The Board of Directors is the corporate management body of the Bank and is responsible for ensuring all operational activity not attributed to other bodies, in compliance with the strictest rules of good banking practice.
The Board of Directors of the Bank is composed of a minimum of fifteen and a maximum of nineteen members, elected by the General Meeting of Shareholders for a four -year term-of-office. Their re-election is permitted.
The Board of Directors has a wide set of powers established by law and by the company's articles of association. The following competences are to be exclusively performed by the Board of Directors:
a) Chose its Chairperson and Vice-Chairpersons when these are not appointed by the General Meeting;
b) Appoint directors to fill in eventual vacancies;
c) Ask the Chairperson of the Board of the General Meeting to call the General Meeting;
d) Resolve on the change of head office and share capital increases, under the terms of the law and of the articles of association;
e) Approve mergers, demergers and other changes to the company;
f) Resolve, under the terms of the law and of the articles of association, on the issue of shares and other securities that imply or may imply a share capital increase by the Bank, establishing the conditions and carrying out, with them, all operations permitted by law, abiding by any limits set by the General Meeting;
g) Approve the Annual Reports and Financial Statements and the proposals that the management body is responsible for submitting to the General Meeting, namely the proposal for the appropriation of profits;
h) Define the general policies and strategy for the Bank and for the group;
i) Approve the annual budgets and longer-term budgets and monitor their execution;
j) Through its Audit Committee, ensure the issue of an opinion on loans, regardless of the form, or on the engagement of services to (i) members of corporate bodies, (ii) holders of stakes above 2% of the Bank's share capital, computed according to Article 20 of the Securities Code, as well as (iii) individuals or companies related to them;
k) Approve the Group Codes and ratify the Service Orders approved or amended by the Executive Committee;
l) Ratify any acts undertaken on its behalf by the Chairperson or by his/her alternate in case of emergency;
m) Hire and replace, under proposal of the Audit Committee, the external auditor appointed pursuant to article 23 (e) of these Articles of Association;
n) Delegate on an Executive Committee composed of a minimum of six and a maximum of nine of its members the day-to-day management of the Bank, under the terms and with the scope of the resolution that delegates such powers, whether this scope is increased or reduced;
o) Appoint the company secretary and the respective alternate;
p) Resolve on the granting or termination of functions of all the employees who are managers and report directly to the Board of Directors or to any of its committees or commissions, including the Executive Committee, as well as of any members of corporate bodies appointed by the Bank, approve their salaries, social benefits and other payments, as well as approve the conditions for terminating their contracts. This power shall be delegated to the Commission for Nominations and Evaluations;
q) Appoint, among other heads, a Head of Investors Relations, a Risk Officer, a Compliance Officer, a Head of Audit Department and a Group Treasurer, who must have the adequate expertise and profile to undertake such functions and to whom the BoD must give the autonomy and all the necessary means to carry out their functions. This power shall be delegated to the Commission for Nominations and Evaluations;
r) Appoint a Client Ombudsman, who must necessarily be an individual with a recognized ability, honesty and experience in banking, without employment ties to the Bank and to whom the BoD must ensure all the necessary means to carry out his/her functions freely and independently;
s) Approve the respective internal regulations, as well as the regulations of the Executive Committee and of the other commissions it decides to create;
t) Define and resolve on eventual changes to the group's corporate structure;
u) Resolve on significant extensions or reductions of the group's activity;
v) Annually assess the Bank's governance model, supported, if necessary, by the prior appraisal of the Commission for Corporate Governance, and disclose such assessment in the Annual Corporate Governance Report, identifying eventual constraints to its functioning and proposing measures to overcome them within the law;
w) Ensure that the Bank has efficient systems for internal control, risk management and internal audit;
x) Appoint the members of the Board for International Strategy;
y) Delegate to one or more of its members, as far as it is allowed by law, representation and management powers for isolated acts or categories of acts.
At meeting held on 06.09.2018, the BoD delegated to an Executive Committee, composed of 6 of its members, the management of the Bank, exception made to the competences indicated above.
Term-of-office 2022/2025:
Chairman:
Nuno Manuel da Silva Amado
Vice-Chairmen
Jorge Manuel Baptista Magalhães Correia
Valter Rui Dias de Barros
Miguel Maya Dias Pinheiro
Members:
Altina de Fátima Sebastian Gonzalez Villamarin
Ana Paula Alcobia Gray
Cidália Maria Mota Lopes
Fernando da Costa Lima
João Nuno de Oliveira Jorge Palma
José Miguel Bensliman Schorcht da Silva Pessanha
Lingjiang Xu
Lingzi Yuan (Smilla Yuan)
Maria José Henriques Barreto de Matos de Campos
Miguel de Campos Pereira de Bragança
José Pedro Rivera Ferreira Malaquias
Rui Manuel da Silva Teixeira