ADDENDUM TO THE CORPORATE GOVERNANCE REPORT 2007

Transcrição

1 ADDENDUM TO THE CORPORATE GOVERNANCE REPORT 2007

2 SAG GEST - Soluções Automóvel Globais, SGPS, SA Listed Company Registered Share Capital: 169,764,398 Taxpayer: Registered at the Amadora Registrar of Companies under no Headquarters: Estrada de Alfragide, Amadora Offices: Alfrapark Edifício SGC, Piso Amadora Tel: (351) Fax: (351) investor.relations@sag.pt Web:

3 ADDENDUM TO THE CORPORATE GOVERNANCE REPORT FISCAL YEAR 2007 This addenda to the Corporate Governance Report aims to provide various additional information requested by the Securities Commission to SAG GEST Soluções Automóvel Globais, SGPS, SA, on a date after the 2007 Annual Report was approved by the Shareholders Meeting held on 31st March 2008.

4 Therefore, and in addition to information previously provided within the statement of compliance with CMVM s recommendations regarding listed companies corporate governance, we would like to make known the following: Recommendation 1 Recommendation 2 Recommendation 3 Recommendation 4 Recommendation 5 Recommendation 5-A Recommendation 6 Not fulfilled. Recommendation 7 Recommendation 8 Not fulfilled. Recommendation 8-A Recommendation 9 Recommendation 10 Not applicable. Recommendation 10-A Not fulfilled. Within implementation of the said policy for internal communication of irregularities, a request was sent on May 2006 to the National Data Protection Commission for authorization to process personal data, which is still pending approval by the said Commission. Recommendation 11 Not applicable.

5 CHAPTER I. DIVULGATION OF INFORMATION Committee for the Assessment of the Corporate Structure and Governance Since 2004, an internal committee has been set up to assess the corporate structure and governance. It currently has six members CFO, Group Controller, Internal Auditor, Investor Relations officer, Human Resources Manager and Company Secretary. This committee has the duty to monitor compliance by the Group of all legal, regulatory and other provisions concerning corporate governance, as well as to monitor the adequacy of the governance rules adopted by the Group; to monitor the preparation of the Management Report and give its opinion on chapters pertaining to corporate governance; to monitor compliance with the Code of Conduct and to propose measures consistent with its ongoing updating and renewal, as well as to control its actual compliance by all Grupo SAG companies; to propose to the Board of Directors initiatives and proposals that it sees fit to achieve its targets. Performance of the stock On the first business day of the year, SAG s stock price was 1.78, and it reached 3.10 on the last day of the year. The average daily number of stock sold during the 2007 financial year was 97,000. SAG GEST s stock price, which saw a valuation of approximately 74% in 2007, continued the positive trend it had started in 2005 (+ 5% in 2006 and + 33% in 2005), a remarkable performance when one considers the climate surrounding the financial markets in the 2 nd semester of the year which was particularly harsh for Small & Mid Caps. In 2007, the liquidity contract involving SAG GEST stock which had been established with BIG Banco de Investimento Global was continued, and 1.9 million treasury stock were purchased under that agreement.

6 Dividend distribution policy Taking into account the nature of the Group s business and its main investment projects, the Board of Directors has proposed a significant dividend policy which has translated in recent years into a payout ratio that is clearly above 50% of the Group s consolidated profit. In 2001, SAG GEST started an interim dividend distribution policy which was exceptionally halted in 2003 in view of the high uncertainty surrounding the development of the Group s business in a year that was marked by strong retraction in the country s automobile industry. In 2004, SAG GEST resumed its interim dividend distribution policy which has continued uninterruptedly. Gross dividend (cents per share) Ano Intercalar* Final** Total Payout Ratio ,0 9,6 15,6 60% ,0 6,5 12,5 60% ,1 8,1 60% ,8 3,7 6,5 60% ,2 11,2 13,4 60% ,6 5,9 8,5 60% ,14 13,35 16,49 70% * Paid in the 2 nd semester of the relevant financial year. * Paid in April of the subsequent financial year Payment of the interim dividend was suspended 2007 The final amount represents the Board s proposed amount. As far as the dividend distribution policy in the future is concerned, there is a continued commitment to distributing at least 50% of the Group s consolidated profit. As concerns the 2007 financial year, the Board of Directors proposes a total distribution of dividends involving approximately 70% of the consolidated profit, a decision which is justified by the substantial relative weight of its non recurrent component, which translated into an actual strengthening of the Group s treasury situation.

7 Deals and operations conducted between the Company and its management and auditing bodies, holders of qualified stakes or companies with a dominating or group relationship, provided they are significant in economic terms for any of the parties involved Balances and transactions with related parties, i.e., with Companies between which there is a capacity to control or to exert significant influence in the making of financial and operational decisions, are detailed in the table below. Transactions made with related Companies are governed by the same terms and conditions that apply to transactions made with unrelated third parties, which are identical to normal market practices. Related parties Services income Financial income Services purchased Financial expenses 2007 Shareholders - Assets Clients Miscellaneous debtors Suppliers Shareholders - Liabilities AA00 - Sociedade de Formação Profissional e Consultoria Técnica, SA 0 3, , ,172 Autolombos - Sociedade de Automóveis, Lda , Autoimpor - Sociedade Importadora de Automóveis, SA , ,262 Castelimo - Comércio de Automóveis e Serviços, S.A. 27, , ,217 3,021,969 32, ,424 22,577 Cercascais - Oficina, Reparação e Comércio de Automóveis, S.A. 50,000 25, , ,302 60, ,892 Cervag - Comércio de Automóveis, S.A. 75,000 19, ,254 1,237 90, ,379 Comepor - Companhia Portuguesa de Mediação de Seguros, S.A (88,668) Ecometais 0 45, ,094, Frotarent - Aluguer de Automóveis, Lda , ,634 6,684, , Garagem Central de Queluz, Lda , ,614 6,756, Globalrent - Sociedade Portuguesa de Rent-a-car, Lda ,294 97,282 19,803 15,559, , Inovision - Tecnologias de Informação, S.A. 0 14, , JM Seguro - Comércio de Automóveis, S.A. 0 72, ,937 2,333, Justocar - Comércio de Viaturas, S.A. 4,000 3, , , ,398 LGA - Logística Automóvel, S.A. 383,000 15,904,591 19,924 1,342, ,389, , ,995 4,377,515 Lirios & Nobre, Lda , Parque Laranjeiras, S.A , ,250 Rolporto - Comércio e Indústria de Automóveis, S.A. 110,000 5, , , , ,547 Rolvia - Sociedade de Automóveis, S.A. 0 2, ,539 18, Sag Dot Com, SGPS, S.A. 0 14, , Sag Serviços, S.A ,900 1,665,960 13,053 3,275, ,354 1,442 SIVA - Sociedade de Importação de Veículos Automóveis, S.A. 3,332, , ,067,929 69,174 4,031,720 2,352 12, ,471,520 Siva On Line Informação Automóvel, S.A , ,233 Soauto, SGPS, S.A , ,654, Unidas Brasil 0 138, , Usado OK - Comércio de Automóveis, S.A , , , ,073 SAG Automóveis Espanha, SL ,097, , ,981,000 19,208,454 1,783,884 6,679, ,678,965 4,935, , , ,372,618 SGC SGPS, S.A. 0 1,226, , Other statements The Company is not party to any significant agreements that will come into force, be amended or cease should there be a change in the control of the Company following a public takeover bid. There are no agreements between the Company and members of the board of directors or workers providing for damages to be paid should the worker resign, in the event of wrongful dismissal or termination of work contract following a public takeover bid.

8 CHAPTER III. COMPANY RULES Internal risk control procedures for the Company s business As regards the three committees in charge of the effective control of the Group s risks who act as advisory bodies to Grupo SAG s Board of Directors Executive Committee and consubstantiate a crucial part of the Group s Corporate Governance Manual, it is further stated: - The ALCO (Assets and Liabilities) Committee currently comprises eleven members, including four executive members of the Board of Directors, namely the Chairperson of the Executive Committee, Esmeralda Dourado, Manuel Meneses, José Vozone and Pedro Almeida, and two non-executive members, Carlos Coutinho and António Lemos. - The Automobile Risk Committee currently comprises eleven members, including three executive members of the Board of Directors, namely Fernando Monteiro, José Vozone and Pedro Almeida, and a non-executive member, Carlos Coutinho. - The Technological Committee currently comprises thirteen members, including two executive members of the Board of Directors, namely Manuel Meneses and José Vozone, and two non-executive members, namely Carlos Coutinho and António Lemos. CHAPTER IV. CORPORATE MANAGEMENT BODY It is hereby made known that on , Carlos Alexandre Antão Valente Coutinho (non-executive voting member of the Board of Directors) owned 11,584 Company shares (11,484 under direct ownership and 100 shares owned by spouse). Remuneration of the Board of Directors No non-financial benefits were distributed which could be considered as remuneration, nor were any damages paid to members of the Board of Directors, and there are no supplementary pension or early retirement schemes for members of the Board of Directors. Below is a transcription of note *** of the table regarding the remuneration paid to the members of the Board of Directors during FY2007, which now reads as follows: The variable remuneration paid in 2007 was provided for in the proposed distribution of the 2006 profits approved in the Shareholders Meeting, with the exception of the amount of Eur included in the above amount which was paid to executive directors as an exceptional bonus to commemorate SIVA, SA s 20th anniversary.

9 Appendix (Retranscription of information attached to the Management Report in the original document) QUALIFIED STAKES 31 December 2007 SGC Investimentos - SGPS, SA (*) Direct ownership 17,391,110 shares, representing 10.24% of the company s capital and corresponding to 10.91% of the voting rights. (*) Fully owned by SGC - SGPS, SA. SGC - SGPS, SA (**) Direct ownership 111,221,824 shares, representing 65.52% of the company s capital and corresponding to 69.78% of the voting rights. Indirect ownership 17,391,110 shares held by SGC Investimentos SGPS, SA, representing 10.24% of the company s capital and corresponding to 10.91% of the voting rights. (**) 99.80% held by João Manuel de Quevedo Pereira Coutinho Dr. João Manuel de Quevedo Pereira Coutinho Direct ownership 3,915 shares, representing % of the company s capital and corresponding to % of the voting rights. Indirect ownership 111,221,824 shares held by SGC SGPS, SA, representing 65.52% of the company s capital and corresponding to 69.78% of the voting rights. 17,391,110 shares held by SGC Investimentos SGPS, SA, representing 10.24% of the company s capital and corresponding to 10.91% of the voting rights. Total amount 128,616,849 shares, representing 75.76% of the company s capital and corresponding to 80.70% of the voting rights. Pasley United Ltd Direct ownership 9,375,000 shares, representing 5.52% of the company s capital and corresponding to 5.88% of the voting rights. Santander Asset Management Sociedade Gestora de Fundos de Investimento Mobiliário, SA Stock held by the Stock Investment Funds Fundo Santander Acções Portugal shares, representing 1.67% of the company capital and corresponding to 1.77% of the voting rights Fundo Santander PPA 567,848 shares, representing 0.33% of the company capital and corresponding to 0.36% of the voting rights Total amount 3,396,358 shares, representing 2.00% of the company capital and corresponding to 2.13% of the voting rights.