Authorizes The Government To Amend The Decree Law 558/99, Of 17 December, Which Establishes The Legal Regime Of The State Business Sector And Public Enterprises

Original Language Title: Autoriza o Governo a alterar o Decreto-Lei n.º 558/99, de 17 de Dezembro, que estabelece o Regime Jurídico do Sector Empresarial do Estado e das Empresas Públicas

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Read the untranslated law here: http://app.parlamento.pt/webutils/docs/doc.pdf?path=6148523063446f764c3246795a5868774d546f334e7a67774c336470626d6c7561574e7059585270646d467a4c316776644756346447397a4c334277624445784e4331594c6d527659773d3d&fich=ppl114-X.doc&Inline=false

1 PROPOSAL of law No. 114/X reasons After nearly seven years of the Decree Law 558/99, of December 17, considered necessary to carry out some changes to the legal framework for the State's business sector, taking into account experience in its practical application and the need to ensure the harmony between that regime and the new Public Manager Status that the Government intends to also approve. The amendments to be made to fall within the framework established by the code of commercial companies, according to the review by Decree-Law No. 76-A/2006, of 29 March, and result of increasing attention in relation to equally good government practices and the internal organisation of public undertakings. With regard, in particular, the organisational structure, we intend to add a new section IV, where they establish the distinction between Executive and non-executive directors and providing for the existence of an Executive Committee, as well as of committees, audit and evaluation, and approval by various organs of the respective internal regulations. It is also considered necessary to ensure the effective definition of management guidelines for the business sector in the State, according to three different levels: strategic guidelines for all the business of the State, laid down by the Council of Ministers; General guidelines for a given sector of activity, fixed by joint decree of the Minister of Finance and the Minister of their sector of activity; and specific guidelines, company to company, established by joint decree or through the exercise of shareholder function, depending on the type of company concerned. Finally, considering the need to ensure, in this area too, the containment of public expenditure and the rigour in the management of available resources, it is intended to strengthen the financial control mechanisms and the special duties of information of public companies.

2 were heard the Government organs of the autonomous regions and the National Association of Portuguese municipalities.

So: under d) of paragraph 1 of article 197 of the Constitution, the Government presents to the Assembly of the Republic the following proposal of law: article 1 subject-matter Is the Government allowed to change the legal system of the State enterprise sector, established in Decree Law 558/99, of December 17.

Article 2 the authorization referred to in the preceding article shall be granted in order to create conditions to improve the efficiency and effectiveness of the business sector of the State, establishing various levels for management guidelines by adapting the organizational structure of businesses to the demands of accuracy and transparency and strengthening financial control mechanisms and the special duties of information of public companies.

Article 3 extension Ordinance to be approved under the authorisation conferred by this law shall establish: a) a model of organizational structure, where they establish the distinction between Executive and non-executive directors and providing for the existence of an Executive Committee, as well as of committees, audit and evaluation, and approval by various organs of the respective internal regulations; b) management guidelines, according to three different levels: strategic guidelines for all the business of the State, laid down by the Council of Ministers; General guidelines for a particular sector of activity 3, fixed by joint decree of the Minister of Finance and the Minister of their sector of activity; and specific guidelines, company to company, established by joint decree or through the exercise of shareholder function, depending on the type of company concerned; c) strengthening financial control mechanisms and the special duties of information of public undertakings, namely: i. the submission by public enterprises of annual and multi-annual investment plans and their sources of financing; II. The identification of the elements to be included in the annual reports of public companies; III. the obligation of annual publication in Diário da República of information concerning each company's public administrators; IV. The need for prior authorisation for assumption of responsibilities that exceed 30% of the accumulated in terms of public enterprises and capital are not provided for in the respective budget or investment plan. (d)) the need for prior authorization of the Minister of finance and Minister responsible for sector of activity for changes to statutes of public companies under corporate form that are carried out in accordance with the provisions of commercial law; and) the adjustments deemed necessary for harmonisation and consistency of regime, arising from the amendments provided for in the above, and amendments to the Decree Law 558/99, of December 17, prevail over the statutes of the public companies that, within six months, have not been reviewed and adapted and are contrary to the abovementioned amendments.

Article 4 Duration of the authorisation granted by this law lasts for 180 days.

Seen and approved by the Council of Ministers of 16 November 2006.

The Prime Minister 4 the Minister of Parliamentary Affairs Minister Presidency 5 After almost seven years of the Decree Law 558/99, of December 17, considered now to be some amendments to the legal framework for the State's business sector, taking into account experience in its practical application and the need to ensure the harmony between that regime and the new Public Manager Status also approved by the Government on this occasion. The changes introduced are also within the framework set by the code of commercial companies, according to the review by Decree-Law No. 76-A/2006, of 29 March, and denote the increasing attention with regard to good practices of Government and the internal organisation of public undertakings. With regard, in particular, the organisational structure, section IV is added, where is the distinction between Executive and non-executive directors and provides for the existence of an Executive Committee, as well as of committees, audit and evaluation, and approval by various organs of the respective internal regulations. Whereas, however, the great diversity of the companies that make up the State's business sector, the mandatory implementation of this management structure is dependent on the joint decision of the Minister of finance and Minister responsible for the sector of activity concerned. With this decree-law is intended to ensure the effective definition of management guidelines for the business sector of the State, highlighting the role fits in the dynamization of economic activity and the satisfaction of public needs or with public interest and also in view of a more rational, efficient and transparent. In this context, are provided for three levels of management: strategic guidelines for all the business of the State, laid down by the Council of Ministers; General guidelines for a given sector of activity, fixed by joint decree of the Minister of Finance and the Minister of their sector of activity; and specific guidelines, company to company, established by joint decree or through the exercise of shareholder function, depending on the type of company concerned. The observance of these guidelines will then be considered in performance evaluation of public managers, in accordance with its Statute. Finally, considering the need to ensure, in this area too, the containment of public expenditure and the rigour in the management of available resources, reinforce the 6 financial control mechanisms and the special duties of information of public companies.

So: the use of legislative authorization granted by law No. [...], and in accordance with point (b)) of paragraph 1 of article 198 of the Constitution, the Government decrees the following: article 1 amendment to Decree Law 558/99, of December 17 articles 4, 6, 10, 11, 12, 13, 15, 26, 29, 31, 32, 35 and 37 of Decree Law 558/99 , of 17 December, shall be replaced by the following: ' article 4 [...]

The activity of the public and the business sector of the State must be directed towards the achievement of adequate levels of satisfaction of the needs of the community, as well as develop second demanding parameters of quality, economy, efficiency and effectiveness, also contributing to the economic and financial balance of the public sector.

Article 6 [...]

1 – […]. 2-subject to the following paragraph, the integration of companies in the business sector of the State applies only to their public participation, in particular with regard to their registration and control, as well as the exercise of shareholder rights, which should take into account the principles arising out of this Ordinance and other applicable legislation. 3-the members of the management bodies of the companies


7 designated or proposed by the State, directly or through the societies referred to in paragraph 3 of article 10, shall be subject to the legal regime applicable to public managers, in accordance with its Statute.

Article 10 [...]

1-the rights of the State as shareholder are exercised through the Directorate-General of the Treasury, under the direction of the Minister of finance, who may delegate, in accordance with the guidelines set out in the following article and by prior coordination with the Ministers responsible for the sector. 2 – […]. 3-the rights referred to in the preceding paragraphs may be exercised indirectly through capital companies exclusively. 4-the entities responsible for the exercise of shareholder function, pursuant to this article shall be represented on the Board of Directors of public companies, through a non-executive member, or, if the company's management structure does not provide for the existence of these members, in its surveillance authority.

Article 11 1 – Management Guidelines With a view to defining the exercise of management of State-owned enterprises, are issued strategic guidance for the overall business of the State, by resolution of the Council of Ministers. 2-With the same purpose, can still be issued the following guidelines: a) General guidelines, defined by joint decree of the Minister of finance and Minister responsible for the sector and aimed at a number of public enterprises in the same sector of activity;

8 b) specific guidelines, defined by joint decree of the Minister of finance and Minister responsible for the sector of shareholder resolution, depending on whether it's business or public entity of society, respectively, and designed individually to a public company. 3-the guidelines set out in the preceding paragraphs are reflected in the decisions to be taken in the General Assembly by the public representatives or, in the case of public bodies, in the preparation and approval of their respective strategic plans and activities, as well as in the management contracts to be concluded with the public managers, in accordance with the law. 4-The General and specific guidelines may involve quantified targets and contemplate the conclusion of contracts between the State and public undertakings, as well as establish parameters or guidelines for the determination of the remuneration of public managers. 5 – it is incumbent upon the Minister of finance and Minister responsible for the sector, which may delegate, either directly or through the societies referred to in paragraph 3 of the preceding article, the verification of compliance with the guidelines set out in paragraphs 1 and 2, and may issue recommendations to support them. 6-the verification of compliance with those guidelines shall be taken into account in the performance evaluation of public managers in accordance with law. 7-the preceding paragraphs shall not affect the specification at each degree of incorporation of public company of the other powers of guardianship and supervision as may be established.

Article 12 [...]

1-public companies are subject to financial control which comprises, in particular, the analysis of sustainability and the assessment of the legality, economy, efficiency and effectiveness of its management. 2 – […]. 3 – […].

9 Article 13 special duties of information and control 1-Without prejudice to the provisions of commercial law as regards the provision of information to shareholders, should public companies provide to the Minister of finance and to the Minister responsible for the sector, directly or through the societies referred to in paragraph 3 of article 10, the following elements aimed at the monitoring and control : a) […]; b) […]; c) annual and multiannual investment plans and their sources of financing; d) [previous subparagraph (c))]; e) quarterly reports of budgetary implementation, together with the reports of the supervisory organ, where required; f) [previous article)]. 2 – the indebtedness or assumption of responsibilities of a similar nature out of balance, the medium-long term or short term, if they exceed accumulated 30% in terms of capital and are not provided for in the respective budget or investment plan, are subject to authorization by the Minister of finance or of the General Assembly, as in the case of business or public entity of society , respectively, based on a proposal from the Board of Directors of the respective company. 3 – the information covered by paragraph 1 are supplied by public enterprises under the conditions which may be laid down by order of the Minister of finance. 4-companies reported by capital companies exclusively the public referred to in paragraph 3 of article 10 through these refer the information referred to in paragraph 1 of this article.

Article 15 public managers members of the management bodies of the public enterprises, 10 regardless of its legal form, shall be subject to the Statute of the Public Manager.

Article 26 [...]

1-public business entities have a capital, called ' statutory capital», held by the State and designed to respond to their needs. 2 – […]. 3-the remuneration of statutory capital is carried out in accordance with the arrangements laid down for the distribution of profits for the year in the public limited-liability companies.

Article 29 [...]

1 – […]. 2-[...]: a) the approval of business plans and investment budgets and accounts, as well as appropriations for capital allowances and compensation payments; b) […]; c) […].

Article 31 [...]

1-draft of the business plan, the annual budget and the annual and multiannual investment plans and their sources of funding are prepared with respect for macroeconomic assumptions, the management guidelines laid down in article 11 and the guidelines set out by the Government, as well as, when appropriate, management contracts or contracts-program, and must be sent for approval until november 30 November of the previous year, the Minister of finance and to the Minister responsible for the sector of activity. 2-In special cases, the period referred to in the preceding paragraph shall be anticipated by joint decree of the Minister of finance and the Minister responsible for industry.

Article 32 [...]

1-public business entities should develop, with reference to 31 December of the previous year, accountability documents and refer them to the General Inspectorate of finance and the Directorate General of the Treasury, the period within which the public limited-liability companies should carry out the availability of those documents to the shareholders. 2-the documents referred to in the preceding paragraph are approved by the Minister of finance and the Minister responsible for the sector of activity of each company.

Article 35 amendments 1-When the statutes of public enterprises are approved or changed by legislative act, must be republished in annex to the said legislation, without prejudice to be subject to subsequent amendments in legal terms apply. 2 – amendment of statutes of public companies under corporate form can be carried out in accordance with the provisions of commercial law, requiring prior authorization by joint decree of the Minister of finance and the Minister responsible for industry.

Article 37 establishment of societies and the acquisition or sale of shares 1-Without prejudice to the provisions of special legislation, the participation of the 12 State or other public entities, as well as State-owned companies, in the Constitution of companies and in the acquisition or disposal of shares is subject to authorization by the Minister of finance, except in acquisitions arising from collateral in compliance , donation, resignation or abandonment. 2-for the purposes of the preceding paragraph, the application for authorisation should be accompanied by a statement of interest and study feasibility of intended operation. 3-failure to comply with the provisions of paragraph 1 determines the nullity of legal business concerned.»

Article 2 Amendment to Decree Law 558/99, of December 17 Are added to the Decree Law 558/99, of December 17, articles 13A and 13B, as well as section IV of chapter I, containing articles 18-the 18-G, with the following text:% quot% article 13A Reports the annual reports of companies, in addition to the elements that characterized their economic and financial situations contain: a) management guidelines laid down under article 11 which are applicable to the undertaking concerned; b) the structure of the Board of Directors and its committees; c) the identity, key curriculum elements and functions exercised by each Director; d) when necessary, the functions performed by any administrator in another company; e) selection procedures of independent administrators where they exist; f) information on the mode and conditions of compliance, in each


13 exercise of functions related to the operation of services of general interest, whenever this is committed to certain enterprises within the meaning of articles 19 to 22; g) information about the effective exercise of powers of authority on the part of companies who are holders of such powers, in accordance with article 14; h) indication of the Executive Directors and non-executive or, where appropriate, of the managing directors and of the members of the General and Supervisory Board; I) the indication of the number of meetings of the Board of Directors with a brief reference to the matters versed; j) the indication of the persons and entities responsible for external audit; l) amounts of remunerations of the directors and how are determined, including all add-ons of any remuneration, social security schemes, as well as the total amount of the charges for each administrator to the company for each financial year; m) the reports of the non-executive directors on the performance of the Executive Directors; n) external audit reports.

Article 13-B Obligation of information 1-The management of public enterprises give meet annually, in notice to be published in the second series of the Diário da República, the following information, without prejudice to, by order of the Minister of finance, determine the conditions under which supplementary disclosure: a) the structure of their Board of Directors and of the General and Supervisory Board When there is; b) the identity of Directors and members of the General and supervisory board, where there is; c) selection procedures of independent administrators, when 14 exist, and, where appropriate, the members of the General and Supervisory Board; (d) the main curricular elements) and directors ' qualifications; and) When is the case, the positions occupied by the directors in another company; f) the competence, functions and working methods of all committees within the Board of Directors and, where appropriate, of the General and Supervisory Board; g) total remuneration, fixed and variable, received by each of the Trustees, in each year, as well as the compensation received by each Member of the supervisory organ; h) Other elements that are laid down in the Council of Ministers resolution. 2 – the conditions of publication of the notice referred to in the preceding paragraph are subject to order of the Member of Government responsible for the edition of the Official Gazette and the Minister of finance.

Section IV article 18 management structures-the establishment of structures for the management of public companies Without prejudice to the provisions of the Commercial companies code, can be determined by the Minister of finance and by the Minister of the respective branch of industry adoption of management structures in the following articles, bearing in mind in particular the scale of public enterprises and the complexity of its management.

Article 18-B holders of management executives and non-executive directors 1-without prejudice to paragraph 3, the Management Board 15 comprises Executive Directors and non-executive directors, these being in excess of the number of those. 2-non-executive, or some of them, are part of an Audit Committee. 3 – the Board of Directors can integrate exclusively Managing Directors being, in this case, their activities accompanied by a general and supervisory board.

Article 18-C Executive Committee 1-The Executive Directors make up the Executive Committee. 2-it is for the Executive Board to ensure the day-to-day management of the company, as well as exercise the functions which the Board of Directors of her delegate.

Article 18-D 1 committees-The non-executive directors appointed to the Audit Committee shall appoint its Chairman among themselves. 2-The non-executive directors shall designate among themselves a Evaluation Committee.

Article 18-1 Audit Committee – the Audit Committee is responsible for: a) Choose independent external auditors, qualified to negotiate their remuneration and ensure that they are proportionate within the company the conditions appropriate to the provision of their services; b) Define the scope and extent of internal and external audits; c) approving the plans, programs and audit manuals;

16 d) to ensure the maintenance of the independence of the external auditors; and the Auditors ' reports); f) Assess the internal control systems and risk; g) Communicate to the Board of Directors and to the General Assembly the results of the audit. 2-In case of existence of a general and supervisory board, this shall appoint, from among its members an Audit Committee for the exercise of the powers referred to in the preceding paragraph.

Article 18-F 1-Evaluation Commission Evaluation Commission shall submit annually a detailed report and assessment of the conditions of performance, in each financial year, the management guidelines defined under the law. 2-In case of existence of a general and supervisory board, the members shall designate among themselves a Evaluation Committee, which applies, mutatis mutandis, the provisions in the preceding paragraph.

Article 18-G 1 Regiments – the Board of Directors draws up and approves a regiment, which set out, inter alia: a) the tasks or the portfolios assigned to each Director; b) commissions to understand to create, in addition to the audit and evaluation committees, and their respective competences; c) periodicity and the rules relating to meetings; d) how to give publicity to the deliberations. 2-the General and supervisory board, when it exists, a regiment also approves, the contents of which, mutatis mutandis, must integrate the elements referred to in the preceding paragraph. 3-the Audit Committee and the Evaluation Committee integrated by non-executive directors or by members of the General Council and 17 supervision, when this exists, approve its regiments.»

Article 3 approval of resolution within three months after the commencement of this Ordinance, the Council of Ministers adopted the resolution referred to in paragraph 1 of article 11 of the Decree Law 558/99, of December 17, as amended by this Ordinance.

Article 4 Amendment of by-laws 1-statutes of public enterprises that violate the provisions of Decree-Law No. 558/99, of December 17, as amended by this Ordinance, should be revised and adapted in accordance with the same, within a maximum period of six months after the commencement of this Ordinance. 2-the provisions of Decree-Law No. 558/99, of December 17, as amended by this decree-law, takes precedence over the bylaws of the entities referred to in the preceding paragraph that, within there mentioned, have not been reviewed and adapted.

Article 5 shall be repealed Repealed Decree-Law No. 75/77, of 28 February, no. 397/78 of 15 December, and no. 300/80, of 16 August.

Article 6 Republication is republished, in the annex, which forms an integral part of this decree-law, Decree-Law No. 558/99, of December 17.

18 article 7 entry into force this law shall enter into force within 30 days of the date of its publication.

19 ANNEX (article 6) Republication of Decree Law 558/99, of December 17 CHAPTER I General provisions section I the Business Sector of the State and public enterprises Article 1 subject-matter 1-this decree-law is to establish the State's business sector, including the General bases of the status of the State's public companies. 2 – the arrangement provided for in this decree-law applies even to companies owned directly or indirectly by all State and public bodies.

Article 2 the State Business Sector 1 – the State business sector integrates public undertakings, pursuant to article 3, and the investees. 2 – companies are business organizations that have a permanent participation of the State or any other State and public bodies, administrative or business, directly or indirectly, since the set of public participation does not originate any of the situations referred to in paragraph 1 of article 3 3-permanent holdings are considered the which have not exclusively financial objectives without any intention of influencing the direction or the management of the company on the part of the participating entities, since its title does not reach a lasting, continuous or interpolated, of more than one year. 4 – it is assumed the permanent nature of shareholdings representing over 10% of the share capital of the entity owned, except those that are 20 held by companies in the financial sector.

Article 3 Public Companies


1-public companies are considered companies formed under the commercial law, in which the State or other public bodies may exercise State, individually or jointly, directly or indirectly, a dominant influence by virtue of any of the following circumstances: the Detention of most of the capital) or of the voting rights; b) right to appoint or dismiss a majority of the members of the management bodies. or supervisory bodies. 2 – are also public entities with business nature regulated in chapter III.

Article 4 Mission of public enterprises and the State's business sector activity of public enterprises and the business sector of the State must be directed towards the achievement of adequate levels of satisfaction of the needs of the community, as well as develop second demanding parameters of quality, economy, efficiency and effectiveness, also contributing to the economic and financial balance of the public sector.

Article 5 regional and municipal business sectors beyond the State, only have own business sectors the autonomous regions, local authorities and their associations, in accordance with special legislation, for which the present law supplementary in nature.

21 Article 6 Framework of investees 1-Without prejudice to the autonomy assigned to State authorities, administrative or business, holding equity or recognized the autonomous regions, local authorities and their associations, a company owned by several public entities part of the business of the entity in the whole public sector holdings, holds the greatest relative participation. 2-subject to the following paragraph, the integration of companies in the business sector of the State applies only to their public participation, in particular with regard to their registration and control, as well as the exercise of shareholder rights, which should take into account the principles arising out of this Ordinance and other applicable legislation. 3-the members of the management bodies of the companies designated or proposed by the State, directly or through the societies referred to in paragraph 3 of article 10, shall be subject to the legal regime applicable to public managers, in accordance with its Statute.

SECTION II applicable law article 7 General legal framework 1-Without prejudice to the provisions of law applicable to public companies, regional and municipal, inter-municipal public companies are governed by private law, that is provisions of this diploma and diplomas that have approved its statutes. 2-public companies are subject to direct and indirect taxation, in general terms. 3 – The investees are fully subject to the legal framework for commercial, labour and taxation, or of another nature, applicable to companies whose capital and control is exclusively private.

22 article 8 entry for competition rules 1-public companies are subject to the General rules of national and Community competition. 2 – the relations between public undertakings and the State or other public entities cannot work situations that, in whatever form, are likely to prevent, distort or restrict competition in whole or in part of the national territory. 3-public companies are governed by the principle of financial transparency and the accounts must be organized in order to allow for the identification of any financial flows between them and the State or other public entities, as well as ensure compliance with national and Community requirements on competition and public aid.

Article 9 derogations from the provisions of paragraphs 1 and 2 of the preceding article shall not affect special, duly justified derogations, where application of the General rules of competition is likely to frustrate, in law or in fact, the missions entrusted to public undertakings responsible for the operation of services of general economic interest or to support the management of the assets of the State.

SECTION III other provisions article 10 Function 1 State shareholder-rights of the State as shareholder are exercised through the Directorate-General of the Treasury, under the direction of the Minister of finance, who may delegate, in accordance with the guidelines set out in the following article and by prior coordination with the Ministers responsible for the sector. 2-rights of other public entities like State shareholder shall be exercised by the respective management 23, with respect for the guidelines resulting from the supervision and tutelage which they are carried. 3-the rights referred to in the preceding paragraphs may be exercised indirectly through capital companies exclusively. 4-the entities responsible for the exercise of shareholder function, pursuant to this article shall be represented on the Board of Directors of public companies, through a non-executive member, or, if the company's management structure does not provide for the existence of these members, in its surveillance authority.

Article 11 1 – Management Guidelines With a view to defining the exercise of management of State-owned enterprises, are issued strategic guidance for the overall business of the State, by resolution of the Council of Ministers. 2-With the same purpose, can still be issued the following guidelines: a) General guidelines, defined by joint decree of the Minister of finance and Minister responsible for the sector and aimed at a number of public enterprises in the same sector of activity; b) specific guidelines, defined by joint decree of the Minister of finance and Minister responsible for the sector of shareholder resolution, depending on whether it's business or public entity of society, respectively, and designed individually to a public company. 3-the guidelines set out in the preceding paragraphs are reflected in the decisions to be taken in the General Assembly by the public representatives or, in the case of public bodies, in the preparation and approval of their respective strategic plans and activities, as well as in the management contracts to be concluded with the public managers, in accordance with the law. 4-The General and specific guidelines may involve quantified targets and contemplate the conclusion of contracts between the State and public undertakings, as well as establish parameters or guidelines for the determination of the remuneration of public managers. 5 – it is incumbent upon the Minister of finance and Minister responsible for the sector, which may delegate, either directly or through the societies referred to in paragraph 3 of article 24 above, the verification of compliance with the guidelines set out in paragraphs 1 and 2, and may issue recommendations to support them. 6-the verification of compliance with those guidelines shall be taken into account in the performance evaluation of public managers in accordance with law. 7-the preceding paragraphs shall not affect the specification at each degree of incorporation of public company of the other powers of guardianship and supervision as may be established.

Article 12 financial control 1 – public companies are subject to financial control which comprises, in particular, the analysis of sustainability and the assessment of the legality, economy, efficiency and effectiveness of its management. 2-without prejudice to the powers conferred by the law to the Court of Auditors, the financial control of public enterprises, the General Inspectorate of Finance. 3-public companies shall adopt adequate internal control procedures to ensure the reliability of the accounts and other financial information, as well as the articulation with the entities referred to in the preceding paragraph.

Article 13 special duties of information and control 1-Without prejudice to the provisions of commercial law as regards the provision of information to shareholders, should public companies provide to the Minister of finance and to the Minister responsible for the sector, directly or through the societies referred to in paragraph 3 of article 10, the following elements aimed at the monitoring and control: a) drafts of plans annual and multiannual activity programmes; b) drafts of annual budgets, including estimation of financial transactions with the State; c) annual and multiannual investment plans and their sources of financing; d) annual accounting documents; e) quarterly reports of budgetary implementation, accompanied by reports from


25 supervisory body, where required; f) any other information and documents requested for the monitoring of the situation of the company and of its activity, with a view, in particular, to ensure the sound management of public funds and the evolution of its financial situation. 2 – the indebtedness or assumption of responsibilities of a similar nature out of balance, the medium-long term or short term, if they exceed accumulated 30% in terms of capital and are not provided for in the respective budget or investment plan, are subject to authorization by the Minister of finance or of the General Assembly, as in the case of business or public entity of society , respectively, based on a proposal from the Board of Directors of the respective company. 3 – the information covered by paragraph 1 are supplied by public enterprises under the conditions which may be laid down by order of the Minister of finance. 4-companies reported by capital companies exclusively the public referred to in paragraph 3 of article 10 through these refer the information referred to in paragraph 1 of this article.

Article 13-1 Reports – the annual reports of companies, in addition to the elements that characterized their economic and financial situations, contain: a) management guidelines laid down under article 11 which are applicable to the undertaking concerned; b) the structure of the Board of Directors and its committees; c) the identity, key curriculum elements and functions exercised by each Director; d) when necessary, the functions performed by any administrator in another company; e) selection procedures of independent administrators where they exist; f) information on the mode and conditions of compliance, in each financial year, of functions related to the operation of services of general interest, whenever this is committed to certain companies, in accordance with articles 19 to 26 22; g) information about the effective exercise of powers of authority on the part of companies who are holders of such powers, in accordance with article 14; h) indication of the Executive Directors and non-executive or, where appropriate, of the managing directors and of the members of the General and Supervisory Board; I) the indication of the number of meetings of the Board of Directors with a brief reference to the matters versed; j) the indication of the persons and entities responsible for external audit; l) amounts of remunerations of the directors and how are determined, including all add-ons of any remuneration, social security schemes, as well as the total amount of the charges for each administrator to the company for each financial year; m) the reports of the non-executive directors on the performance of the Executive Directors; n) external audit reports.

Article 13-B Obligation of information 1-The management of public enterprises give meet annually, in notice to be published in the second series of the Diário da República, the following information, without prejudice to, by order of the Minister of finance, determine the conditions under which supplementary disclosure: a) the structure of their Board of Directors and of the General and Supervisory Board When there is; b) the identity of Directors and members of the General and supervisory board, where there is; c) selection procedures of independent administrators, where they exist, and, where appropriate, the members of the General and Supervisory Board; (d) the main curricular elements) and directors ' qualifications; and) When is the case, the positions occupied by the directors in another company; f) the competence, functions and mode of operation of all 27 specialized committees within the Board of Directors and, where appropriate, of the General and Supervisory Board; g) total remuneration, fixed and variable, received by each of the Trustees, in each year, as well as the compensation received by each Member of the supervisory organ; h) Other elements that are laid down in the Council of Ministers resolution. 2 – the conditions of publication of the notice referred to in the preceding paragraph are subject to order of the Member of Government responsible for the edition of the Official Gazette and the Minister of finance.

Article 14 1 authority powers – Can the public enterprises exercising powers and prerogatives of authority enjoyed by the State, particularly with regard to: a) Expropriation in the public interest; b) Use, protection and management of the infrastructures assigned to public service; c) licensing and concession, under the law applicable to the use of the public domain, the occupation or the exercise of any activity in the grounds, buildings and other infrastructure that you are assigned. 2-The special powers are assigned by law, in exceptional situations and in so far as is strictly necessary to achieve the public interest, or in the concession contract.

Article 15 public managers members of the management bodies of the public enterprises, regardless of their legal form, shall be subject to the Statute of the Public Manager.

Article 16 staff regulations 1-the status of the staff of public enterprises is the contract of work 28. 2-the story concerning the collective bargaining governed by general law.

Article 17 1-service commissions may exercise specific functions in public enterprises, in service, State officials and public institutes, local authorities, as well as workers of any State-owned companies, which will retain all rights inherent in their origin, including the benefits of retirement or retirement and survival, considering the duration of the Commission as a service provided within this framework. 2-the workers of the public companies can exert in service, functions in the State, public institutions, local authorities or other public companies, keeping all rights inherent in their professional status in the company of origin, considering the whole period in Commission and service in the company of origin. 3 – workers in service, in accordance with the provisions of the preceding paragraphs, may opt for the basic salary corresponding to their origin or the corresponding to the functions that are going to play. 4-maturity and other charges of workers in service will be the responsibility of the entity where they are to serve.

Article 18 competent courts 1-for the purposes of determining the jurisdiction for trial of litigation, including litigation resources, in respect of acts committed and the contracts concluded in the exercise of the powers of the authority referred to in article 14, shall be public companies regarded as administrative entities. 2-in the remaining disputes follow the General rules for determining the substantive jurisdiction of the courts.

29 section IV article 18 management structures-the establishment of structures for the management of public companies Without prejudice to the provisions of the Commercial companies code, can be determined by the Minister of finance and by the Minister of the respective branch of industry adoption of management structures in the following articles, bearing in mind in particular the size and complexity of management.

Article 18-B holders of management executives and non-executive directors 1-without prejudice to paragraph 3, the Board of Directors comprises Executive Directors and non-executive directors, these being in excess of the number of those. 2-non-executive, or some of them, are part of an Audit Committee. 3 – the Board of Directors can integrate exclusively Managing Directors being, in this case, their activities accompanied by a general and supervisory board.

Article 18-C Executive Committee 1-The Executive Directors make up the Executive Committee. 2-it is for the Executive Board to ensure the day-to-day management of the company, as well as exercise the functions which the Board of Directors of her delegate.

Article 18-D 1 committees-The non-executive directors appointed to the Audit Committee shall appoint each other 30 your President. 2-The non-executive directors shall designate among themselves a Evaluation Committee.

Article 18-1 Audit Committee – the Audit Committee is responsible for: a) Choose independent external auditors, qualified to negotiate their remuneration and ensure that they are proportionate within the company the conditions appropriate to the provision of their services; b) Define the scope and extent of internal and external audits; c) approving the plans, programs and audit manuals; d) to ensure the maintenance of the independence of the external auditors; and the Auditors ' reports); f) Assess the internal control systems and risk; g) Communicate to the Board of Directors and to the General Assembly the results of the audit. 2-In case of existence of a general and supervisory board, this shall appoint, from among its members an Audit Committee for the exercise of the powers referred to in the preceding paragraph.

Article 18-F Evaluation Committee


1-the Evaluation Committee report annually a detailed report and assessment of the conditions of performance, in each financial year, the management guidelines defined under the law. 2-In case of existence of a general and supervisory board, the members shall designate among themselves a Evaluation Committee, which applies, mutatis mutandis, the provisions in the preceding paragraph.

Article 18-31 G 1 Regiments – the Board of Directors draws up and approves a regiment, which set out, inter alia: a) the tasks or the portfolios assigned to each Director; b) commissions to understand to create, in addition to the audit and evaluation committees, and their respective roles; c) periodicity and the rules relating to meetings; d) how to give publicity to the deliberations. 2-the General and supervisory board, when it exists, a regiment also approves, the contents of which, mutatis mutandis, must integrate the elements referred to in the preceding paragraph. 3-the Audit Committee and the Evaluation Committee integrated by non-executive directors or by members of the General and supervisory board, when this exists, approve its regiments.

CHAPTER II public undertakings entrusted with the operation of services of general economic interest article 19 Track 1 – for the purposes of this law, shall be deemed to be undertakings entrusted with the operation of services of general economic interest those whose activities are to ensure the universality and continuity of the services provided, the economic and social cohesion and the protection of consumers, without prejudice to the economic efficiency and respect for the principles of non-discrimination and transparency. 2-unless the law provides otherwise, the terms in which the management is assigned and carried out in the concession contract.

32 article 20 guiding principles for public undertakings entrusted with the operation of services of general economic interest should continue the missions you are assigned in order, as the case may be, of: a) provide the services of general economic interest in the whole national territory, without discrimination of rural areas and the interior; b) promote access of the majority of citizens, balanced financial conditions, essential goods and services, to the extent possible, that all users have the right to identical treatment and neutral, without any discrimination, whether as to the operation of the services, the fees or charges payable, unless the public interest justifies it; c) Ensure that the requirements of the provision of universal services in relation to economic activities whose access is legally forbidden to private companies and other entities of the same kind; d) Ensure the provision of services or the management of activities whose profitability is not ensured, in particular because of the investments necessary for the development of infrastructure or distribution networks or due to the need to carry out activities proven to be deficient; and to ensure the effectiveness of management) of public services, seeking, inter alia, that the production, transportation and distribution, infrastructure construction and the provision of such services set proceed in articulate, taking into account the organizational modifications imposed by technical or technological innovations; f) Fulfil specific obligations, security-related, with the continuity and quality of services and the protection of the environment, and should these obligations be clearly defined, transparent, non-discriminatory and likely to control.

33 article 21 1-State contracts To carry out the purposes provided for in the preceding article may the State resorting to conclude contracts with public undertakings entrusted with the operation of services of general economic interest, including, inter alia, the granting of compensatory allowances in so far as is strictly necessary to achieve the public interest. 2-these contracts will aim to ensure the permanent adaptation to changing circumstances, including techniques and technology, and to satisfy collective needs, reconciling the economic efficiency of the operators with the maintenance of social cohesion and the fight against exclusion. 3 – the contracts referred to in this article, involving the assumption of obligations or financial commitments on the part of the State or of other public authorities shall provide for its quantification and validation, and the competent services of the Ministry of finance to issue a prior opinion to its conclusion, as well as the overall monitoring of the implementation of its financial clauses. 4-the system of compensatory payments is set out in Decree-Law special.

Article 22 Participation of users 1-the State will promote the development of forms of consultation with users or representative organizations of these, as well as their participation in setting the objectives of public undertakings entrusted with the operation of services of general economic interest. 2-the right of participation of users in the definition of the objectives of public undertakings entrusted with the operation of services of general economic interest will be regulated by decree-law. CHAPTER III public Business Entities 34 article 23 scope 1-shall be governed by the provisions of this chapter and, in the alternative, for the remaining of this standards diplomas legal persons governed by public law, with business nature, created by the State and henceforth referred to as ' public business entities». 2-the provisions of the preceding paragraph shall apply to public undertakings referred to in article 1 of Decree-Law No. 260/76, of 8 April, existing at the date of entry into force of this decree-law, which shall adopt the envisaged designation at the end of the preceding paragraph.

Article 24 Creating 1-public business entities are created by Ordinance, which also approve their statutes. 2-the name of the public business entities must integrate the expression ' Public Entrepreneurship ' or the initials ' e. p. e.».

Article 25 autonomy and legal capacity 1-public business entities are endowed with administrative, financial and patrimonial autonomy, not being subject to the rules of public accounting. 2-the legal capacity of the enterprise and public bodies covers all rights and obligations necessary or convenient to the attainment of its objects.

Article 26 1 Capital – public business entities have a capital, called ' statutory capital», held by the State and designed to respond to their needs. 2 – the statutory capital may be increased or reduced under the conditions laid down in the statutes 35. 3-the remuneration of statutory capital is carried out in accordance with the arrangements laid down for the distribution of profits for the year in the public limited-liability companies.

Article 27 Organs 1-Administration and supervision of the public entities should business structure in accordance with the procedures and with the designations laid down for public limited liability companies. 2 – The management and supervisory bodies have generic competences laid down in commercial law, without prejudice to the provisions of the present law. 3-the statutes may provide for the existence of other organs, or deliberative, Advisory defining the respective competences. 4-the statutes will govern, with compliance with the applicable legal standards, the competence and the mode of appointment of members of the organs referred to in the preceding paragraphs.

Article 28 commercial register public business entities are subject to registration in accordance with the adjustments that are necessary.

Article 29 Supervision 1-economic and financial guardianship of the public business entities shall be chaired by the Minister of finance and the Minister responsible for the sector of activity of each company, without prejudice to the respective powers of supervision. 2-the tutelage covers: a) the approval of business plans and investment budgets and accounts, as well as appropriations for capital allowances and compensation payments;

36 b) the approval of prices or rates the practice by companies operating services of general economic interest or exercising their activity under exclusive, unless your definition compete to other independent entities; (c)) The other powers expressly referred to in the Statute.

Article 30 special management Regime 1 – In exceptional circumstances duly justified, can the business public entities be subject to a special management regime, for a fixed period not exceeding two years, under conditions laid down by resolution of the Council of Ministers. 2-the resolution referred to in paragraph 1 determines the automatic cessation of the functions of the holders of the directors in Office.

Article 31 business plan and annual budget


1-draft of the business plan, the annual budget and the annual and multiannual investment plans and their sources of funding are prepared with respect for macroeconomic assumptions, the management guidelines laid down in article 11 and the guidelines set out by the Government, as well as, when appropriate, management contracts or contracts-program, and must be sent for approval until 30 November of the previous year, the Minister of finance and to the Minister responsible for the sector of activity. 2-In special cases, the term referred to in the preceding paragraph be anticipated by joint decree of the Minister of finance and Minister responsible for the sector of activity.

Article 32 1 accountability-public business entities should develop, with reference to 31 of December 37 in the previous year, accountability documents and refer them to the General Inspectorate of finance and the Directorate General of the Treasury, the periods in which the public limited-liability companies should carry out the availability of those documents to the shareholders. 2-the documents referred to in the preceding paragraph are approved by the Minister of finance and the Minister responsible for the sector of activity of each company.

Article 33 transformation, merger and demerger the transformation of public business entities and their mergers and scissions operate, in each case, through Decree-Law and in the special terms set out therein.

Article 34 1 – Extinction can be determined by Ordinance the extinction of public business entities, as well as the subsequent winding-up proceedings. 2-do not apply the General rules regarding dissolution and liquidation of companies, nor the special processes of recovery and bankruptcy, except to the extent expressly determined by the decree-law referred to in the preceding paragraph.

CHAPTER IV transitional and final provisions article 35 amendments 1-When the statutes of public enterprises are approved or changed by legislative act, must be republished in annex to the said legislation, without prejudice to be subject to subsequent amendments in legal terms apply. 2 – amendment of statutes of public companies under corporate form can be carried out in accordance with 38 of commercial law, requiring prior authorization by joint decree of the Minister of finance and the Minister responsible for industry.

Article 36 extension to other entities 1-shareholder rights of the State or of other public entities State referred to in this decree-law, in societies in which, even jointly, not hold dominant influence is exercised, respectively, by the Directorate-General of the Treasury or by the management bodies of the entities. 2-The companies in which the State exercises a significant influence, whether by detention of shares representing more than 10% of the share capital, either by holding special shareholder rights, should report to the Directorate General of the Treasury information to shareholders, the dates on which these should be made available, under the law applicable to commercial companies. 3-the rights referred to in the preceding paragraphs may be exercised, indirectly, in accordance with paragraph 3 of article 10 4-private undertakings entrusted with the operation of services of general economic interest, by virtue of the grant or assignment of special or exclusive rights, shall apply the provisions of articles 9, 12 and 13 and in chapter II of this law. 5-Can be placed under the regime established in this diploma, in whole or in part, except as provided in chapter III, the companies in which the State or other public entities have special rights, since the relevant statutes so provide.

Article 37 establishment of societies and the acquisition or sale of shares 1-Without prejudice to the provisions of special legislation, the participation of the State or of other public authorities, as well as State-owned companies, in the Constitution of companies and in the acquisition or disposal of shares is subject to authorization by the Minister of finance, except in acquisitions arising from collateral in compliance , donation, resignation or abandonment.

39 2-for the purposes of the preceding paragraph, the application for authorisation should be accompanied by a statement of interest and study feasibility of intended operation. 3-failure to comply with the provisions of paragraph 1 determines the nullity of legal business concerned.

Article 38 strategic guidelines and management contracts 1-on the occasion of the ordinary general assemblies held in the year 2000 will be the first approved strategic guidelines referred to in article 11 2 – during the year of 2000 will be celebrated with managers management contracts involving quantified targets.

Article 39 status of public managers To be approved the legislation provided for in article 15 shall remain in force the regime of status of public managers, contained in Decree-Law No. 464/82 of 9 December.

Article 40 1 – Revocation is revoked Decree-Law No. 260/76, of April 8, as amended. 2-references of any diplomas, laws or regulations, to the regime of Decree-Law No. 260/76 shall be understood as references to the provisions of Chapter 3, without prejudice to the application, where appropriate, to the other provisions laid down in this law.

Article 41 entry into force the present law shall enter into force on the first day of the month following its publication.