Overview
Management report
Financial statements
Corporate governance
Corporate governance
Part I – Information on Shareholder Structure, Organization and Corporate Governance
Part I – Information on Shareholder Structure, Organization and Corporate Governance
Section A – Shareholder Structure
Section A – Shareholder Structure
Subsection I - Capital Structure
Subsection I - Capital Structure
1.
The Capital Structure (Share Capital, Number of Shares, Distribution of Capital by Shareholders, etc.), Including an Indication of Shares That Are Not Admitted to Trading, Different Classes of Shares, Rights and Duties of Same and the Capital Percentage That Each Class Represents (Art. 29.º-H/1/a of the Portuguese Securities Code - PSC)
2.
Restrictions on the Transfer of Shares, Such as Clauses on Consent for Disposal, or Limits on the Ownership of Shares (Art. 29.º-H/1/b PSC)
3.
Number of Own Shares, the Percentage of Share Capital that it Represents and Corresponding Percentage of Voting Rights that Corresponded to Own Shares (Art. 29.º-H/1/a PSC)
4.
Important Agreements to which the Company is a Party and that Come Into Effect, Amend or are Terminated in Cases Such As a Change in the Control of the Company After a Takeover Bid, and the Respective Effects, Except Where Due to their Nature, the Disclosure Thereof Would be Seriously Detrimental to the Company; This Exception Does Not Apply Where the Company is Specifically Required to Disclose Said Information Pursuant to Other Legal Requirements (Art. 29.º-H/1/j PSC)
5.
A System That is Subject to the Renewal or Withdrawal of Countermeasures, Particularly Those That Provide for a Restriction on the Number of Votes Capable of Being Held or Exercised by Only One Shareholder Individually or Together With Other Shareholders
6.
Shareholders’ Agreements that the Company is aware of and That May Result in Restrictions on the Transfer of Securities or Voting Rights (Art. 29.º-H/1/g PSC)
Subsection II - Shareholdings and Bonds Held
Section B – Corporate Bodies and Committees
Section B – Corporate Bodies and Committees
Subsection I - General Meeting
Subsection II - Management and Supervision (Board of Directors)
Subsection II - Management and Supervision (Board of Directors)
15.
Details of Corporate Governance Model Adopted
16.
Articles of Association Rules on the Procedural Requirements Governing the Appointment and Replacement of Members of the Board of Directors (Art. 29-H/1/h PSC). Diversity Policy.
17.
Composition of the Board of Directors, With Details of the Articles of Association’s Minimum and Maximum Number of Members, Duration of Term of Office, Number of Effective Members, Date When First Appointed and End of the Term of Office of Each Member
18.
Distinction to be Drawn Between Executive and Non-Executive Directors And, as Regards Non-Executive Members, Details of Members that May Be Considered Independent
19.
Professional Qualifications and Other Relevant Curricular Information of Each Member of the Board of Directors
20.
Customary and Meaningful Family, Professional or Business Relationships of Members of the Board of Directors, with Shareholders That are Assigned Qualifying Holdings That are Greater Than 2% of the Voting Rights
21.
Organisational Charts Concerning the Allocation of Powers Between the Various Corporate Boards, Committees and/or Departments Within the Company, Including Information on Delegating Powers, Particularly as Regards the Delegation of the Company’s Daily Management
22.
Availability and Place Where Rules on the Functioning of the Board of Directors May be Viewed
23.
The Number of Meetings Held and the Attendance Report For Each Member of the Board of Directors
24.
Details of Competent Corporate Boards Undertaking the Performance Appraisal of Executive Directors
25.
Predefined Criteria For Assessing Executive Directors’ Performance
26.
The Availability of Each Member of the Board of Directors and Details of the Positions Held at the Same Time in Other Companies Within and Outside the Group, and Other Relevant Activities Undertaken by Members of This Board Throughout the Financial Year
27.
Details of the Committees created within the Board of Directors, and the Place Where the Rules on the Functioning Thereof is Available
28.
Details of the Board Delegate
29.
Description of the Powers of Each of The Committees Established and a Summary of Activities Undertaken in Exercising Said Powers
Subsection III - Supervision - (Audit Committee)
Subsection IV - Statutory Auditor
Subsection V - External Auditor
Section C – Internal Organisation
Section C – Internal Organisation
Subsection I - Articles of Association
Subsection II - Reporting of Irregularities
Subsection III - Internal Control and Risk Management
Subsection IV - Investor Assistance
Subsection V - Website
Subsection V - Website
59.
Address(es)
60.
Place Where Information on The Firm, Headquarters and Other Details Referred to in Art. 171 CCC is Available
61.
Place Where the Articles of Association and Regulations on the Functioning of the Boards and/or Committees are Available
62.
Place Where Information is Available on the Names of the Corporate Boards’ Members, the Market Liaison Officer, the Investor Assistance Office or Comparable Structure, Respective Functions and Contact Details
63.
Place Where the Documents are Available and Relate to Financial Accounts Reporting, Which Should be Accessible For at Least Five Years and the Half-Yearly Calendar on Company Events that is Published at the Beginning of Every Six Months, Including, Inter Alia, General Meetings, Disclosure of Annual, Half-Yearly and, Where Applicable, Quarterly Financial Statements
64.
Place Where the Notice Convening the General Meeting and All the Preparatory and Subsequent Information Related Thereto is Disclosed
65.
Place Where the Historical Archive on the Resolutions Passed at the Company’s General Meetings, Share Capital and Voting Results Relating to the Preceding Three Years are Available
Section D – Remuneration
Section E – Related Party Transactions
Part II – Corporate Governance Assessment
Sustainability
*Includes international operations in Czechia and Slovakia, which are not yet significantly relevant to the Group.
Sales by Banner 2024
EBITDA by Banner 2024
(€ Million)
EBITDA
% Total
Biedronka
1,814
81.3%
Pingo Doce
296
13.3%
Recheio
69
3.1%
Ara
96
4.3%
Hebe
59
2.7%
Others
(103)
(4.6)%
JM Group
2,232
100%
general tags
Results
Strategy
Food Distribution
Specialised Retail
Agribusiness
