29. Description of the Powers of Each of The Committees Established and a Summary of Activities Undertaken in Exercising Said Powers
a) Company’s Committees
Committee on Corporate Governance and Corporate Responsibility (CCGCR)
CCGCR is made up of a minimum of three and a maximum of nine members, who are not required to be directors, appointed by the Board of Directors. One of the members will be the Chairman.
The Board of Directors decided to appoint the current Chairman of the Board of Directors, Pedro Soares dos Santos, as Chairman of CCGCR, as well as the Company’s Directors Andrzej Szlęzak, José Soares dos Santos and Natalia Olynec. Claire Bright is also a member of this Committee.
In carrying out its mission, the CCGCR collaborates with the Board of Directors, assessing and submitting to it proposals for strategic orientation in the area of Corporate Responsibility, as well as monitoring and supervising on a permanent basis matters concerning: i) corporate governance, social responsibility, the environment and ethics; ii) the business sustainability of the Group; iii) internal codes of ethics and of conduct; and iv) systems of assessment and resolution of conflicts of interest, especially regarding relations between the Company and its shareholders or other stakeholders.
Especially in what concerns company governance, CCGCR has the duty to keep up, review and assess the appropriateness of the Company’s model of governance and its consistency with the recommendations, patterns, and national and international best practices on company governance, addressing the Board of Directors the recommendations and proposing any changes, deemed adequate, having met once in 2023.
The Regulation of the CCGCR, as well as the number of annual meetings held by this Committee, is available on the Company’s website, through the link mentioned in point 61.
b) Other Committees
Managing Committee
The Managing Committee of the Company, which has the same term of office as that of the Board of Directors that appointed it, is composed of the Chief Executive Officer, Pedro Soares dos Santos, who is the Chair, Ana Luísa Virgínia, António Serrano, Carlos Martins Ferreira, Isabel Pinto, Luís Araújo, Marta Lopes Maia, Pedro Leandro, Nuno Begonha and Sara Miranda. In accordance with its regulations, the Managing Committee is responsible for advising the CEO, within the respective delegation of powers, in carrying out the following functions:
- control over the implementation by the Companies in the Group of the strategic guidelines and policies defined by the Board of Directors;
- financial and accounting control of the Group and of the Companies that are a part thereof;
- senior coordination of the operational activities of the different Companies in the Group, whether integrated or not in business areas;
- launching of new businesses and monitoring them until they are implemented and integrated in the respective business areas;
- implementation of the management policy of human resources defined for the top-level management of the entire Group.
In 2023, the Managing Committee held meetings regularly for the exercise of its competences having been drawn up minutes of the meetings, which were sent to the Chairman of the Board of Directors and to the Company’s Secretary.
The Regulation of the Managing Committee is available on the Company’s website, through the link mentioned in point 61.
Ethics Committee
The Ethics Committee of Jerónimo Martins is composed of three to five members appointed by the Board of Directors. Since 21st April 2022 it is composed by Jaroslaw Sobczyk, Cristina Minoya Perez, Dominik Wolski, Pedro Antunes and Pedro Maya. The mission of the Ethics Committee is to provide independent supervision of the disclosure of and compliance with the Group’s Code of Conduct in all the Companies of the Group.
The duties of the Ethics Committee include: i) establishing the channels of communication with the addressees of the Jerónimo Martins Group Code of Conduct and gathering such information as may be addressed to it in this connection; ii) ensuring the existence of an adequate system of internal control of compliance with the Jerónimo Martins Group Code of Conduct and with the appraisal of the recommendations stemming from such control; iii) appraising such issues as may be submitted to it by the Board of Directors, by the Audit Committee or by the Committee on Corporate Governance and Corporate Responsibility (CCGCR) within the scope of compliance with the Code of Conduct; iv) proposing to the Board of Directors or to CCGCR the adoption of such measures as it may deem fit in this connection, including a review of internal procedures and alterations to the Jerónimo Martins Group Code of Conduct; v) drawing up an annual report on its activities to be presented to the Committee on Corporate Governance and Corporate Responsibility; and vi) to ensure the receipt and follow-up of the reports of any irregularities embodying the violation of the Jerónimo Martins Group Code of Conduct or violations of any rules provided in the law applicable in the countries where the Company and the Companies which make part of it operate, without prejudice to the availability of autonomous reporting channels in subsidiary companies obliged to do so (Pingo Doce, Distribuição Alimentar, S.A., Recheio Cash & Carry, S.A., JMR – Prestação de Serviços para a Distribuição, S.A., and Lidosol II – Distribuição de Produtos Alimentares, S.A.), under the terms of the law.
The Ethics Committee reports functionally to the CCGCR, which has responsibilities in the fields of corporate governance, social responsibility, environment and ethics, including those related to the internal codes of ethics and of conduct. The minutes of the meetings held in 2023 for the exercise of its competences were drawn up.
The Regulation of the Ethics Committee is available on the Company’s website, through the link mentioned in point 61.
Internal Control Committee
The Internal Control Committee (ICC), appointed by the Board of Directors and reporting to the Audit Committee, is specifically responsible for evaluating the quality and reliability of the internal control system and the process of preparing financial statements, as well as for evaluating the quality of the monitoring process in force in Jerónimo Martins’ Companies, with a view to ensuring compliance with the laws and regulations to which they are subject. In performing this latter task, the ICC must obtain regular information on the legal and fiscal contingencies that affect the Companies of the Group.
The ICC meets monthly, as a general rule, for the exercise of its competences, having been drawn up minutes of such meetings. It is composed of a Chairman (Alan Johnson) and four members (Henrique Soares dos Santos, Joanna Peschak, Jorge Santos Dias and José Vitorino). None of the members is an Executive Director of the Company.
In 2023, the ICC continued its activities of supervision and evaluation of risks and critical processes, analysing the reports prepared by the Internal Audit department. As a representative of the External Audit team is invited to attend these meetings, the Committee is also informed of the conclusions of the external audit work that takes place during the year.
The Regulation of the ICC is available on the Company’s website, through the link mentioned in point 61.