Corporate Governance

Under the law and the NOS articles of association, the Board of Directors has delegated the day-to-day management of the Company on an Executive Committee (consult document).

The Executive Committee members are chosen by the Board of Directors, and the Committee comprises a minimum of three and a maximum of seven directors.

Resolutions of the Executive Committee are passed by majority the votes cast, the Chief Executive Officer has the casting vote.

During 2018, the Executive Comittee met 29 times.

The Executive Committee comprises the following members:

The role of the Remuneration Committee, elected by the shareholders at a General Meeting, is to define and fix the remuneration of the Company's corporate officers. In performing this task the Remuneration Committee monitors and assesses, on an ongoing basis and with the support of the Appointments and Assessment Committee, the performance of the Directors, checking the extent to which the proposed objectives have been achieved.

NOS, SGPS, SA ("NOS" or "Company") has a firm commitment to creating sustained value for its Shareholders.

Considering corporate governance as a tool of competitiveness and value creation and aware of the growing importance of this matter to the everyday business and to society in general, NOS intends to be a reference model, both national and international, as concerns not only the governance model but also as to how it discloses corporate information to its stakeholders, while continuing to be active in ongoing improvement of its practices.

Accordingly, to carry on its duties more effectively, the NOS Board of Directors has created several committees responsible for the performance of specific functions of the Board of Directors.

Corporate Governance Committee

In accordance with applicable best practices, the directors that comprise the Corporate Governance Committee have recognised qualifications, skills and experience appropriate to the consideration of the corporate governance model adopted, to verification of its effectiveness and to the proposed adoption of measures directed at constant improvement.

Corporate Governance Committee Regulations

Ethics Comittee
The role of the Ethics Committee is to keep, supervise, improve and update the Ethics Code, as well as suggest all the measures considered as adequate for the development of a company culture and professional ethics within the Company.

For this purpose, the Corporate Governance Commission has a committee (Ethics Committee) composed by: Non-Executive Director; the Chairman of the Fiscal Council; the Executive Director responsible for the Human Resources department.

During 2018, the current Ethics Committee met 3 times.

Ethics Committee regulations
Consult the Ethics Committee regulations here.

Appointments and Assessments Committee

In line with best practices in corporate governance, as well as with the recommendations of the CMVM in this connection, the Board of Directors has established an Appointments and Assessment Committee, particularly to ensure competent, independent assessment of the performance of executive directors, to perform an overall assessment of the performance of the Board of Directors and of the various specialised committees, as well as to ensure timely identification of potential candidates with the profile required to perform duties as a director.

Appointments and Assessments Committee Regulations

Audit and Finance Committee

With a view to performing its duties the Audit and Finance Committee co-ordinates with the Board of Auditors in those areas that are the legal and statutory responsibility of this body.

During 2018, the current Audit and Finance Committee met 6 times.

The Board of the General Meeting of NOS, SGPS, SA, comprises the following members:

Under the terms of the NOS articles of association, the company's supervision is entrusted to a Fiscal Board and a Statutory Auditor or Firm of Chartered Accountants. The Fiscal Board comprises three full and one alternate members, elected by the General Meeting of May 8, 2019, for the 2019-2021 term.

During 2018, the current Fiscal Board met 13 times.

Fiscal Board Regulations

The Fiscal Board comprises the following members:

Under the terms of the NOS articles of association, the company's supervision is entrusted to a Board of Auditors and a Statutory Auditor or Firm of Chartered Accountants.

At the General Meeting on May 8, 2019, the following were elected as Statutory Auditor and Alternate Statutory Auditor for the 2019-2021 term:

Statutory Auditor:
ERNST & YOUNG AUDIT & ASSOCIADOS, SROC, S.A., (ROC n.º 178), represented by Sandra e Sousa Amorim (ROC n.º 1213);

Alternate Statutory Auditor:
Pedro Jorge Pinto Monteiro da Silva e Paiva (ROC n.º 1258)

Under Article 446-A of the Companies Code ("CSC") NOS appointed as Full and Alternate Company Secretary, to assume the powers legally established in Article 446-B of the CSC, for the 2019-2021 term:

Company Secretary: Sandra Martins Esteves Aires

Alternate Company Secretary: Cidália Teixeira Filipe

The General Secretary is charged with:

• ensuring the formality and conformity of the corporate acts;
• ensuring that the various corporate documents are up to date and are disclosed;
• advising the governing bodies, the company in general and other group companies on matters relating to Company Law, Securities Law and Corporate Governance, ensuring legal, regulatory and recommendatory compliance;
• providing the necessary support to the meetings of the Board of Directors, Executive Committee and General Meeting of NOS and of its subsidiaries;
• providing administrative support to the governing bodies.

NOS shares are admitted to trading on the Euronext Lisbon regulated market.

The articles of association of NOS, SGPS, SA ("NOS") define the duties, internal rules, working and actions of the Company's governing bodies. The articles of association also detail shareholder rights and how they can be exercised.

Consult the NOS Articles of Association and download the document, if you wish.

Learn how the irregularities reporting process works.
To report to Fiscal Board, you may use one of the following communication channels:

• Post: Apartado 14026 EC, 5 de Outubro, 1064-001 Lisboa
• Mail: comunicar.irregularidades@nos.pt.

Download this PDF for future reference.