Novabase, Sociedade Gestora de Participações Sociais, S.A. (hereinafter called “Novabase” or “Company”)
has chosen to publish a separate annex to its annual report on the topic of corporate governance, in compliance with Article 245/A of the Securities Code and in ccordance with the provisions of CMVM Regulation no. 01/2010 on the Governance of Listed Companies, organized according to the scheme outlined in Annex I to this CMVM regulation.
In this report, Novabase indicates which recommendations have been adopted and not adopted – with justification in the latter case – from the CMVM 2010 Corporate Governance Code (“Recommendations”), published in January 2010 (“Corporate Governance Code”).
This annex, which is an integral part of Novabase’s 2012 annual report, contains information complying with the requirements of Article 7 of the Securities Code, and includes references to other annexes of this annual report.
Novabase has been a publicly-traded company since July 2000. It operates according to a constantly-evolving corporate governance model, aimed at optimizing its performance and benefiting all of its stakeholders – those interested in its corporate activities, namely shareholders, investors, customers, partners and employees.
In light of trends in best corporate governance practices in accordance with rules and recommendations issued by the CMVM, and taking into account Novabase’s experiences since its admission to trading on the Euronext Lisbon regulated market, shareholders at the General Meeting of Shareholders of 12 April 2007 approved an Anglo-Saxon corporate governance model that includes a Board of Directors with an Auditing Committee and a statutory auditor.
Moreover, following the General Meeting of Shareholders of 28 April 2009, two specialized committees were established within the Board of Directors: a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee. In order to improve its governance practices, Novabase constantly analyses the implementation of this model.
Note that the Association of Listed Securities Issuers (AEM – Associação de Empresas Emitentes de Valores Cotados em Mercado) and the Catholic University of Portugal (Universidade Católica Portuguesa) presented a study in 2012 on the degree of compliance with corporate governance recommendations in force in Portugal, weighted by their affinity with a number of international benchmarks, with total values ranging from 5,000 to 10,000 (complete compliance with recommendations considered relevant) and scores ranging from D (minimum rating) to AAA (maximum rating).
In this study, Novabase received a rating of AAA and a score of 9,730.49.
Furthermore, according to the CMVM in its Annual Report on the Governance of Listed Companies in Portugal (2012), Novabase adopted 96% of the recommendations of the Corporate Governance Code; the remaining recommendations not adopted by the company are duly justified in this report.