I. General Meeting

a) Composition of the Board of the General Meeting in the year of reference

I.11. Identification and position of the members of the Board of the General
Meeting and respective term of office (start and end)

The following members of the Board of the General Meeting were elected for the
term of office 2012-2014:

name Position date of 1stappontment Term of office in course
Pedro Maia Chairman 27.03.2012 2012-2014
Duarte Vasconcelos Vice-Chairman 24.10.2008 2012-2014

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The Annual General Meeting of 27 March 2012 deliberated that 2012 would be
specified as a time reference for the start of subsequent terms of office, the first
of which corresponds to the three year period of 2012-2014.

In the performance of his duties, the Chairman of the Board of the General
Meeting has the support of the Vice-Chairman of the Board, as well as of the
Company Secretary, Pedro Cabral Nunes, within their legal powers.

b) Exercise of Voting Rights

I.12. Possible restrictions with regard to voting rights, such as limitations on
exercising voting rights depending on the ownership of a number or percentage
of shares, times imposed for exercising voting rights or systems for detaching
ownership content (Art. 245(A)(1)(f)

Following best practices on shareholder participation in the general meetings of
companies with shares admitted to trading in a regulated market, REN’s Articles
of Association set out the principle of ‘one share one vote’.

Without prejudice to that referred to in I.2. and I.5., there are no restrictions on
voting rights, such as limitations on exercising voting rights depending on the
ownership of a number or percentage of shares.

Owners of one or more shares on the ‘Record Date’ may attend, participate in
and vote at the REN General Meeting, as long as they comply with the following
requirements:

a) Shareholders wishing to participate in the General Meeting should express
this intention in writing to the Chairman of the Board of the General
Meeting and the financial intermediary, with whom they have opened the
relevant individual securities account, up to the day before the ‘Record
Date’. This communication may be sent by e-mai21;

b) In turn, the abovementioned financial intermediary shall send to the
Chairman of the Board of the General Meeting, up to the end of the day
corresponding to the ‘Record Date’, information on the number of shares
registered in the name of the shareholder on that date. This communication
may be sent by e-mail22.


Shareholders with voting rights may be represented at a General Meeting by
means of a person with full legal capacity, by written document addressed to the
Chairman of the Board of the General Meeting, communicating the name(s) of
the representative(s), under the terms of law and of the notice to convene. This
communication may be sent by e-mail23.

REN’s shareholders who hold shares on a professional basis in their own name
but on behalf of clients, may cast votes as required with their shares, as long
as they submit this fact to the Chairman of the Board of the General Meeting
before the ‘Record Date’ and using proportional and sufficient proof: (a) the
identification of each client and the corresponding number of shares that will be
voted on his behalf; (b) the specific voting instructions on each of the items on
the agenda as provided by each of their clients.

REN’s shareholders may submit their votes by correspondence for each item on
the agenda, by letter signed with the same signature as on their identification
document, enclosing a legible photocopy of such document, if the shares are held
by an individual shareholder, or duly notarized signature of the proxy, in the event
that the shares are held by a legal person24.

This letter should be addressed to the Chairman of the Board of the General
Meeting and sent by post with acknowledgement of receipt to REN’s registered
office at least three business days prior to the date of the General Meeting, except
if the relevant notice to convene establishes a different time. The Chairman of the
Board of the General Meeting shall verify the authenticity and regularity of the
votes cast by correspondence as well as ensure that they remain confidential until
the voting takes place25.

It is also established that these votes are considered to be votes against, in the
case of resolution proposals submitted after the date on which they were cast.
In order to facilitate votes by correspondence, REN provides a voting ballot on its
website26 a model voting ballot which may be used for such purpose, and upon
request, may also send a voting ballot and an envelope to shareholders for the
purpose of postal submission.

There are currently no plans for the implementation of voting by electronic
means, as REN considers the participation of its shareholders to be fully ensured
through vote by correspondence and methods of representation (as outlined
above). Moreover, REN considers that voting by electronic means would not
represent added value to its shareholders, especially taking into account its
voting rights, the reduced breakdown of capital and the fact that REN has not
received a single vote by correspondence in its recent general meetings.

In summary, REN considers that it provides all the necessary mechanisms
to encourage its shareholders to participate and vote in general meetings.

REN’s articles of association do not provide for any systems for detaching
ownership content and there is no mechanism in place to cause any conflict
between the right to receive dividends or the underwriting of new securities
and the principle of ‘one share, one vote’.

21 Cf. Article 12(8) of the Articles of Association.
22 Cf. Article 12(9) of the Articles of Association.
23 Cf. Article 12(10) of the Articles of Association.
24 Cf. Article 12(5) of the Articles of Association.
25 Cf. Article 12(5) and (6) of the Articles of Association.
26 www.ren.pt

I.13. Information on the maximum percentage of voting rights that can be
exercised by a sole shareholder or by shareholders with whom they maintain a
relationship pursuant to paragraph 1 of Article 20.

As referenced above in I.5, the maximum percentage of voting rights that can
be exercised by a sole shareholder or by shareholders with whom they maintain
a relationship pursuant to paragraph 1 of Article 20 of the Portuguese Securities
Code, on his behalf or as representative of another shareholder, is 25% of the
votes corresponding to REN share capital.

I.14. Identification of shareholder resolutions that, in accordance with Articles
of Association, shall only be passed with a qualified majority, aside from those
legally provided for, and indication of these majorities.

In accordance with paragraph 1 of Article 11 of the Articles of Association, the
attendance or representation of shareholders holding at least 51% of capital is
essential in order that the General Meeting can be held and can deliberate on the
first call. In accordance with paragraph 2 of Article 11 of the Articles of Association,
the quorum for adopting resolutions on amendments to the Articles of Association,
splits, mergers, transformation or dissolution of the company shall be two thirds of
the votes issued, both for the first call and the second.

Furthermore, in accordance with No 3 of the same Article in the Articles of
Association, resolutions for changes relating to Articles 7(A), 12(3) and 11 of the
Articles of Association require the approval of three quarters of the votes issued.

The aim of this requirement for such majorities is to ensure adequate
representation of shareholders in light of the nature of the activities carried out
by the Company and its voting rights.

II. Management and supervision

(Board of Directors, Executive Board of Directors and General and Supervisory Board)

a) Composition

II.15. Identification of the model of governance adopted

REN has adopted a corporate governance model based on an Anglo-Saxon
model which consists of the following corporate bodies elected by the General
Meeting27: (i) a Board of Directors, responsible for the management of the
Company’s business, which delegates the day-to-day management of the
Company to the Executive Committee28, and (ii) an Audit Committee and the Statutory Auditor, as supervision bodies. The Audit Committee consists
exclusively of non-executive directors.29

27 Cfr. alínea b), do n.º 2, do artigo 8.º do Contrato de Sociedade.
28 Cfr. n.º 1, do artigo 8.º, do regulamento do Conselho de Administração.
29 Cf. Article 3(3) of the Audit Committee regulations.

II.16. Statutory rules relating to the procedural requirements and applicable
provisions for the appointment and substitution of members of, where
appropriate, the Board of Directors, Executive Management Board and General
and Supervisory Board (art. 245 - A, paragraph 1, h).

In accordance with the legislation and the Articles of Association30, the
appointment and dismissal of members of the Board of Directors is the
responsibility of the General Meeting, being carried out through lists of
candidates selected by the nominating shareholder(s). With these lists being
put to the vote, the shareholders assume a very important role in the respective
candidate selection process, without any interference from the directors in this
process. It is also the responsibility of the General Meeting to elect the Chairman
and Vice-Chairman of the Board of Directors.

According the Articles of Association31, a minority of shareholders who voted
against the winning proposal may appoint at least one director, provided that this
minority represents at least 10% of the Company’s share capital.

CSC rules apply32 with regard to the substitution of members of the Board of
Directors, given that neither the Company’s Articles of Association, nor the Board
of Directors or Audit Committee Regulations have special rules on this matter. The
Board of Directors of the Company will only participate in said process in the event
of replacement by co-option of missing directors, as described below. In this case,
since it is non-delegable competence of the Board of Directors. All Directors are
involved in the resolution of co-option, except in the event of conflicts of interest.

The Company’s Articles of Association33 state that the unjustified absence of any
director at more than half of the ordinary meetings of the Board of Directors during
one financial year, whether consecutive or non-consecutive absences, equates to
the permanent absence of said director. Permanent absence must be declared by
the Board of Directors, and they must also substitute the director in question.

30 Cf. Article 8(2)(b), and Article 14(3), both in the Articles of Association; and
Article 2(1)of the , Board of Directors Regulations.
31 Cf. Article 14(2).
32 Cf. Article 393(3).
33 Cf. Article 19(8) and (9).

II.17. Composition of the Board of Directors, Executive Management Board and
General and Supervisory Board, with indication of the minimum and maximum
members and duration of term of office in accordance with the Articles of
Association, number of full members, date of first appointment and date of
termination of term of office of each member

The Board of Directors, including the Audit Committee, consists of a minimum of
seven and maximum of fifteen members, as determined by the General Meeting
that elects said members34.

Currently, The Board of Directors consists of 15 members, including a total of 12
non-executive members.

At 31 December 2013, the REN Board of Directors consisted of the following
members, who have been appointed for the 2012-2014 term of office:

name Position Year of first appointment Year of end of term of  Office
Rui Cartaxo Chairman of the Boar d of Directors and the Executive Committee 2007 2014
Gonçalo Morais Soares Executive Director 2012 2014
João Faria Conceição Executive Director 2009 2014

Guangchao Zhu (em representação
da State Grid International
Development Limited)

Vice-Chairman 2012 2014
Mengrong Cheng Director 2012 2014
Haibin Wan Director 2012 2014
Hilal Al-Kharusi Director 2012 2014

Aníbal Santos (indicado pela
Parpública - Participações
Públicas (SGPS), SA)

Director 2001 2014

Filipe de Botton (indicado pela EGF -
Gestão e Consultoria Financeira, SA)

Director 2012 2014

Manuel Champalimaud (indicado pela
Gestmin, SGPS, SA)

Director 2012 2014
José Folgado Blanco Director 2012 2014
José Luís Arnaut Director 2012 2014
José Luís Alvim Director/ Chairman of the Audit Committee
2007 2014
José Frederico Jordão Director /
member of the Audit Committee
2007 2014
Emílio Rui Vilar director /
member of the Audit Committee
2012 2014

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In accordance with the Articles of Association35, members of corporate bodies
carry out their respective duties for periods of three calendar years, a period
which is renewable, calculating as complete, the calendar year of appointment.

34 Cf. Articles 8(2)(b) and 14(1) of the Articles of Association.
35 Cf. Article 27(1).

II.18. Distinction of the executive and non-executive members of the Board of
Directors and, with regard to the non-executive members, identification of the
members who can be considered independent, or, if applicable identification of
the independent members of the General and Supervisory Board

The Board of Directors shall include a number of non-executive members
ensuring effective ability to supervise, monitor and assess the activity of the
executive members, particularly bearing in mind the voting rights and breakdown
of REN capital. Therefore, on 31 December 2013 and on this date, 12 of the 15
members of the REN Board of Directors were non-executive directors.

Taking into account the assessment criteria on independence laid down in
paragraph 5 of article 414(5) of the Portuguese Companies Code with regard
to members of the Audit Committee, and in 18.1 of Regulation 4/2013 of the
Portuguese Securities Market Commission, and based on internal assessments,
the Board of Directors and the Audit Committee consider the following
non-executive directors to be independent:

Name position
José Luís Alvim Chairman of the Audit Committee
José Frederico Jordão Member of the Audit Committee
Emílio Rui Vilar Member of the Audit Committee
José Luis Arnaut director

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Furthermore, all non-executive members of the Board of Directors (in addition,
naturally, to the directors that are also members of the Audit Committee) would
comply, if applicable, with all incompatibility rules stipulated in paragraph 1 of
article 414-A of the Portuguese Companies Code, save as provided for in
sub-paragraphs b) and h).

Taking into account the governance model adopted, the size of the Company,
its voting rights and the respective free float (of only 18.9% of capital), REN
considers that the proportion of independent directors is suitable given the
number of executive directors and the total number of directors.

In light of the above, REN fully complies with Securities Market recommendations
II.1.6 and II.1.7, as the Board of Directors consists of an adequate number
of non-executive members and, among these, independent members.

Moreover, Article 7(A) governs the special system of incompatibilities applicable
to the performance of duties at any REN corporate body. The aim of this new
proposal is to establish a system of incompatibilities relating to the potential
conflicts of interest arising from the direct or indirect exercising of activities in
the electric or natural gas sectors, either in Portugal or abroad. It should be noted
that the system established in this provision would not apply to the members
elected at the same General Meeting. It will only be fully applied for the election
of members of future corporate bodies.

Accumulation of the positions of chairman of the board of directors and
chairman of the executive committee
Rui Cartaxo is Chairman of both the Board of Directors and the Executive
Committee.

According to the Board of Directors Regulations, this corporate body established
efficient mechanisms for the coordination of the work of its members having non-executive functions, in particular in order to facilitate the exercising of their
right to information, as follows36.

a) Without prejudice to the exercising of powers not delegated to the
Executive Committee, Company directors having a non-executive function
assume a supervisory role of executive management;
b) In order to make independent and informed decisions, the directors with
non-executive functions may obtain the information they deem necessary
or appropriate to perform their roles, powers and duties (in particular,
information relating to the powers delegated to the Executive Committee
and its performance), by requesting such information from any member
of the Executive Committee, and the answer should be provided in an
adequate and timely manner;


Whenever they consider it necessary or convenient, directors with
non-executive duties also hold ad hoc meetings with the aim of analysing
company management.

In addition, all supporting documentation for meetings of the Board of Directors
will be provided in a timely fashion to the non-executive members of the Board of
Directors and the Executive Committee’s resolutions shall be always available for
consultation37.

Therefore, through the mechanisms described above, all the conditions are
established in order for the directors with non-executive functions to discharge
their functions in order to make independent and informed decisions.

36 Cf. Article 11 of the Board of Directors Regulations.
37 Cf. Article 5 of the Executive Committee Regulations.

II.19. Professional Qualifications and other relevant information on the résumés
of each of the members of the Board of Directors, the General and Supervisory
Boards and the Executive Management Board

Rui Cartaxo
Holds a degree in Economy form the Lisbon Technical University. Was executive
director of Galp Energia between 2002 and 2006, and assistant to the Minister of
Economy and Innovation from 2006 to 2007. Between 2007 and 2009, he was
CFO of REN, and since then has been Chairman of the Board of Directors and
Chairman of the Executive Committee (CEO).

Gonçalo Morais Soares
Holds a degree in Economy from the Universidade Nova de Lisboa. Also awarded
an MBA at Georgetown University (Washington) and completed an Advanced
Management Program at the Kellogg Business School (Chicago) and the
Lisbon Catholic University. Was director at ZON TV Cabo and ZON Lusomundo
Audovisuais from 2007 to 2012. Member of the REN Board of Directors and
member of the Executive Committee since 2012.

João Faria Conceição
Holds a degree in Aerospace Engineering from the Instituto Superior Técnico,
and completed his Master’s Degree in Aerodynamics at the Von Karman
Institute for Fluid Dynamics (Belgium) and an MBA at Insead (France). From
2000 to 2007 he was a consultant at the Boston Consulting Group. Between
2007 and 2009 he was a consultant to the Minister for the Economy and
Innovation. Since 2009 he has been a member of the REN Board of Directors
and member of the Executive Committee.

Guangchao Zhu
Holds a degree in Relay Protection from the University of Shandong (China),
and completed his Master’s Degree in Electrical Systems and Automation
at the same faculty. He later concluded an MBA at Baylor University (USA).
Between 2007 and 2009 he was Vice-Chairman of the preparatory group for
the National Grid Corporation of the Philippines, and Consultative Chairman,
Chief Executive Advisor and in 2009 a member of the Board of Directors of the
National Grid Corporation of the Philippines. From that date until 2010, he was
General Director at the Department of International Cooperation at the State Grid
Corporation of China. From 2010 to 2011, he was senior executive Vice-Chairman
and member of the Board of Directors of State Grid Development Limited. He is
currently Chairman and CEO and member of the Board of Directors of State Grid
International Development Limited and Chairman of the Board of Directors of
State Grid Brazil Holding S.A.

Mengrong Cheng
Holds a degree in English Literature from the Beijing Second Foreign Language
Institute and concluded a Master’s Degree in Company Management at the
Tsinghua University (Beijing, China). Between 2006 and 2011, Mengrong Cheng
carried out the duties of General Director of the Department of International
Cooperation at the State Grid Corporation of China. Currently, she is a Member
of the Chinese Expert Committee of IEC MSB; Co-Director of the Department of
International Cooperation and Member of the Foreign Investment Management
Committee at the State Grid Corporation of China.

Haibin Wan
Hold a degree in Automation Engineering from the University of Northeastem
(China), and concluded his Master’s Degree in Automation Engineering at the
same faculty. He was awarded a PhD from Bath University (United Kingdom).
He has been a member of the REN Board of Directors since 2012, and assistant
Director-General of the European Branch of State Grid. Between 1997 and
2009, he was Chief Engineer at State Grid International Development Limited
and Project Manager for Network Operations at the National Grid Company,
United Kingdom.

Hilal Al-Kharusi
Holds a degree in Geo-Sciences/Economic Geography, and concluded an MBA at
the Henley Management College (United Kingdom). His professional experience
includes the development, implementation and management of local and
international oil and gas projects. In 1991, he started his professional career at
Petroleum Development Oman. In 2001, he worked in business development at
Shell International in Holland, collaborating on projects in the Middle East, CIS and
Africa. In 2003, he was project director for several projects in Russia and on the
Caspian Sea. His collaboration with the Oman Oil Company started in 2005 where
he carried out the duties of Director of the Oil Engineering Department. He then
went on to become Director for Business Development, and was responsible for
upstream investment management and new business opportunity development
in the energy sector, with emphasis on the areas of refining and petrochemical. In
2011, he was appointed as Group Director for Business Development at the Oman
Oil Company, coordinating new investment and business in the energy sector. In
2012, further to the re-structuring of the Oman Oil Company, he was appointed
Vice-Chairman, responsible for emerging business and investment management.
He is also a member of the Oman Oil Company executive committee.

Aníbal Santos
Holds a degree in Finance from ISCEF, and a PhD in Economy from the
Portuguese Catholic University. In addition to being a member of the REN Board
of Directors, he has been a member of the Directive Council at Elecpor since
December 2006 and also a member of the Consultative Council at Portugal
Telecom, SGPS, S.A.

Filipe de Botton
Holds a degree in Company Management from the Portuguese Catholic
University. Founder of Logoplaste, becoming CEO in 1991. He is also involved
in the hotel and resorts sector, as well as in the production of wine. He was
elected Businessman of the Year 2004 by the International Entrepreneurship
and Venture Capital Conference. He also won the award for ‘Industrial Marketing
Personality 2004’. He is also on the Board of Governors at the University of Évora,
his a member of the Board of Directors at COTEC (Business Association for
Innovation) and Chairman of the Executive Committee of CADin.

Manuel Champalimaud
Chairman of the Board of Directors of Gestmin SGPS, SA., Chairman of the Board
of Directors of Sogestão – Administração e Gerência, SA., Deputy Manager of
Sogolfe – Empreendimentos Turísticos, Sociedade Unipessoal, Lda., Deputy
Manager of Agrícola São Barão – Unipessoal, Lda., Manager of Da Praia –
Promoção Imobiliária, Lda., member of the Board of Directors of Winreason, SA.

José Folgado Blanco
Holds a degree and a PhD in Economy awarded by Autonomous University of
Madrid. Currently Professor of Public Finance and tax Systems at the Autonomous
University of Madrid, Consultant to the Board of Governors at the Autonomous
University of Madrid and Chairman of the Board of Directors of Red Eléctrica
Corporación, SA. He has been Director of the Department of the Economy at
CEOE, Member of the Economic and Social Council, as representative of the
Spanish Confederation of Corporate Organizations and was Secretary of State
for the Budget. He performed duties at the Ministry of Finances and the Ministry
of the Economy, he was Secretary of State for the Economy, Energy, and Small
and Medium Enterprises, Member of Parliament for the Provence of Zamora in the
Congress of Members and Vice-President of the Tax Office. He was also the Mayor
of Tres Cantos (Madrid).

José Luís Arnaut
Graduated in Law from the Lisbon Lusíada University and in 1999 was awarded
the D.E.S.S. (Diploma of Higher Specialized Studies) from the Robert Schuman
University, in Strasbourg He has specialized as a lawyer working mainly in
Intellectual Property Law, with special focus on Patent Law, Trade Marks, Dominion
Names, New Technologies and Competition Law. Since 1992, he has been a
European Patent Attorney at the European Patent Office (Munich) and since 1996,
European Trade Mark Attorney at the European Union Office for Harmonization in
the Internal Market (Alicante) and Official Industrial Property Agent at the I.N.P.I.,
National Industrial Property Institute. He first started working as a lawyer in 1989
at the practice of Pena, Machete & Associates. He was a founding Partner of
Rui Pena, Arnaut & Associates, in 2002, where he is currently Managing Partner.
He is a member of the REN Board of Directors; member of the Goldman Sachs
Advisory Board; member of the AON Advisory Board; member of the BOGARIS,
S.A. Portuguese Consultancy Board; a member of the MOP, SA. Board of Directors;
Chairman of the LIDE Law and Justice Sub-committee and since December 2011,
Chairman of the General Meeting of the Portuguese Football Federation. In 1999,
he was elected general secretary of the Social Democratic Party, led by José
Manuel Durão Barroso and became a member of the Portuguese Parliament, where
he presided over the Committee on Foreign Affairs and the National Defence
Committee. He was Deputy Prime Minister to the Prime Minister José Manuel Durão
Barroso in the XV Portuguese Constitutional Government. He was Minister of Cities,
Local Administration, Housing and Regional Development in the XVI Portuguese
Constitutional Government. He was Commissioner for LISBOA 94 - European
Capital of Culture, representing the government, having been appointed in
November 1993. In 1995, he was awarded the “Commend of Great Officer of Henry
the Navigator Order” by the President of the Portuguese Republic; in 2004, he was
conferred with the Grand Cross of the National Order of the Southern Cross by
the President of the Republic of Brazil; in 2005, he was conferred with the Grand
Cross of Henry the Navigator Order, by the President of the Portuguese Republic.
In 2006, he was bestowed with the insignia of “Chevalier de la Legion d´Honneur”
by the President of the French Republic and conferred with the Grand Cross of the
Order of Merit by the President of the Lithuanian Republic.

José Luís Alvim
Holds a degree in Economics from the Faculty of Economy at Porto University.
Has held the position of Manger in the company JLALVIM – Consultoria
Estratégica e Formação Avançada, Lda. since 2011. Was (non-executive)
Chairman of the Board of Directors of Microprocessador – Sistemas Digitais, SA.
between 2008 and May 2012 and (non-executive) Director of Microprocessador
– Sistemas Digitais, SA. between May and October 2012 and (non-executive)
Director of CUF SGPS between 2007 and December 2012. Professor at the Porto
Business School.

José Frederico Jordão
He holds a degree in Finance from the Instituto Superior de Ciências Económicas
e Financeiras. Was member of the Board of Directors of RAR (Holding) and
Chairman of the Board of Directors of Iberholding, RAR Imobiliária, RAR Genéve
and RAR London. Has worked in the CUF Group, Shell, Mobil and Dow Chemical.
Member of the REN Board of Directors and member of the Audit Committee
since 2007.

Emílio Rui Vilar
Graduated in Law from the University of Coimbra and was awarded an honorary
doctorate by the University of Lisbon. Chairman of the Bank of Portugal Audit
Committee (since 1996), non-executive director of the Calouste Gulbenkian
Foundation and the Partex Oil and Gas (Holdings) Corporation. He is also a
consultant lawyer at PLM J – Law Firm (since 2012). He was Chairman of the
Calouste Gulbenkian Foundation Board of Directors from 2002 to 2012, and
has been a director since 1996. Chairman of the Partex Oil and Gas (Holdings)
Corporation from 2002 to 2012. He was President of the European Foundation
Centre (EFC), from 2008 to 2011, and also presided over the Portuguese
Foundation Centre between 2006 and 2012. He was founder and President of the
General Council of the Portuguese Institute of Corporate Governance from 2007
to 2010.

The professional address of each of the abovementioned members of the Board
of Directors is that of the REN registered office, located at Avenida Estados
Unidos da América, n.º 55, Alvalade, Lisbon.

II.20.Common and significant family, professional and commercial relationships
of the members of the Board of Directors, the General and Supervisory Boards
and the Executive Management Board

name Owner of qualified holdings Breakdown
Rui Cartaxo Red Eléctrica Corporación, S.A. Non-Executive Director
Gonçalo Morais Soares - -
João Faria Conceição - -
Guangchao Zhu (em representação da State Grid International Development Limited) State Grid of China Chairman of the Board of
directors of companies in the
state Grid Group (see II.19 and 26)
Mengrong Cheng State Grid of China   Co-Director of the International
Cooperation Depar tment and Member
of the Management Committee
for Foreign Investment
Haibin Wan State Grid of China Assistant General Director
of the European State Grid Body
Hilal Al-Kharusi Oman Oil

Chairman of the Board of Director
this company and management
duties at other companies
in the EGF Group (see II.19 and 26)

Aníbal Santos (indicado pela Parpública- Participações Públicas (SGPS), S.A.) - -
Filipe de Botton (indicado pela EGF - Gestão Consultoria Financeira, S.A.) EGF, Gestão e Consultoria Financeira, S.A. Chairman of the Board of Directors
of this company and management
duties at other companies
in the EGF Group (see II.19 and 26)
Manuel Champalimaud (indicado pela Gestmin, SGPS, S.A.) Gestmin, SGPS, S.A. Chairman of the Board of Directors
of Gestmin, SGPS, S.A. and management
duties at other companies
in the Gestmin Group (see II.26)
José Folgado Blanco Red Eléctrica Corporación, S.A. Chairman of the Board
of Directors of this company
José Luís Arnaut - -
José Luís Alvim - -
José Frederico Jordão - -
Emílio Rui Vilar - -

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II.21. Flowcharts or functional maps on the breakdown of competences among
the different corporate bodies, committees and/or departments of the Company,
including information on delegation of competences, particularly with regard to
delegation of the day-to-day management of the Company

As can be seen in the flowchart in II.15, REN has adopted a corporate governance
model based on an Anglo-Saxon model which consists of the following corporate
bodies elected by the General Meeting38: (i) a Board of Directors, responsible
for the management of the Company’s business, which delegates the
day-to-day management of the Company to the Executive Committee39, and (ii)
an Audit Committee and the Statutory Auditor, as supervision bodies. The Audit
Committee consists exclusively of non-executive directors. The General Meeting
also elects a Remunerations Committee.

In order to better understand the division of competencies amongst the various
corporate bodies, the organisation chart below outlines REN’s business units.

38 Cf. Article 8(2)(b) of the Articles of Association.
39 Cf. Article 8(1) of the Board of Directors regulations.

REN GROUP

business units

CORPORATIVE AND SUPPORT STRUCTURES

General meeting
The General Meeting is a corporate body comprising all the Company
shareholders, and its responsibilities are namely:

a) appraise the Board of Director’s report, discuss and vote on the balance
sheet, accounts and opinions of the Audit Committee and statutory auditor
and decide on the appropriation of profits for the year;

b) elect the officers of the General Meeting, the directors and the statutory
auditor;

c) deliberate on any amendments to the Articles of Association;

d) deliberate on the remuneration of the members of the corporate bodies,
with the power to appoint a remunerations committee; and

e) deliberate on any other matter falling within its power and for which it has
been summoned.

The board of directors
Pursuant to CSC and REN’s Articles of Association, the Board of Directors is
attributed with competences e powers.40 Among these, of special note are:

a) Define the Company’s goals and management policies;

b) Draw up the annual financial and business plans;

c) M anage business and carry out all actions and operations relating to the
corporate object which do not fall within the competences attributed to
other Company bodies;

d) Represent the Company actively and passively, in and out of court, and
propose and pursue lawsuits or arbitrations, with the power to confess,
waiver and settle, as well as to enter into arbitration agreements;

e) Acquire, sell or by any other form dispose of or encumber rights or assets,
whether real estate or not;

f) Incorporate companies and subscribe for, acquire, encumber and dispose
of shareholdings;

g) Submit proposals to the General Meeting on the acquisition and disposal of own shares, in compliance with the applicable legal restrictions;

h) D etermine the technical and administrative organization of the Company
and the rules for internal operation, more specifically with regard to its
personnel and the corresponding remuneration;

i) P erform any other functions granted by law or by the General Meeting.

In accordance with the Board of Directors regulations, approved on 27
March 201241, matters which cannot be legally delegated to the Executive
Committee include the co-option of directors, requests to convene General
Meetings, approval of the annual report and accounts to be submitted to the
General Meeting, the granting of deposits and personal or in rem guarantees
by the Company, the transfer of the registered office, the increase of the
Company’s registered share capital and the approval of merger, demerger and
transformation projects;.

In turn, the acquisition and transfer of assets, rights or shareholdings with an
economic value greater than 10% of the Company’s fixedassets is subject to prior
approval from the General Meeting42.

40 Cf. Article 15(1) of the Articles of Association.
41 Cf. Article (3) and 3(5).
42 Cf. Article 15(2) of the Articles of Association.

Executive committee

On March 27, 2012, powers for the day-today management of the Company were
delegated to the Executive Committee, which include the following competences,
to be exercised under the terms and within the limits stipulated every year in the
operating budget and strategic plan submitted by the Executive Committee and
approved by Board of Directors:

a) M anage normal company business and conduct all matters covered by the
company’s object which are not the exclusive competence of the Board
of Directors;

b) Approve the disposal of assets and the investment to be made by the
Company and its subsidiaries, the individual or joint value of which is equal
to or less than €15 000 000 or approved in the annual budget and value
of which is equal to or less than €25 000 000;

c) Constitute companies and acquire, pledge and dispose of holdings when it
relates to companies which are a vehicle to realize specific investments with
a value of not more than €7 500 000 or which are already approved in the
annual budget;

d) Indicate the people to appoint to the corporate bodies of the two
operators of the transmission networks and the investment vehicle
companies referred to in the previous point;

e) Implement the Company’s functional and administrative organization,
its internal rules, including those governing human resources and their
remuneration, as well as its internal control systems and procedures;

f) P repare and implement the annual budget, the business plan and medium and long-term development plans;

g) Negotiate, sign, amend and terminate any agreements of a sum equal
to or less than €5 000 000 and short-term financing contracts (i.e. with
maturity equal to or less than three years);

h) Lease or let any property or parts thereof;

i) Coordinate the activity of the companies in a control relationship with REN,
being also allowed, with regard to the companies in relationships of total
control, to issue binding instructions, under the terms legally permitted;

j) Deliberate to provide technical or financial support to subsidiary companies;

k) Represent the Company actively and passively, in and out of court, and
propose and pursue lawsuits or arbitrations, with the power to confess,
waiver and settle, as well as to enter into arbitration agreements

l) Open, use and close bank accounts;

m) Appoint attorneys with the powers deemed convenient.

The delegation of powers to the Executive Committee does not, however, exclude
the power of the Board of Directors to pass resolutions on delegated matters.

Moreover, in accordance with the Board of Directors Regulations approved on
27 March 201243, the following matters cannot be delegated to the Executive
Committee:

a) M atters which cannot be legally delegated include the co-option of
directors, requests to convene General Meetings, approval of the annual
report and accounts to be submitted to the General Meeting, the granting
of deposits and personal or in rem guarantees by the Company, the transfer
of the registered office, the increase of the Company’s registered share
capital and the approval of merger, demerger and transformation projects;

b) D efinition of the REN Group general strategy and policy, the corporate
structure and the management aims and policies;

c) Approval of the annual budget, the business plan and other long-term
development plans;

d) Contracting of debt on the national or international financial markets,
without prejudice to that stipulated in delegation of powers above;

e) Proposal to the General Meeting to acquire or dispose of own securities;

f) Approval of internal control systems, risk management systems and internal audit systems;

g) Appointment of the Company Secretary and respective substitute;

h) D esignation of the REN representative at the General Meetings
of subsidiaries;

i) Indication of those to be designated by REN to form the lists of corporate
bodies to be elected at subsidiaries, with the exception of the corporate
bodies of the two operators of the transmission networks and the vehicle
companies referred to in the point l. below.

j) Appointment of the REN Chief Technical Officer, through a proposal from
the Executive Committee;

k) Approval of disposal of assets and/or investment rights and the
constitution of encumbrances to be made by REN and/or by its
subsidiaries, the value of which is greater than €15 000 000, except if
already included in the Company’s annual budget and the respective
individual or joint value doe not exceed €25 000 000;

l) Constitution of companies and the subscription, acquisition, holding,
encumbrance and disposal of holdings, except in cases in which those
companies are, or the holdings refer to companies which are a vehicle for
realizing specific investment with an individual or joint value which does not
exceed €7 500 000 or which have been approved in the annual budget;

m) Intervention of the Company or any of its subsidiaries in activities which
are not part of their main activities;

n) P articipation by REN or any of its subsidiaries in joint ventures, partnerships or strategic cooperation agreements and selection of relevant partners;

o) Enter into transactions with related parties the value of which exceeds
€500 000 000 or which, regardless of the value, may be considered as not
having been executed based on market conditions;

p) All other resolutions on strategic matters, particularly with regard to
strategic agreements, their risk or special characteristics.

The responsibilities of the Chairman of the Executive Committee include
especially:

a) Coordinate the activity of the Executive Committee;

b) Convene and direct Executive Committee meetings and exercise the
casting vote;

c) Ensure that all information is provided to other members of the Board of
Directors on the activity and resolutions of the Executive Committee;

d) Ensure compliance with the limits of delegation and the Company strategy.

43 Cf. article 3(3) and (5).

Distribution of responsibilities in the board of directors
With a view to optimizing management efficiency, the members of the Executive
Committee distribute among themselves the responsibility for the direct
monitoring of specific performance areas of the Company, under the terms
evidenced in the following chart:

Audit committee and statutory auditor
The Audit Committee and the Statutory Auditor are the the Company’s
supervisory bodies, and their main competences are set out in III.38.

The remunerations committee

The Remunerations Committee is responsible for setting the remuneration and
for submitting the annual declaration on the remuneration policy for members of
the management and supervisory bodies.

Within its responsibilities, the Remunerations Committee has also actively
participated in performance assessment, particularly for purposes of setting the
variable remuneration of executive directors.

b) Operation

II.22. Existence and place where the operating regulations can be found for
the Board of Directors, the General and Supervisory Boards and the Executive
Management Board

The Board of Directors Regulations and the Executive Committee Regulations
are available on the REN website44 in Portuguese and English.

II.23. Number of meetings held and attendance by each member of the
Board of Directors, the General and Supervisory Boards and the Executive
Management Board

The Board of Directors

The meetings of the Board of Directors are convened and presided over by
the respective Chairman. It is the responsibility of the Board of Directors to
determine the frequency of their ordinary meetings. However, bimonthly
meetings are obligatory. As such, the Board of Directors meets on an ordinary
basis at least bimonthly, on dates to be determined every year by members,
except during the 18 initial months of its terms of office, during which time the
meetings shall be monthly45.

Moreover, the Board of Directors is required to meet on an extraordinary basis
whenever convened by the Chairman, two directors or at the request of the
Statutory Auditor46.

During 2013, the Board of Directors held 12 meetings. For each meeting the
respective minutes were drawn up.

The following table shows the number of meetings of the REN Board of Directors
at which directors were present or duly represented.

Name Attendance
Rui Cartaxo 12
Gonçalo Morais Soares 12
João Faria Conceição 12
Guangchao Zhu (em representação da State Grid International Development Limited) 12
Mengrong Cheng 12
Haibin Wan 12
Hilal Al-Kharusi 12
Aníbal Santos (indicado pela Parpública - Participações Públicas (SGPS), SA) 12
Filipe de Botton (indicado pela EGF - Gestão e Consulto ria Financeira, SA) 11
Manuel Champalimaud (indicado pela Gestmi n, SGPS, SA) 12
José Folgado Blanco 12
José Luís Arnaut 12
José Luís Alvim 12
José Frederico Jordão 12
Emílio Rui Vilar 12

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45 Cf. Article 19(1) of the Articles of Association and Article 4(1) and (3) of the Board of Directors Regulations.
46 Cf. Article 19(1) of the Articles of Association.

Executive committee

Meetings of the Executive Committee are convened and presided over by the
respective Chairman and are held, as a rule, once a week47.

In 2013, the Executive Committee held 42 meetings, for which the respective
minutes were drawn up.

The Chairman of the Executive Committee (who, as already mentioned, is
also Chairman of the Board of Directors) sends to the Chairman of the Audit
Committee the minutes of the Executive Committee’s meetings, as well as the
respective convening notices, when applicable. Moreover, whenever requested
by members of the other corporate bodies, the Executive Committee provides
timely and appropriate information48.

47 Cf. Article 1(2) of the Audit Committee regulations.
48 Cf. Article 5 of the Executive Committee Regulations.

name Attendance
Rui Cartaxo 42
Gonçalo Morais Soares 41
João Faria Conceição 41

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II.24 Indication of the competent corporate bodies to conduct the performance
assessment of executive directors

The assessment of the performance of the Executive Committee members
is conducted by the Non-Executive Directors, in order to create an adequate
internal balance and an effective performance of non-executive tasks by all
members of the Board of Directors and not just by a number of directors. Within
its responsibilities, the Remunerations Committee has also actively participated
in performance assessment, particularly for purposes of setting the variable
remuneration of executive directors.

Performance assessment of members of the Executive Committee is carried
out by the Remunerations Committee, with the support of the Company’s
non-executive directors. Of note is the role played by the Audit Committee
in the verification of the quantitative elements of the assessment.

II.25. Predetermined criteria for the performance assessment of executive
directors

The annual performance assessment of executive directors will be based
on predetermined criteria, under the terms outlined in D.III.71 infra.

II.26. Duties of each member of the Board of Directors, Executive
Management Board and General and Supervisory Board, indicating roles
carried out concurrently with other companies, both within and outside
the group, and other relevant activities carried out by the members of the
aforementioned bodies

Shown here are the duties carried out on administrative, management or
supervisory bodies by members of REN’s Supervisory Board and Audit
Commission:

Director Duties carried out on management
or supervisory bodies
Rui Cartaxo         Chairman of the REN – Rede Eléctrica Nac ional, S.A.
  Chairman of the REN – Gasodutos, S.A.
  Chairman of the REN Atlântico – Terminal de GNL, S.A.
  Chairman of the REN – Armazenagem, S.A.
  Chairman of the REN Serv iços, S.A.
  Chairman of the REN TELECOM – Comunicações, S.A.
  Chairman of the ENONDAS, Energia das Ondas, S.A.
  Chairman of the REN Gás, S.A.
  Non-executive Director of Red Eléctrica Corporac ión, S.A.
Gonçalo Morais Soares                 Member of the REN – Rede Eléctrica Nac ional, S.A.
  Member of the REN – Gasodutos, S.A.
  Member of the REN Atlântico – Terminal de GNL, S.A.
  Member of the REN – Armazenagem, S.A.
  Member of the REN Serv iços, S.A.
  Member of the REN TELECOM – Comunicações, S.A.
  Member of the ENONDAS, Energia das Ondas, S.A.
  Member of the a REN Gás, S.A.
  Chairman of the REN Finance BV
João Faria Conceição        Chairman of the REN – Rede Eléctrica Nac ional, S.A.
  Chairman of the REN – Gasodutos, S.A.
  Chairman of the REN Atlântico – Terminal de GNL, S.A.
  Chairman of the REN – Armazenagem, S.A.
  Chairman of the REN Serv iços, S.A.
  Chairman of the RENTELECOM – Comunicações, S.A.
  Chairman of the ENONDAS, Energia das Ondas, S.A.
  Chairman of the REN Gás, S.A.

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Duties of executive directors
As a result of the framework above, the executive directors of REN solely carry
out duties on governing bodies of companies that are, either directly or indirectly,
subsidiaries or partly owned by REN. Thus, they are completely dedicated to
carrying out their role, seeking at all times to develop the business and advance
the interests of the company and the Group to its full potential.

Moreover, it should be noted that, upon their appointment, the directors declared
their full dedication to carrying out their role and realising the objectives laid
out, and have proven this through their attendance at Board of Directors and
Executive commission meetings and through their work carried out within REN.

Duties of non-independent non-executive directors49

director Duties carried out on management
or supervisory bodies
Guangchao Zhu Chairman of the Boar d of Directors and CEO of the State Grid International
Deve lopment Limited
  Chairman of the State Grid Brazil Holding S.A.
Mengrong Cheng Member of the comité chinês de IEC MSB
  Co-Director of the Department of International Cooperation
a t the State Grid Corporation of China
  Member of the Foreign Investment Management Committee
a t the State Grid Corporation of China
Haibin Wan Assistant General Director of the European State Grid
Hilal Al-Kharusi Chairman of Oman Rolling Mill Company
  Chairman of Takamul Investment Company
  Chairman of Oman Tank Terminal Company
  Chairman of Oman Gas Company
  Member of the Board of Directors of Duqm Refining
and Petrochimical Industries Company LLC
  Member of the Oman Trading International
Aníbal Santos does not carry out any duties of director/inspection at other companies
beyond his duties at REN
Filipe de Botton Chairman of the EGF – Gestão e Consultoria Financeira, S.A. Board of Directors
  Chairman of the Logoinveste, SGPS, S.A. Board of Directors
  Member of the NORFIN – Sociedade Gestora
de Fundos de Investimento Imobiliário, S.A.
  Manager of Invesfin – Assessores Financeiros, Lda.
  Manager of Logovinha – Sociedade Agríco la, Lda.
  Manager of Logoteis – Consultoria e Gestão, Lda.
Manuel Champalimaud Chairman of the Gestmin, SGPS, S.A.
  delegated Manager of Agrícola São Barão, Unipessoal, Lda.
  Manager of Da Praia – Promoção Imobiliária, Lda.
  Chairman of the Sogestão – Administração e Gerência, S.A.
  Chairman of the Sogestão – Administração e Gerência, S.A.
Delegated Manager of Sogolfe – Empreendimentos Turísticos,
Sociedade Unipessoal, Lda.
  Prodimed, S.A. Board Member
  Winreason, S.A. Board Member
José Folgado Blanco Chairman of the Red Eléctrica Corporación, S.A.

49 None of the companies identified belong to the REN Group.

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Upon their appointment, the non-executive directors named above declared
themselves to have the necessary dedication to carry out their role and to realise
the objectives laid out. This dedication has been proven through their attendance
at Board of Directors meetings and through their work carried out within REN.

Duties of independent non-executive directors50

Director Duties carried out on management
or supervisory bodies
José Luís Arnaut51 Member of the MOP, SA Board of Directors
  Chairman of the General Assembly of the Portuguese Football Federation
José Luís Alvim Manager of Sociedade JL Alvim – Consultoria Estratégica e Formação Avançada, Lda.
José Frederico Jordão does not carry out any duties of director/inspection at other companies
beyond his duties at REN
Emílio Rui Vilar Chairman of the Bank of Portugal Audit Committee (since 1996)
  Member (non-executive) of the Board of Directors
of the Fundação Calouste Gulbenkian
  Member (non-executive) of the Board of Directors
of Partex Oil and Gas (Holdings) Corporation

Upon their appointment, the non-executive directors and members of the
Audit Commission (where applicable) named declared themselves to have the
necessary dedicated to carry out their role and to realise the objectives laid
out. This dedication has been proven through their attendance at meetings of
the supervisory and consulting committees and through their work carried out
within REN.

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50  Nenhuma das sociedades identificadas pertence ao Grupo REN.
51 José Luis Arnaut foi nomeado para o conselho consultivo internacional do banco norte-americano Goldman Sachs, em janeiro de 2014.

 

II.27. Identification of committees set up within, where appropriate, the
Board of Directors, the General and Supervisory Boards and the Executive
Management Board, and place where the operating regulations may be found

The REN Board of Directors does not see as suitable to its specificities nor
necessary, the ‘formal setting up’ of specialist committees with Competences in
performance assessment and corporate governance, or otherwise, particularly
due to: (i) the composition of the management body, with only three executive
members in a total of fifteen members; (ii) the model of corporate governance
implemented, integrating an Audit Committee within the Board of Directors
composed exclusively of independent members; and (iii) the company’s
shareholder structure, with the presence of several shareholders with knowledge
of the sector and with the vocation of strategic partners. Furthermore, it has been
our position that the setting up of specialist committees is not justified, bearing
in mind the supervisory activity carried out by the Audit Committee and the nonexecutive members of the Board of Directors.

In 2013, Company Non-Executive Directors monitored issues relating to: (i) the
model and principles of Company governance; (ii) the assessment of the overall
performance of the Board of Directors and the analysis of the appropriate profile
to perform the functions of a REN director; as well as (iii) the assessment of the
performance of the Executive Directors, supporting the Board of Directors and
the Remuneration Committee in the exercising of their duties.

Likewise, Non-Executive Directors monitor the global performance of the Board
of Directors and analyse the functioning of the corporate governance system.

Moreover, as referred to above52, executive directors shared among themselves
the responsibility and the monitoring of specific areas of operation.

52 Cf. II.21.

II.28. Composition, if applicable, of the Executive Committee and/or
identification of delegated directors

At 31 December 2013, the Executive Committee consisted of the members
indicated in II.17.

II.29. Indication of the competencies of each committee set up and summary of
the activities undertaken whilst carrying out these competencies

As stated in II.27, specialist committees were not set up within REN’s Board
of Directors with competencies in performance assessment and corporate
governance, or otherwise.

With regard to the Executive Committee, see II.21.

III. Supervision

(Supervisory Board, Audit Committee or General and Supervisory Board)

a) Composition

III.30. Identification of the supervisory bodies (Supervisory Board, Audit Committee
or General and Supervisory Board), corresponding to the adopted model

As stated above53, REN has adopted an Anglo-Saxon model of corporate
governance with supervisory bodies consisting of the Audit Committee and
the Statutory Auditor, with the Audit Commission being made up solely
of independent and non-executive directors54 possessing the necessary
competencies to carry out their functions.

53 See II.15. above.
54 Cf. Article 3(3) of the Audit Committee regulations.

III.31. Composition of, where appropriate, the Supervisory Board, Audit
Committee or General and Supervisory Board or the Financial Matters
Committee, with indication of the minimum and maximum members and
duration of term of office in accordance with the Articles of Association,
number of full members, date of first appointment and date of termination of
term of office of each member

At December 31st 2013, the Audit Committee consists of three members as
identified in II.17, as structure which has proven adequate for carrying out
their functions, taking into account the Company’s size and business and the
complexity of the associated risks.

REN’s Articles of Association do not stipulate a minimum or maximum number of
Audit Commission members.

As regards the remaining appropriate information, please refer to the information
included in point II.17.

III.32. Identification, where appropriate, of the members of the Supervisory
Board, Audit Committee or General and Supervisory Board or the Financial
Matters Committee considered to be independent, in accordance with Article
414(5) of the Portuguese Companies Code

See II.18. above.

III.33. Professional Qualifications and other relevant information on the
résumés of each of the members of the Supervisory Board, Audit Committee or
General and Supervisory Board or the Financial Matters Committee

See II.19. above.

b) Operation

III.34. Existence and place where the operating regulations can be consulted
for the Supervisory Board, the General and Supervisory Boards and the
Financial Matters Committee
Audit Committee regulations can be consulted on the official REN website55 in
Portuguese and English.

III.35. Number of meetings and attendance for each member of the Supervisory
Board, the Audit Committee, General and Supervisory Boards and the Financial
Matters Committee

Audit Committee meetings are convened and presided over by the respective
Chairman and are held monthly. In addition to its ordinary meetings, the Audit
Committee may meet whenever convened by its Chairman or by the remaining
two members56.

In 2013, the Audit Committee held 14 meetings, for which the respective minutes
were drawn up.

56 Cf. Article 8(1) and (2) of the Audit Committee Regulations.

Attendance of members of the audit committee at meetings

name Attendance
José Luís Alvim 14
José Frederico Jordão 14
Emílio Rui Vilar 14

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III.36. Duties of each member of the Audit Committee, General and
Supervisory Boards and the Financial Matters Committee, indicating roles
carried out concurrently with other companies, both within and outside
the group, and other relevant activities carried out by the members of the
aforementioned bodies

With regard to this matter, see II.26.

c) Competences and duties

III.37. Description of the procedures and criteria applicable to the intervention
of the supervisory bodies for the purposes of contracting additional services
from the external auditor

In accordance with Audit Committee regulations57, the Company is granted prior
approval for the contracting of different audit services from the external auditor
or from any entity with a participating interest with said auditor or which is part
of the same network (see also point V.46.)

In 2013 the Audit Committee granted prior approval to the contracting of different
audit services from the external auditor or from the entities referred to above on the
part of REN or companies in a group or controlling relationship.

57 Cfr. Article 6(3) (I).

III.38. Other functions of the supervisory bodies and, where applicable, the
Financial Matters Committee

The Audit Committee is, alongside the Statutory Auditor, a supervisory body,
consisting of non-executive directors. It is, therefore, an integral body of the
Board of Directors, whilst consisting exclusively of independent members.

The Audit Committee supervises and oversees management activity in an
independent and autonomous manner. The dual capacity of its members, as
members of both the supervisory body and the management body, renders
the control process even more transparent, notably due to the special access
afforded to the members of the Audit Committee to information and decisionmaking processes.

The Audit Committee, as a supervisory body, has the powers and the duties
stipulated by law and in the REN Articles of Association, therefore being
particularly responsible for58:

a) Supervising the management of the Company and compliance with the law,
the Articles of Association and principles of governance;

b) D rawing up an annual report on their supervisory action and issue
an opinion on the report, accounts and proposal to distribute profits
presented by management;

c) Supervising the effectiveness of the risk management, internal control and
internal audit systems;

d) Verifying the accuracy of books, accounting records and documents they
use as support;

e) Verifying, when and in the manner they see fit, cash in all its forms and
stocks of any type of assets or values belonging to REN or received by REN
as a guarantee, deposit or in other form;

f) Verifying if the accounting policies and the valuation criteria adopted by
REN lead to a correct evaluation of property and results;

g) Verifying the accuracy of the accounting documents prepared by the
Board of Directors and overseeing the respective review;

h) Supervising the preparation and disclosure of financial information;
i) Receiving whistle blowing communications submitted by shareholders,
company employees or third parties;

j) P roposing to the General Meeting the appointment of the Statutory Auditor
(being therefore responsible for proposing the External Auditor and the
respective remuneration);

k) Inspecting the independence of the Statutory Auditor, more specifically
with regard to the provision of additional services;

l) Inspecting the review of accounts in accounting documentation;

m) Contracting the services of experts who will assist one or several of its
members in exercising their duties;

n) Convening the General Meeting whenever the Chairman of the Board of the General Meeting fails to do so, despite this obligation.

The Audit Committee draws up an annual report on its supervisory activities
(including references to any detected constraints), further submitting an opinion
on the management report of the Board of Directors, the financial statements, as
well as on the Corporate Governance Report, which are available together with
the accounting documents on the REN website59 and which remain available for
five years.

The Audit Committee is the Company’s main discussion partner and the first
recipient of reports from the Statutory Auditor and external auditor, representing
it in relation to the Statutory Auditor and seeking to ensure that, within the
Company, suitable conditions are provided for them to carry out their work.

The Audit Committee is responsible for regularly monitoring the activities of the
external auditors and the Statutory Auditor by analysing their periodic reports
and overseeing the audit and review processes. It also assesses any changes in
procedures recommended by the external auditors or the Statutory Auditor60.

REN has adopted a corporate governance model based on an Anglo-Saxon
model and the supervisory body consists of non-executive directors who are on
the Board of Directors, so in addition to the competences referred to above, the
Audit Committee, acting as supervisory body, also has the general competences
of the non-executive directors.

In turn, in accordance with the CSC61, the Statutory Auditor is responsible for
the examination and verification required for the review and legal certification
of the accounts. He is also responsible for verifying the correctness of books,
accounting records and documents used as support, the accuracy of documents
providing accounting information and if the accounting policies and valuation
criteria adopted by REN lead to a correct evaluation of its property and results.

The external auditor and the Statutory Auditor also verify the implementation of
the remuneration policies and systems, the effectiveness and functioning of the
internal control mechanisms and are obliged to report any significant deficiencies
to the Company’s Audit Committee. The Statutory Auditor also verifies the
Corporate Governance Report, under the legally applicable terms.

59 www.ren.pt
60 Cf. Article 6(3)(j) of the Audit Committee Regulations.
61 Cf. Article 420.

IV. Statutory Auditor

 

IV.39. Identification of the Statutory Auditor and the auditor partner
representing the Statutory Auditor

The office of permanent Statutory Auditor of the Company is carried out by
the auditors Deloitte & Associados, SROC, SA, registered with the Portuguese
Institute of Statutory Auditors under No 43 and registered at CMVM under
number 231, represented by Jorge Carlos Batalha Duarte Catulo (C.A. no. 992),
who also carries out the duties of external auditor.

The substitute Statutory Auditor of the Company is Carlos Luís Oliveira de Melo
Loureiro, a Chartered Accountant registered with the Portuguese Institute of
Statutory Auditors under No 572.

IV.40. Indication of the number of years which the Statutory Auditor has
consecutively carried out duties for the Company and/or group

The REN Statutory Auditor (Deloitte & Associados, SROC SA) was initially
contracted to carry out these duties in 2009.

IV.41. Description of other services provided by the Statutory Auditor
to the Company

In addition to services as Statutory Auditor detailed in III.38., the services referred
to in V.46 were also provided.

V. External Auditor

V.42. Identification of the external auditor for the purposes of Article 8 and of
the respective Statutory Auditor representing them in the carrying out of these
duties, along with the relevant CMVM registration number

REN’s external auditor, as with the Statutory Auditor, is Deloitte & Associados,
SROC,S.A., registered with the Portuguese Institute of Statutory Auditors under
No 43 and registered at CMVM under number 231, represented by Jorge Carlos
Batalha Duarte Catulo (C.A. no. 992)

V.43. Indication of the number of years which the external auditor and
respective Statutory Auditor have carried out duties for the Company
and/or group

REN’s external auditor (Deloitte & Associados, SROC SA), and the respective
partner, were initially hired to carry out these duties in 2009.

V.44. Rotation frequency and policy for the external auditor and respective
Statutory Auditor representing them in the carrying out of these duties

REN’s external auditor (Deloitte & Associados, SROC S.A.) was initially hired to
carry out these duties in 2009. Therefore, the period corresponding to three
terms in office is still in effect. When this period is over, the Company shall rotate
this work in accordance with CMVM Recommendation IV.3.

Moreover, in accordance with Audit Committee regulations62, the aforementioned
body must issue a duly justified opinion regarding possible renewals of the
contract of the external auditor for a fourth term-of-office which must weigh the
conditions for the external auditor’s independence and the advantages and costs
of a replacement.

62 Cf. Article 6(3) and (2) of the Audit Committee regulations.

V.45. Indication of the body responsible for assessing the external auditor and
frequency with which this assessment is undertaken

The Audit Committee is responsible for undertaking an annual assessment of
the external auditor and has the power to propose the dismissal of the external
auditor to the General Meeting if there are grounds to do so and to propose the
respective remuneration.

The Audit Committee is responsible for regularly monitoring the activities of the
external auditor by analysing their periodic reports and overseeing the audit and
review processes. It also assesses any changes in procedures recommended by
the external auditor.

The Audit Committee is also responsible for overseeing the independence of the
external auditor and issuing prior approval of the contracting of different audit
services from the external auditor or from any entity with a participating interest
with the said external auditor or which is part of the same network.

In 2013, the Audit Committee carried out its evaluation of the service provided
to the Company by the external auditor. Consequently, the Audit Committee
considers that the external auditor has provided its services in a positive way
and has complied with the applicable standards and regulations, including
international standards on auditing, and that they performed their activities with
extreme technical accuracy.

V.46. Identification of non-audit services provided by the external auditor
to the Company and/or companies in a controlling relationship, as well as an
indication of internal procedures for the approval of contracting these services
and an indication of the reasons for their contracting

Non-audit services provided to REN by the external auditor/Statutory Auditor
consisted of translation, tax consultancy and operational services.

Within the compliance with the independence rules established in relation to the
External Auditor/Statutory Auditor, REN’s Audit Committee accompanied, in
2013, the provision of non-audit services by Deloitte & Associados, SROC, SA, in
order to ensure that situations of conflicts of interest would not arise. The Audit
Committee approved the provision of these services by the External Auditor,
due to fact that they were matters in relation to which the specific knowledge of
Deloitte in terms of auditing, as well its complementarity regarding audit services,
would justify such approval, based on the associated cost control.

REN considers that it fully complies with CMVM Recommendation IV.2., as the
services other than audit services do not extend beyond the limit of 30%, given
that 76% of the total services provided by the External Auditor are services
consisting of the legal review of accounts, as well as audit related services.

V.47. Indication of the annual amount of remuneration paid by the Company
and/or by companies in a group or controlling relationship to the auditor or to
other companies or individuals belonging to the same network and breakdown
of the percentages allocated to the respective services below (for the purposes
of this information, the concept of a network is that arising from the EU
Recommendation C(2002) 1873 of 16 May.)

  Company 63
(REN SGPS)

Other64
companies

Total  
Audit and legal review of accounts 32.858 242.742 275.600 54,6%
Other services of reliability guarantee 78.000 28.080 106.080 21%
Tax consultancy services - 17.248 17.248 3,4%
  110.858 288.070 398.928  
         
Other services 13.000 92.900 105.900  
  13.000 92.900 105.900 21%
      504.828  

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63 Including individual and consolidated accounts.
64 Including individual and consolidated accounts.