Corporate Governance
Board Members
Promoting Diversity within Governing Bodies
Corticeira Amorimis the holding company of an economic group with its headquarters in Portugal. The group is solidly implanted internationally through subsidiary, part-owned and joint-venture companies. The group is continuously developing a wide range of products and solutions to meet the demands of different markets and consumers.
In response to the challenges the group faces, Corticeira Amorim advocates a diversity policy for the composition of its governance bodies, especially in regard to the Board of Directors and the Audit Committee, in order to:
- Promote diversity in the composition of the respective body;
- Enhance the performance of each body and each individual member of those bodies;
- Encourage wide-ranging, balanced and innovative analyses with a view to facilitating well-founded and agile decision-making and control processes; and
- Contribute to increased innovation and to the self-renewal of the Company, together with its sustained development and the creation of long-term value for its shareholders and other stakeholders.
Corticeira Amorim recognises the permanent necessity for promoting diversity within its governing bodies, especially within the Board of Directors and the Audit Committee, in regard to the following specific factors:
- Academic qualifications and professional experience appropriate to the specific corporate role concerned, and which bring together, across the whole of each governing body, the necessary skills for that body to fulfil its role effectively;
- The inclusion of members from different age ranges, combining the knowledge and experience of older members with the innovation and creativity of younger members to enable the respective body to combine an innovative approach to business with the prudent management of risk; and
- Promoting gender diversity to provide a satisfactory balance of sensibilities and decision-making styles within each governing body.
The independent members of Corticeira Amorim's corporate boards and commissions shall meet the criteria set out in (i) recommendation III.4 of the Corporate Governance Code of the Portuguese Institute of Corporate Governance (2018 edition, revised in 2020) and ( ii) no. 5 of article 414 and no. 1 of article 414-A, both from the Portuguese Companies Code.
Composition of Board Members
General Meeting’s Board
Board of Directors
- Chairman: António Rios Amorim
- Vice-President: Luisa Alexandra Ramos Amorim
- Member: Cristina Rios de Amorim
- Member: Nuno Filipe Vilela Barroca de Oliveira
- Member: Fernando José de Araújo dos Santos Almeida
- Member: Juan Ginesta Viñas
- Member: José Pereira Alves (Independent)
- Member: João Nuno de Sottomayor Pinto de Castello Branco (Lead Independent Director)
- Member: Maria Cristina Galhardo Vilão (Independent)
- Member: António Manuel Mónica Lopes de Seabra (Independent)
- Member: Helena Sofia Silva Borges Salgado Fonseca Cerveira Pinto (Independent)
Ten meetings of the Board of Directors were held during 2023 (2022: ten meetings), and all the members of the Board in office attended (or were represented) at the meetings.
There were six representations at the referred ten meetings (in accordance with the law, by other directors), so overall attendance was 94% and individual attendance was 100% for all directors except those who were represented.
Executive Committee
- Chief Executive Officer: António Rios Amorim
- Chief Financial Officer: Cristina Rios de Amorim
- Real Estate M&D Officer: Nuno Filipe Vilela Barroca de Oliveira
- Director: Fernando José de Araújo dos Santos Almeida
The Executive Committee met 17 times during 2023, attendance was 100% (in overall and individual terms).
Audit Committee
- Chairman: José Pereira Alves (Independent)
- Member: Maria Cristina Galhardo Vilão (Independent)
- Member: António Manuel Mónica Lopes de Seabra (Independent)
- Member: Helena Sofia Silva Borges Salgado Fonseca Cerveira Pinto (Independent)
During 2023, twelve meetings of the Audit Committee were held, with the participation or representation of all members.
Overall attendance was 93.8%, and individual attendance was 100%.
Appointments, Evaluation and Remuneration Committee
- Chairwoman: Maria Cristina Galhardo Vilão (Independent)
- Member: Álvaro José da Silva (Independent)
- Member: Rui Fernando Viana Pinto (independent)
In 2024 there were four meetings of the Appointments, Evaluation and Remuneration Committee (100% global and individual attendance).
Company Secretary
Risk Committee
- Chairman: António Manuel Mónica Lopes de Seabra (Independent)
- Member: Fernando José de Araújo dos Santos Almeida
- Member: Cristina Rios de Amorim
- Chairman: José Pereira Alves (Independent)
- Member: Júlio César Martins Henriques
In 2023 there were five meetings of the Risk Committee (100% global and individual attendance).
Environmental, Social and Governance Committee
- Chairwoman: Helena Sofia Silva Borges Salgado Fonseca Cerveira Pinto (Independent)
- Chief Financial Officer: Cristina Rios de Amorim
- Member: Pedro Jorge Ferreira de Magalhães
- Member: Ana Negrais Matos
In 2023 there were four meetings of the ESG Committee (100% global and individual attendance).