board of Directors and of the Executive Committee of CTT - Correios de Portugal, S.A. (CTT)
| Age (date of birth and nationality) | 51 years (3 January 1966, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | 24 August 2012 |
| Proposed term of office | 2017-2019 |
Other external functions held (last 5 years)
Number of CTT shares held: 48,828
Non-Executive Member of the Board of Directors and Member of the Audit Committee of CTT - Correios de Portugal, S.A. (CTT) (Independent)
| Age (date of birth and nationality) | 73 years (5 August 1943, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | 24 March 2014 |
| Proposed term of office | 2017-2019 |
-1965: Law Degree, Universidade Clássica de Lisboa
-2014 -2016: Chairman of the Ethics Committee of CTT
Non-Executive Member of the Board of Directors of CTT - Correios de Portugal, S.A. (CTT) (Independent)
| Age (date of birth and nationality) | 63 years (10 January 1954, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | 19 December 2014 |
| Proposed term of office | 2017-2019 |
-1972-74: Attended the course on Business Studies in North East London Polytechnic, UK
-2014 – 2016: Non-Executive Member of the Board of Directors of CTT
Non-Executive Member of the Board of Directors of CTT - Correios de Portugal, S.A. (CTT) (Independent)
| Age (date of birth and nationality) | 45 years (1 June 1971, French) |
|---|---|
| Date of 1st appointment in CTT | 4 August 2016 |
| Proposed term of office | 2017-2019 |
-2016: Non-Executive Member of the Board of Directors of CTT
Member of the Board of Directors and of the Executive Committee of CTT - Correios de Portugal, S.A. (CTT)
| Age (date of birth and nationality) | 50 years (13 November 1966, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | Proposed new election |
| Proposed term of office | 2017-2019 |
-1984: High School Degree, Amadora School
Management and supervisory functions held in other companies (last 5 years)
----
Other external functions held (last 5 years)
Member of the Board of Directors and of the Executive Committee of CTT - Correios de Portugal, S.A. (CTT)
| Age (date of birth and nationality) | 34 years (4 October 1982, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | Proposed new election |
| Proposed term of office | 2017-2019 |
-2016 – …: Chairman of the Board of Directors of Escrita Inteligente, S.A. (digital start-up acquired by CTT)
-2014-…: Head of CTT Strategy and Development
Other external functions held (last 5 years)
Non-Executive Member of the Board of Directors of CTT - Correios de Portugal, S.A. (CTT)
| Age (date of birth and nationality) | 56 years (12 November 1960, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | Proposed new election |
| Proposed term of office | 2017-2019 |
Management and supervisory functions held internally and other internal functions held
----
Number of CTT shares held: 9,550 as of 1 February 2017
Non-Executive Member of the Board of Directors and Chairwoman of the Audit Committee of CTT - Correios de Portugal, S.A. (CTT) (Independent)
| Age (date of birth and nationality) | 49 years (14 December 1967, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | Proposed new election |
| Proposed term of office | 2017-2019 |
Non-Executive Member of the Board of Directors and Member of the Audit Committee of CTT - Correios de Portugal, S.A. (CTT) (Independent)
| Age (date of birth and nationality) | 58 years (29 December 1958, Spanish) |
|---|---|
| Date of 1st appointment in CTT | Proposed new election |
| Proposed term of office | 2017-2019 |
Non-Executive Member of the Board of Directors of CTT - Correios de Portugal, S.A. (CTT) (Independent)
Age (date of birth and nationality) 63 years (15 April 1953, Portuguese) Date of 1st appointment in CTT Proposed new election Proposed term of office 2017-2019
-1975: Degree in Economics, Instituto Superior de Economia, Universidade Técnica de Lisboa - Lisboa
Chairman of the Board of the Shareholders General Meeting of CTT - Correios de Portugal, S.A. (CTT) (Independent)
| Age (date of birth and nationality) | 73 years (19 November 1943, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | 12 November 2013 |
| Proposed term of office | 2017/2019 |
-1966: Degree in Law, Faculdade de Direito de Lisboa
-2013 – 2016: Chairman of the Board of the Shareholders General Meeting of CTT
Vice-Chairman of the Board of the Shareholders General Meeting of CTT - Correios de Portugal, S.A. (CTT) (Independent)
| Age (date of birth and nationality) | 51 years (26 January 1966, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | 12 November 2013 |
| Proposed term of office | 2017/2019 |
-2013 – 2016: Vice-Chairman of the Board of the Shareholders General Meeting of CTT
Chairman of the Remuneration Committee of CTT - Correios de Portugal, S.A. (CTT) (Independent)
| Age (date of birth and nationality) | 65 years (27 October 1951, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | 24 March 2014 |
| Proposed term of office | 2017/2019 |
-Chairman of the Remuneration Committee of CTT
Member of the Remuneration Committee of CTT - Correios de Portugal, S.A. (CTT) (Independent)
Age (date of birth and nationality) 53 years (5 August 1963, Portuguese)
Date of 1st appointment in CTT 24 March 2014
Proposed term of office 2017/2019
-Member of the Remuneration Committee of CTT
-Member of the Committee of the PSI20 Index at Euronext Lisbon
Member of the Remuneration Committee of CTT - Correios de Portugal, S.A. (CTT) (Independent)
| Age (date of birth and nationality) | 59 years (12 April 1957, Portuguese) |
|---|---|
| Date of 1st appointment in CTT | 28 April 2016 |
| Proposed term of office | 2017/2019 |
-Member of the Remuneration Committee of CTT
Other external functions held (last 5 years)
Information prepared on the basis of the statements in respect to incompatibility and independence tests applicable, provided by the candidates to this Committee:
| NAME | RECOMMENDED POSITION | INCOMPATIBILITIES/INDEPENDENCE |
|---|---|---|
| Board of Directors | Independence tests under the recommendations of the Portuguese Securities and Exchange Commission (2013 Corporate Governance Code) |
|
| António Gomes Mota | Non-Executive Chairman | Independent |
| Francisco de Lacerda | Board Vice-Chairman and CEO | Not Independent, solely because he is a candidate to an executive seat; No relationship with qualified Shareholders |
| André Gorjão Costa | CFO | Not Independent, solely because he is a candidate to an executive seat; No relationship with qualified Shareholders |
| Dionizia Ferreira | Executive Member | Not Independent, solely because she is a candidate to an executive seat; No relationship with qualified Shareholders |
| José Baptista Fino | Non-Executive Member | Independent |
| Céline Abecassis-Moedas | Non-Executive Member | Independent |
| António Pedro Silva | Executive Member | Not Independent, solely because he is a candidate to an executive seat; No relationship with qualified Shareholders |
| Francisco Simão | Executive Member | Not Independent, solely because he is a candidate to an executive seat; No relationship with qualified Shareholders |
| João Bento | Non-Executive Member | Not Independent; Related to a qualified Shareholder |
| Rafael Valverde | Non-Executive Member | Independent |
| Audit Committee | Incompatibilities and independence legal requirements (arts. 423-B, 414-A and 414(5) of the Portuguese Companies Code) |
|
| Luísa Anacoreta Correia | Chairwoman of the Audit Committee and Non-Executive Board Member |
Independent and no incompatibility causes |
| Nuno Fernandes Thomaz | Member of the Audit Committee and Non-Executive Board Member |
Independent and no incompatibility causes |
| Belén Amatriain Corbi | Member of the Audit Committee and Non-Executive Board Member |
Independent and no incompatibility causes |
| Board of the General Meeting | Incompatibilities and independence legal requirements (arts. 374-A, 414-A and 414(5) of the Portuguese Companies Code) |
|
| Júlio Castro Caldas | Chairman | Independent and no incompatibility causes |
| Francisco Ramalho | Vice-Chairmam | Independent and no incompatibility causes |
| Remuneration Committee | Independence tests under the recommendations of the Portuguese Securities and Exchange Commission (2013 Corporate Governance Code) |
|
| João Talone | Chairman | Independent |
| Rui Alpalhão | Member | Independent |
| Manuel Alves Monteiro | Member | Independent |
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.