Board of Directors | EDP Renováveis

About the Board of Directors

Pursuant to Articles 20 and 21 of the Company’s Articles of Association, the Board of Directors shall consist of no less than five (5) and no more than seventeen (17) Directors. The current composition of EDPR’s Board of Directors has been fixed by its Shareholder’s Meeting in 12 members. Their term of office shall be three (3) years, and they may be re-elected once or more times for equal periods.

Pursuant to Article 19 of the Company’s Articles of Association, the Board of Directors has the broadest powers to manage, supervise and govern the Company, with no limitations other than the responsibilities expressly and exclusively granted to the jurisdiction of the General Shareholders Meeting in the Company’s Articles of Association or in the applicable law.

Regarding the decisions to increase the share capital, the Board of Directors, by delegation of the General Meeting, may decide to increase the share capital once or several times. This delegation, which may be the subject of replacement, may include the authority to exclude pre-emption rights in respect of such allotment of shares, in accordance to what is provided in the law.

The General Meeting may also delegate to the Board of Directors the authority to implement an already approved share capital increase agreement, to indicate the date or the dates to implement it and to determine the conditions of the same that were not specified by the General Meeting. Depending on the case, this delegation may be subject of replacement. The Board of Directors may use this delegation wholly or in part and may also decide not to perform it, taking into consideration the conditions of the Company, the market or any particularly relevant events or circumstances that justify said decision. The General Meeting shall be informed thereof, once expired the time period or time periods to complete such share capital increase.

The Board of Directors must meet at least once a quarter. Nonetheless, the Chair, on his own initiative or that of three (3) Directors, shall convene a Board meeting whenever he deems it necessary for the Company.

Meetings are convened by the Chair, who may order the Secretary to send the invitations. Invitations shall be sent at least five (5) days prior to the date of the meeting. Exceptionally, when the circumstances so require, the Chair may call a meeting of the Board without respecting the required advance notice.

The meetings of the Board are valid if half of the Directors plus one are present or represented. Directors shall attend Board meetings personally and, on exception, if they are unable to do so, they shall delegate their representation through a written Declaration to another Director. Without prejudice to the above, the Board of Directors shall be deemed to have been validly convened, with no need for an invitation, if all the Directors present or represented agree unanimously to hold the meeting as universal and accept the agenda to be dealt with at it.

Decisions are adopted by absolute majority among those present. Each Director present or represented has one vote and the Chair has the casting vote in the event of a tie.