Corporate Governance - CMVMweb3.cmvm.pt/sdi2004/emitentes/docs/RGS18915.pdf · João Azevedo...

CorporateGovernance

. Annual Report 200701

The following changes were introduced upon the request of theSecurities Commission (CMVM):

Compliance StatementNew wording of paragraphs 5,5-A and 6 – page 8;Numbers of pages with cross-references to the text were changedto the following pages of the Report 1,2,3,4,5,7,8,9 and 10;

Chapter IAdded detail to information in paragraph 6 – page 8;Added detail to information in paragraph 8 – page 9;

Chapter II Added detail to information in paragraph – page 11;

Chapter IVNew wording of paragraph 1A) page 13;Changes made to presentation of information in table of page 21;Changes made to presentation of information in table of page 22;Insert paragraph 3F – page 23;Added detail to information in paragraph 4 – page 23;

Text on contents of Corporate Governance Report – page 24

Erratum

1 . Annual Report 2007

01 COPROPRATE GOVERNANCE 2

MODEL OF GOVERNANCE

Statement of Compliance

Brisa complies, except for two cases duly accounted forbelow, with CMVM’s recommendations on goodcorporate governance as established in CMVMRegulation number 7/2001, as amended by Regulationsnumber 10/2005, number 11/2003 and number3/2006, BRISA.

1. The company has an Investor Desk, (described onpage 8) which ensures communication with analysts,investors and the public in general.

2. The General Assembly held on 10th September 2001,eliminated all the statutory provisions which limited thefree exercise of the right to vote. Currently, (describedon pages 10 and 11) the right to vote may be exercised,directly, by proxy, by correspondence or by the Internet.

3. The company has implemented (described on page 5)an effective risk control system.

4. There are no barriers whatsoever to the free transferof securities nor otherwise to the success of possibletakeover bids (as described on page 12).

5. The effective management of the company (asdescribed on page 23) is assured by an ExecutiveCommittee composed of five active members of theBoard of Directors.

- 5-A. Under the terms of the legislation in force, incompanies with a governing structure such as that ofBRISA (Board of Directors and Supervisory Board) theBoard of Directors is a collective body whose membersexercise functions in their personal capacity,independently of by whom they have been designatedor proposed. In the case of BRISA, the Board ofDirectors is composed of thirteen members, five ofwhich are part of the Executive Committee asdescribed on page 23.

6. Board of Directors is composed by 13 members, 8 ofthem are non-executive members, and 4 of the non--executive are independent, considering the concept ofan independent director is one not representative of,nor linked to the company's dominant shareholder, inthe company.

7. The Board of Directors has appointed twocommittees for internal control (described on page 5)each of which is composed by three non-executivedirectors.

8. The individual remunerations of the members of theBoard of Directors are not disclosed (as recommendedby the CMVM), as this is judged to be the best way toreflect the collective nature of a governing body whosemembers are equally responsible for the decisions theymake. Page 23 discloses the aggregate remuneration ofthe members of the Board of Directors, identifying notonly the overall value of both the executive and non--executive members, but also the variable and fixedparts.

- 8-A. The Remuneration Committee has requestedthe disclosure of the following statement in theAnnual General Assembly of 2006: “The membersof the board of directors should perform their dutiesdiligently and prudently, in the interest of thecompany´s shareholders, employees and otherstakeholders.

- It is in the best interest of the company and itsshareholders to create appropriate conditions andincentives, to encourage the sound performance ofthe Board of Director’s duties, in accordance withthe criteria referred to above.

- Remuneration constitutes a primary managementinstrument for motivating senior managers for theattainment of a sound performance.

Corporate Governance

- The definition and application by the RemunerationCommittee of the criteria underlying the directors’remuneration must be coherent and uniform, takinginto account the remuneration level practiced insimilar European companies, and the degree ofachievement of the company’s strategic objectivesincluding value creation for its shareholders.

- In this respect, remuneration should consist of afixed component aimed at remunerating the work byexecutive and non-executive members of the Boardof Directors in each financial year of the respectivetenure and a variable component payable for thewhole tenure of office for the purpose of aligningthe interests of the executive members andshareholders.”

Payment of the variable component shall be contingentupon the performance evaluation relative to theobjectives set on an annual basis for the followingindicators: EBITDA, EBIT, NET INCOME, ROE and ROA.

9. The Remuneration Committee (as described on page9) is composed of three independent members of theBoard of Directors, in accordance with the criteriaestablished in number 9 of Chapter I of the Annex toCMVM Regulation number 7/2001.

10. The creation of Management Incentive Plans, (asdescribed on page 8) has always been submitted forapproval to the General Assembly.

10-A. The company is currently considering thepossibility of creating an informal communicationsystem for any possible irregularities.


1 – COMPANY ORGANIZATION CHART

Brisa’s organization is presented in the chart below:

Chapter I

01 CORPORATE GOVERNANCE 4

Brisa Assistência RodoviáriaRui Roque

Brisa Access Electrónica RodoviáriaGuilherme Magalhães

Brisa Engenharia e GestãoPedro Carvalho

ControlautoValdemar Mendes

MCALLMargarida Charters

Via Verde PortugalJoão Pecegueiro

BOARD OF DIRECTORS

EXECUTIVE COMISSIONVasco de MelloPedro Rocha e MeloDaniel AmaralJoão Azevedo CoutinhoJoão Bento

SUPPORT TO THE BOARD OF DIRECTORSCarlos Salazar de Sousa

António de SousaAntónio Nogueira Leite

Isidro Fainé CasásLuís Telles de Abreu

António LamasJoão Vieira de Almeida

Martin ReyPedro Bordalo Silva

COMPANY SECRETARYTiago Melo

SERVICES MOTORWAYS INTERNATIONAL

CORPORATIVE CENTRE

AdministrativeMaria Conceição Gomes

Internal AuditCristina Oliveira

Planning and ControlAna Cláudia Gomes

FinancialJoão Pereira Vasconcelos

LegalLuís Geraldes

Organisation and QualityAmadeu Rolim

Strategic PlanningManuel Melo Ramos

Investors Relationsand SustainabilityLuís Eça Pinheiro

Human ResourcesHenrique Pulido

Information SystemsLuís Pinheiro

Inovation and TechnologyJorge Sales Gomes

New EnterprisesManuel Lamego

Clientas and Tolls Vasco da Cunha

Traffic, Safety and Maintenance Victor Santiago

Operational Luís Roda

Enterprise Management Joaquim Almeida Mendes

Brisal - Auto-estradas do Litoral Manuel LamegoJoaquim Almeida Mendes

Auto-Estradas do Atlântico José Braga

Operational Areas

National Subsidiary

Brisa Access Europe - ÁustriaGuilherme MagalhãesFrancisco M. Rebelo

Brisa Participaçõese Empreendimentos - BrasilAntónio Sousa

Brisa North America - EUAVitor Saltão

InternationalSubsidiaryConcessionaires

(Brasil)CCR - Companhia deConcessões RodoviáriasLuis Rebelo Silva

(EUA)Northwest ParkwayPedro Costa

InternationalLuis Delgado

Auto-Estradas do Douro Litoral João Portela

2 – INTERNAL COMMITTEES

The Board of Directors constituted, amongst its members,

the following Internal Committees:

Committee for Corporate Governance and Sustainability,

constituted by Dr. João Vieira de Almeida (Chairman),

Prof. António Lamas and Prof. António Nogueira Leite. All

the members of this Committee are non-executive,

although Prof. António Nogueira Leite is considered non-

independent under the terms of sub-paragraph b) of

number 2 of article 1 of CMVM Regulation 7/2001, to the

extent that he performs functions in the management

board of a company of the José de Mello Group, which

holds more than 10% of BRISA’s share capital.

The main duties of this Committee are to supervise

compliance with the corporate governance rules and

norms by the companies part of the Brisa Group; to

review the performance of the sustainable development

policies in their three dimensions: economic,

environmental and social; periodic evaluation of the

outcome of these rules and policies; supervise the

activities of the Department of Investor Relations,

Corporate Communications and Sustainability (DIS) in

areas of the responsibility of this Committee, supervise the

preparation of the Management Report, comment on the

chapters related to sustainability and corporate

governance; supervise the enforcement of the

Deontological Code and propose measures leading to

their constant updating and effective enforcement in all

companies of the BRISA Group; and propose to the Board

of Directors any reforms and initiatives as deemed

appropriate to achieve company objectives.

Audit and Risk Management Committee, composed by

Prof. António de Sousa (Chairman), Dr. Luís Telles de

Abreu and Prof. António Nogueira Leite. All the members

of this Committee are non-executive Directors, although

Prof. António Nogueira Leite is considered non-

independent under the terms of sub-paragraph b) of

number 2 of article 1 of CMVM Regulation 7/2001, to the

extent that he performs functions in the management

board of a company of the José de Mello Group, which

holds more than 10% of BRISA’s share capital.

The main duties of this Committee are: regular follow-up

of the Internal Audit Department (IAD) and Independent

Auditors; comment on the appointment and dismissal of

Independent Auditors; to evaluate and give an opinion on

internal auditing procedures; to review relations

established between the Independent Auditors with the

company’s departments; to supervise the appropriateness

and effective functioning of the internal control system;

and ensure compliance by the Directors with the rules of

the securities market as applicable.

These two committees are empowered to consult any

documents or records and undertake any action or actions

deemed necessary at any company or department of the

Brisa Group, as well as to use external services or promote

independent audits.

3 – RISK CONTROL

The Company has a number of internal departments

whose duties are to assist the board in identifying and

avoiding any major risks which may arise not only in the

construction and operation of motorways but also in the

environmental, legal and financial areas.

These governing bodies work towards the prevention and

control of the risks inherent to construction activities,

namely in the supervision of the rules imposed for

motorway construction, particularly with regard to

hygiene and safety. Specific policies have been developed

for this area such as the adoption of a Health and Safety

Manual in Construction Work, and the implementation of

a structure created for the effect, which supervises and

ensures central and local coordination of the safety and

health plans and risk activities.

For its day-to-day operations, Brisa possesses the

necessary and sufficient means to keep all the motorway

safety equipment in perfect condition. An Operations and

Maintenance Manual has been created, in which the

chapter on the Safety of Clients and Premises establishes

the rules and procedures to be respected in the operations

area during daily activity. It also provides a system which

registers and processes information about incidents

occurring on motorways, which allows not only the

statistical processing of all the information, but also the

timely identification of situations which may warrant

corrective measures.

Brisa also has, operational since early 2004, the Centre for

Operational Coordination, which is part of the vast

Telematic and Road Safety Project, concluded in 2006.

The final investment in the order of 32 million euros

makes it possible to collect, from a single unit, all the

information from the Brisa network, as well as to

coordinate all the operations. It also possesses and


manages a traffic monitoring system, which includesapproximately 400 video cameras covering the entirenetwork, 34 weather stations, 150 electronic noticeboards, a large 10x3 digital screen, traffic managementsystems, information channels for public access andincident detecting systems. This infrastructure will improvesafety conditions, enhance the effectiveness of assistanceoperations, and, overall improve traffic fluidity, providingupdated and timely information to clients andcomplementary support services.

Relative to the environment, the coordination of studiesincludes a specialization aimed at avoiding and mitigatingenvironmental risks during the initial project phase andsupervising the development of environmental evaluationprocesses. This supervision continues during theconstruction phase using resources specifically attributedfor the implementation of the Monitoring Programme ofthe construction phase, mitigating or compensatorymeasures and Environmental Management Procedures.

On the other hand, one of the operational priorities of theMaintenance Management Department is theidentification of situations of environmental risk, acting ina preventive manner in the management of measuresmitigating their negative impact on operationalmotorways.

From a financial perspective, it should also be noted thatthe Risk Control and Management department isresponsible for the monitoring and management ofliquidity, interest and exchange rate risks.

Brisa is exposed to a number of financial risks arising fromits operations. Of particular importance are the liquidityand interest rate risks derived from the company’s debtsas well as from the exchange rate risk resulting from itsinvestment in Brazil, and the counterparty risk which thecompany bears following hedging transactions and anyother financial applications. The Financial Departmentensures the centralised management of the financingoperations, surplus liquidity applications and exchangetransactions as well as the management of thecounterparty risk of the Brisa Group. In addition, the RiskManagement Division of the Financial Department isresponsible for the identification, quantification andproposal of measures to manage/mitigate the financialrisks to which the group is exposed, as described in detailin the chapter on financial risk management.

4 - BRISA SHARES IN 2007

The Brisa share increased in value by 6.4% during the yearand on 31st December its price on the stock exchangereached €10.05.

The average daily value of transactions of 11.4 millioneuros represented an increase of 23% in comparison to2006, a fact not unrelated to the rise of 20% in theaverage price of the Brisa share during the year to €9.82.The daily average volume of 1.17 million sharetransactions corresponded to only a slight increase ofapproximately 1% in relation to 2006.


VALUE OF THE BRISA ON THE STOCK EXCHANGE DURING 2007

8.00

8.50

9.00

9.50

10.00

10.50

11.00

Jan-07 Feb-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 Aug-07 Sep-07 Oct-07 Nov-07 Dec-07


EVOLUTION OF THE PRICE OF THE BRISA SHARE IN RELATION TO MARKET INDICES

-10%

-5%

0%

5%

10%

15%

20%

25%

30%

Jan-07 Feb-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 Aug-07 Sep-07 Oct-07 Nov-07 Dec-07

Brisa

Eurostoxx 50

Euronext 100

PSI20

It should be noted that on 1st January 2007, the BrisaPrivatisation share and Brisa Private Share, majoritycontrolled by two reference shareholders, withoutliquidity or relevant volume of transaction, wereaggregated into a single negotiating line (BrisaPrivatisation). As of 21st December 2007, this negotiatingline is identified merely as Brisa.

The weight of Brisa Privatisation in the PSI-20 wasapproximately 9% at the end of 2007 and the share isalso part of the Euronext 100 index.

On 2nd January 2007, the two lines of negotiation whichthe Brisa shares had held since its entry into the StockExchange were made interexchangeable for tax benefit

purposes. This benefit ended at the end of 2006, this is 5years after the date of Brisa’s last privatisation phasewhich occurred in July 2001.

In national terms, the PSI20 index continues to be areference for most companies with Brisa having benefittedfrom the new rules for its calculation which entered intoforce as of the beginning of the second half of the year.However, since the beginning of the year Brisa hassubstantially increased its position during 2007 by 8.60%holding the 6th place in terms of weight in the index.

The following tale presents the price on the stockexchange of the Brisa share on the dates of disclosure ofnet income during 2007.

Value (€) Opening Maximum Minimum Closing

2006 Annual Results – 26 February 10.14 10.24 10.14 10.20

Payment of dividends – 27 April 9.52 9.60 9.52 9.57

1st Quarter Results – 27 April 9.52 9.60 9.52 9.57

1st Semester Results – 25 July 10.28 10.45 10.21 10.35

3rd Quarter Results – 30 October 9.65 9.73 9.60 9.65

5 – DIVIDEND POLICY

The dividend policy is of the responsibility of the GeneralAssembly which may alter it at any moment. However,Brisa’s Board of Directors has tried to follow a policy ofdistribution of dividends so as to effectively andincreasingly remunerate its shareholders. In this respect,the dividend paid per share has increased and shouldcontinue to do so, in accordance with the growth in thecompany’s net income. This policy has been validated bythe General Assembly and is disclosed on annually in aclear manner in its report and financial statements.

The Board of Director’s proposal on the distribution ofdividends is described under these terms at the end of thechapter on Proposal of Application of Net Income.

The dividend is paid annually, within 30 days of itsapproval in the General Assembly.

During the last three financial years the distribution ofdividends per share was as follows:

2006- 28 euro cents per share2005- 27 euro cents per share2004- 27 euro cents per share

6 – INCENTIVE PLANS FOR AWARDINGSHARE OPTIONS

Brisa considers that the management incentives plan is anextremely important tool in evaluating and stimulating thedevelopment of the activity of its senior staff in themedium and long term towards the creation of value forits shareholders. Hence, at Brisa’s Annual GeneralAssembly, held on 10th March 2006, the Board of Directorswas authorised to create a new management incentivesplan (Plan) to establish mechanisms allowing the Planbeneficiaries (Beneficiaries), according to the annualevaluation of their performance, to proceed with thedirect acquisition of Brisa shares, at the market price onthe day of the acquisition.

Under the terms of this authorisation, Brisa’s Board ofDirectors defined the conditions of the abovementionedincentives plan, through the approval of a ShareAcquisition Regulation (Regulation) under which theBeneficiaries could acquire Brisa shares at the marketprice, using bank credit established specifically for theeffect.

The number of beneficiaries, including employees andexecutive directors covered by this plan was 127. Thenumber of own shares needed to the full exercice of theseacquisition rights amounts to 5 105 000 acquired at7.99€ related to 2006 and 106 250 acquired at 10,00€

in 2007.

In accordance with the Plan such shares cannot be tradedwhile the right to sell and use them has not beenconfirmed, based on an assessment of performance tooccur on the following dates:

• Directors

- Totally in April 2008

• Employees

- 20% in April 2009- 30% in April 2010 - 50% in April 2011

In accordance with the Plan, the Company has establisheda mechanism under which it guarantees to repurchase theshares from the participants either because the right tosell the shares is not confirmed or due to theirdevaluation";

7 – BUSINESS OR OPERATIONS BETWEENCOMPANY MEMBERS

During 2007, no business or operations was carried out ofany economic significance between the company andmembers of the governing bodies, qualifying holders,subsidiary companies or companies in the group.

8 – INVESTOR RELATIONS OFFICE

The Department of Investors, Communications andSustainability (DIS) is responsible for communications withshareholders, analysts and the public in general. It alsoensures that dialogue is maintained with managerial andsupervisory entities such as Euronext, the CMVM andInterbolsa.

The representative for market relations is Dr. Luís d’EçaPinheiro, also Director of DIS.


ResearchEfforts have been made to expand the number of bankscovering research on Brisa. For this purpose continuouscontact is maintained with various analysts to increase andobtain periodic revisions.

In 2007, both Millennium bcp and JPMorgan restartedtheir coverage of Brisa. In addition to these entities,various investment companies also revise the target price,namely Caixa BI, BPI, Santander, Ibersecurities, Dresdner,Lisbon Brokers, Fidentiis, Morgan Stanley and Exane BNPParibas.

The table below presents the reports with the respectivetarget prices. It should be noted that approximately 68%indicate a target price above that of Brisa’s market valueat the end of 2007, €10.05 per share.

Compared to 2006, the average target price increasedfrom 9.35€ to 10.58€ in 2007, reflecting an increase of13.2%.

It should be noted that during this period the Brisasecurity appreciated by 6.35%.

Reported to December 2007, Brisa received the followingresearch notes:

PRICE TARGETS

Banco Price target 2007 Recomendação

Caixa BI 12.00 € Accumulate

Dresdner 11.80 € Buy

Ibersecurities 11.60 € Buy

Santander 11.50 € Buy

BPI 11.35 € Buy

Lisbon Brokers 11.00 € Buy

Banif 10.85 € Neutral

JP Morgan 10.60 € Sell

Millennium Bcp 10.45 € Reduce

Goldman Sachs 10.20 € Buy

Dexia 10.20 € Buy

HSBC 10.10 € Buy

Fidentiis 10.10 € Buy

Morgan Stanley 10.00 € -

UBS 9.90 € Neutral

BNP Paribas 9.35 € Buy

Deutsche Bank 8.70 € -

Internet site – www.brisa.ptBrisa provides ample information on its Internet site, forthe purpose of enhancing knowledge about thecompany, providing investors, analysts and the public ingeneral with permanent access to relevant and updatedinformation. Information may be consulted in theinstitutional and business areas, as well as importantinformation for available investors in the space reservedfor investor relations. Included are presentations of thecompany, recently disclosed statements, reports andfinancial statements, the financial calendar, list ofreference shareholders and governing bodies. It alsoprovides a mechanism to facilitate rapid contact with theInvestor Relations Service.

9 – COMPOSITION OF THEREMUNERATION COMMITTEE

Eng. Jorge Manuel Jardim Gonçalves chairs theRemuneration Committee, also composed of Dr. LuísMiguel Cortes Martins and Eng. Rui Roque de Pinho, withnone of the above being a member of the Board ofDirectors.

10 – EXTERNAL AUDITORS’ FEES

In 2007, the total amount of annual remuneration paid tothe auditor and other private or corporate bodiesbelonging to the same network, supported by thecompany and/or collective bodies, subsidiaries orcompanies belonging to the group, reached 550 000Euros (including expenses and remuneration paid bysubsidiaries located abroad). This sum was broken downinto the following services:

a) Audit Services 39%b) Other reliability-enhancing services 5%c) Tax consultancy services 12%d) Other non-audit services 44%

For the purpose of this notice, the notion of network is ascontained in the Recommendation of the EuropeanCommittee number C (2002) 1873, of 16th May 2002.

As referred in this annex, the risk control systemimplemented by the company ensures that our auditorsand their respective network are not contracted serviceswhich, under the terms of the Recommendation of theEuropean Committee number C (2002) 1873, of 16th May2002, may place in question their independence.


Chapter II

1 – EXERCISE OF VOTING RIGHTS ANDSHAREHOLDER REPRESENTATION

Brisa advocates the importance of its shareholdersparticipating in company business and thereforeencourages their attendance at the various meetings ofthe General Assembly, which is demonstrated by the highdegree of their participation - above 50%.

Financial information and the preparatory documentsrequired for its general meetings are also disclosed on theInternet, which may be accessed through www.brisa.pt.Brisa also uses the most innovative technical means forthe electronic counting of votes, with the mechanismsrequired for the exercise of voting by correspondence,proxy or Internet.

The information required for the proper evaluation of theproposals submitted for discussion and vote at theGeneral Assemblies is available to investors at theCompany’s head office or on the Company’s internet sitewww.brisa.pt within the period of time stipulated by law.

According to the law and Statutes, shareholders may berepresented at a General Assembly simply through asigned letter addressed to the Chairman of the GeneralAssembly and received at the Company’s head officewithin three business days before the date of the GeneralAssembly. The Chairman of the General Assembly mayrequire that signatures be authenticated, should anydoubts arise as to their authenticity.

Corporate bodies are represented by their legalrepresentative or a person appointed simply through asigned letter addressed to the Chairman of the GeneralAssembly and received at the Company’s head officebusiness days before the date of the General Assembly.

2 – VOTE BY CORRESPONDENCE

Shareholders wishing to vote may do so bycorrespondence, provided that they send a letter to theCompany head office, addressed to the Chairman of theGeneral Assembly, with an authenticated signature (or, inthe case of private persons, simply with a signatureaccompanied by a photocopy of the respective identitycard), containing the address to which the voting formsand any other documentation should be sent, up to thetenth day after the public announcement of the GeneralAssembly.

The Company will then forward to the shareholders inquestion the respective voting forms and any otherdocumentation. These shareholders should then send theCompany an um envelope containing the statement bythe financial intermediary which registered the respectiveshares (issued under the terms referred to above), andanother closed envelope, containing the voting forms dulyfilled in. Both envelopes must be received three businessdays before the General Assembly.

Alternatively, shareholders may use the voting formavailable on www.brisa.pt and send it to BRISA, ensuringthat the envelope containing the photocopy with theidentity card and statement by the financial intermediarywhich registered the respective shares (issued under theterms referred to above), and another closed envelopecontaining the voting forms duly filled in are receivedthree business days before the date of the GeneralAssembly.

Shareholders may also delegate to the Company the issueof the statement by the financial intermediary whichregistered the registration of the respective shares byensuring that the Company head office receives, withinten days after the public announcement of the GeneralAssembly, the document empowering the Company to doso. Shareholders may use the form available on Internetsite www.brisa.pt for this purpose as of the day of thepublic announcement of the General Assembly.


3 – ELECTRONIC VOTE

Shareholders may also vote over the Internet sitewww.brisa.pt, provided that, up to the tenth day after thepublic announcement of the General Assembly, theCompany head office receives a letter (written inaccordance with the model on the Internet site) addressedto the Chairman of the General Assembly, with anauthenticated signature (or, in the case of private persons,simply a signature accompanied by a photocopy of therespective identity card), containing a password selectedby the shareholder and an electronic address to which theshareholder in question wishes the Company’s ownpassword should be sent. These two passwords will jointlyallow Access to the respective voting form on theabovementioned Internet site www.brisa.pt. Theseshareholders may exercise their right to vote during twelvedays counting from 0:00 hours of the fourteenth daycounting from the date of the public announcement ofthe General Assembly. Only shareholder votes,accompanied by the statement of the financialintermediary which registered the respective shares,issued under the terms referred to above, received up tothe third business day before the General Assembly will beconsidered.

4 – PERIODS FOR SHARE BLOCKING

The minimum period of time for share blocking for theeffects of the exercise of voting rights in GeneralAssemblies is 5 business days before the respectivemeeting.

5 – RECEPTION OF VOTING STATEMENTS

Votes by correspondence or electronic votes must bereceived up to three business days before the date of theGeneral Assembly.

6 – NUMBER OF SHARES PER VOTE

Brisa share capital is represented by 600 million listedshares, of 1 Euro per share, equal in terms of categoriesand rights. One share corresponds to one vote.


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Chapter III

1 – CODE OF ETHICS

Brisa’s Code of Ethics regulates the behaviour of all theCompany’s employees and senior management. Thisdocument assembles the Company’s fundamental values,principles and rules to be observed in all the activities ofthe BRISA Group. The fundamental values – responsibility,professionalism, integrity, independence andconfidentiality – are defined as the main values to observe.

The Code also regulates the practice of other duties suchas the equal and diligent treatment of all clients,compliance with the rules imposed by legislation onWork, Hygiene, Health and Safety. The principle of non-discrimination should also be observed with respect todescent, gender, race, language, political conviction orunion affiliation.

The Code of Ethics is accessible on the company’s site:www.brisa.pt

2 – INTERNAL AUDIT

Brisa’s organisational structure includes an Internal AuditDepartment whose duties are to evaluate theeffectiveness and efficiency of the internal control systemand business processes at all levels of the entire BRISAGroup, to, independently and systematically, verify if theGroup’s assets are duly registered and sufficientlyprotected against possible risks and losses, examine andassess the strictness, quality and enforcement ofoperational, accounting and financial control, promotingeffective control at a reasonable price, propose measuresas considered appropriate to counteract any deficienciesin the internal control system.

3 – TRANSFER OF SHARES

There are no measures aimed at forestalling the success oftakeover bids, and no defensive or protective provisionsaimed at eroding the Company’s value. Shares may betransferred freely and shareholders may freely assess theperformance of the Company’s governing bodies. Neitherare there any limits on the free exercise of voting rights byany of the shareholders.


1 A) COMPOSITION OF THE BOARD OFDIRECTORS

Brisa’s Board of Directors has been elected for 2005 –2007 and is composed of thirteen directors, five of whichform the Executive Committee.

Chairman Vasco Maria Guimarães José de Mello*

Vice-Chairman João Pedro Stilwell Rocha e Melo*

Member Daniel Pacheco Amaral*

Member João Pedro Ribeiro de Azevedo Coutinho*

Member João Afonso Ramalho Sopas Pereira Bento*

Member António José Fernandes de Sousa

Member António Nogueira Leite

Member Isídro Fainé Casas

Member Martin Wolfgang Johannes Rey

Member Luís Manuel de Carvalho Telles de Abreu

Member António Ressano Garcia Lamas

Member João Vieira de Almeida

Member Pedro Jorge Bordalo Silva

* Executive Committee

Of the thirteen members, and considering the concept ofan independent director is one not representative of, norlinked to the company’s dominant shareholders, in thecurrent Board of Directors, the following non-executivemembers are independent:

António José Fernandes de SousaLuis Manuel de Carvalho Telles de AbreuAntónio Ressano Garcia LamasJoão Vieira de Almeida

1 B) POSITIONS HELD BY MEMBERS OFTHE BOARD OF DIRECTORS IN OTHERCOMPANIES

Positions held by the Chairman of the Board of Directors

of BRISA Auto-Estradas de Portugal, S.A., Vasco Maria

Guimarães José de Mello:

José de Mello, SGPS, S.A. Chairman of the Board of Directors and Executive Committee

AEDL Auto Estradas do Douro Litoral, S.A.Chairman of the Board of Directors

EDP - Energias de Portugal, S.A.Member of the General and Supervisory Council

CRP – Centro Rodoviário PortuguêsChairman of the General Council

Sogefi, Sociedade de Gestão e Financiamentos, SGPS, S.A.Member of the Board of Directors

BCSD Conselho Empresarial para o DesenvolvimentoSustentávelChairman of the Council

CMVM - Comissão do Mercado de Valores MobiliáriosMember of the Consultative Council

Positions held by the Vice-Chairman of the Board of

Directors of BRISA Auto-Estradas de Portugal, S.A., João

Pedro Stilwell Rocha e Melo:

Via Verde Portugal, S.A.Chairman of the Board of Directors

Via Oeste, SGPS, S.A.Chairman of the Board of Directors

Brisa Internacional, SGPS, S.A.Member of the Board of Directors

Brisa Serviços Viários, SGPS, S.A.Member of the Board of Directors

Brisal Auto-Estradas do Litoral, S.A.Member of the Board of Directors

APCAP – Associação Portuguesa das SociedadesConcessionárias de Auto-Estradas com PortagensMember of the Board of Directors

MCall Serviços de Telecomunicações, S.A.Chairman of the Board of Directors


Chapter IV

José de Mello – Sociedade Gestora de ParticipaçõesSociais, S.A. Member of the Board of Directors and Member of the Executive

Committee

José de Mello Participações II, SGPS, S.A.Member of the Board of Directors

José de Mello Serviços, Lda. Manager

Window Blue, SGPS, S.A.Member of the Board of Directors

Associação Comercial de LisboaMember of the Executive Board

Positions held by the Member of the Board of Directors

of BRISA, Daniel Pacheco Amaral:




Via Oeste, SGPS, S.A.Member of the Board of Directors

Positions held by Member of the Board of Directors of

BRISA Auto-Estradas de Portugal, S.A., João Pedro Ribeiro

de Azevedo Coutinho:

BRISA Access Electrónica Rodoviária, S.A.Chairman of the Board of Directors

BRISA Internacional SGPS, S.A.Chairman of the Board of Directors




AEDL – Auto-Estradas do Douro Litoral, S.A.Member of the Board of Directors

CCR – Companhia de Concessões Rodoviárias, S.A.(Brazil)Member of the Board of Directors


BRISA Auto-Estradas de Portugal, S.A., João Afonso

Ramalho Sopas Pereira Bento:

BRISAL Auto-Estradas do Litoral, S.A. Chairman of the Board of Directors

BRISA Engenharia e Gestão, S.A. Chairman of the Board of Directors

BRISA Assistência Rodoviária, S.A.Chairman of the Board of Directors




AEDL – Auto-Estradas do Douro Litoral, S.A.Chairman of the Board of Directors

EFACEC Capital, S.G.P.S., S.A.Member of the Board of Directors

APCAP - Associação Portuguesa das SociedadesConcessionárias de Auto-Estradas ou Pontes comPortagens.Chairman of the Board of Directors

International Bridge, Tunnel and Turnpike AssociationMember of the Board of Directors


BRISA Auto-Estradas de Portugal, S.A., António José

Fernandes de Sousa:

JP Morgan Chase Senior Advisor and Member of its European Advisory Board

STRATORG – Gabinete de Gestão de Empresas, S. A.Chairman

ECS Sociedade de Capital de Risco, S.A.Director

ECS Capital, SGPS, S.A.Director

Universidade Nova de Lisboa Visiting Professor


BRISA Auto-Estradas de Portugal, S.A., António do Pranto

Nogueira Leite:

OPEX, Sociedade Gestora de Mercado de ValoresMobiliários Não Regulamentado, S.A.Chairman of the General Council

CUF, SGPS, S.A. Member of the Board of Directors

CUF-Quimicos Industriais, S.A. Member of the Board of Directors

CUF-Adubos, S.A. Member of the Board of Directors

José de Mello Saúde, SGPS, S.A., Member of the Board of Directors

SEC-Sociedade de Explosivos Civis, S.A.Member of the Board of Directors

Efacec Capital, SGPS, S.A.Member of the Board of Directors

Comitur, SGPS, S.A.Member of the Board of Directors


Comitur Imobiliária, S.A.Member of the Board of Directors

Expocomitur-Promoções e Gestão Imobiliária, S.A.Member of the Board of Directors

Herdade do Vale da Fonte-Sociedade Agrícola, Turística eImobiliária, S.A.Member of the Board of Directors

Sociedade Imobiliária e Turística do Cojo, S.A.Member of the Board of Directors

Sociedade Imobiliária da Rua das Flores, n.º 59, S.A.Member of the Board of Directors

Reditus, SGPS, S.A. Member of the Board of Directors

Banif Investment, S.A. Vice-Chairman of the Consultative Council

Instituto de Gestão do Crédito PúblicoMember of the Consultative Council

Instituto Português de Relações InternacionaisMember of the Executive Board.


BRISA Auto-Estradas de Portugal, S.A, Isídro Fainé Casas:

ABERTIS INFRAESTRUCTURAS, S.A. Chairman of the Board of Directors

TELEFÓNICA, S.A.Vice-Chairman of the Board of Directors

BPI- Banco Português de Investimento SGPS, S.A.Member of the Board of Directors

CRITERIA CAIXACORP, S.A. Member of the Board of Directors

CAIFOR, S.A.Member of the Board of Directors

REPSOL YPF, S.A.Member of the Board of Directors

HISUSA – Holding de Infraestructuras y ServiciosUrbyears, S.A.Member of the Board of Directors, representing CRITERIA

CAIXACORP, S.A.

Port Aventura, S.A.Member of the Board of Directors


BRISA Auto-Estradas de Portugal, S.A, Dr. Martin

Wolfgang Johannes Rey:

Babcock & Brown GmbH, AustriaMember of the Board of Directors

Babcock & Brown S.a.r.l, FranceMember of the Board of Directors

Babcock & Brown Wind Partner France SAS, FranceMember of the Board of Directors

Babcock & Brown France (Fruges II) SAS, FranceDebuty General Manager

Babcock & Brown GmbH, GermanyMember of the Board of Directors

Babcock & Brown Windpark Verwaltungs GmbHMember of the Board of Directors

CBRail GmbHMember of the Board of Directors

Goniatit GmbHMember of the Board of Directors

Babcock & Brown Windpark Management GmbHMember of the Board of Directors

Babcock & Brown Renewable Management GmbMember of the Board of Directors

Renerco AG, GermanyMember of the Board of Directors

Nordex AG, GermanyMember of the Board of Directors

ZAAB Energy AG, GermanyMember of the Board of Directors

Windpark Holding Management GmbH, GermanyMember of the Board of Directors

Wohnungsbaugesellschaft JADE mbH, GermanyMember of the Board of Directors

BBEIF Founder Partner Limited, GuernseyMember of the Board of Directors

BBEIF GP Limited, GuernseyMember of the Board of Directors

Babcock & Brown Management Holdings (Guernsey)Limited, GuernseyMember of the Board of Directors

Babcock & Brown S.r.l., ItalyMember of the Board of Directors

Babcock & Brown Property S.r.l., ItalyMember of the Board of Directors

Babcock & Brown Italian Infrastructure S.r.l., ItalyMember of the Board of Directors

Babcock & Brown SGR S.p.A., ItalyMember of the Board of Directors

Babcock & Brown European Investments S.a.r.l,LuxemburgMember of the Board of Directors

Babcock & Brown Z Portfolio S.a.r., LuxemburgMember of the Board of Directors

Babcock & Brown (DIFC) Limited, USAMember of the Board of Directors

Babcock & Brown NGW Holding Limited, EnglandMember of the Board of Directors



BRISA Auto-Estradas de Portugal, S.A, Luís Manuel de

Carvalho Telles de Abreu:

Telles de Abreu e Associados – Sociedade deAdvogados, R.L.Director

Imobiliária 1928, LimitadaManager

Actaris Imobiliária, S.A.Chairman of the General Assembly

Caraimo – Propriedade, Investimento e Administração deBens Mobiliários e Imobiliários, S.A.Chairman of the General Assembly

Cimertex Sociedade de Máquinas e Equipamentos, S.A.Chairman of the General Assembly

Cinca – Companhia Industrial de Cerâmica, S.A.Chairman of the General Assembly

Dafer – Sociedade de Gestão do Hotel Infante deSagres, S.A.Chairman of the General Assembly

Empresa Predial Ferreira & Filhos, S.A.Chairman of the General Assembly

Gamobar, SGPS, S.A. Chairman of the General Assembly

José Luís Ferreira da Costa, S.G.P.S., S.AChairman of the General Assembly

Prainha – Empreendimentos Imobiliários, S.AChairman of the General Assembly

Prainhamar – Exploração Hoteleira, S.A. Chairman of the General Assembly

Rasa – Sociedade de Administração de Bens, S.A.Chairman of the General Assembly

Real Seguros, S.A.Chairman of the General Assembly

Real Vida Seguros, S.A. Chairman of the General Assembly

Sagrotel – Sociedade Imobiliária, S.A.Chairman of the General Assembly

Sociedade Agrícola da Romaneira, S.A.Chairman of the General Assembly

Tecniforma – Oficinas Gráficas, S.A. Chairman of the General Assembly

Viagens Abreu, S.A.Chairman of the General Assembly

Asorg – Assessoria e Organização, S.A.Secretary of the General Assembly

Encontrarse – Associação de Apoio às Pessoas comPerturbação Mental GraveSecretary of the General Assembly

Quinta dos Cónegos – Sociedade Imobiliária, S.A Member of the Board of Directors


BRISA Auto-Estradas de Portugal, S.A, António Ressano

Garcia Lamas:

Parques de Sintra-Monte da Lua S.A. Chairman of the Board of Directors


BRISA Auto-Estradas de Portugal, S.A, João Vieira de

Almeida:

Portucale, SGFTC, S.A.Member of the Board of Directors

Associação Crianças sem Fronteiras Member of the Supervisory Board

Federação Portuguesa de Râguebi Member of the Council Jurisdicional

BRISA Internacional, SGPS, S.A.Chairman of the General Assembly

Banco Finantia, S.A.Chairman of the General Assembly

Grow – Sociedade Gestora de Patrimónios, S.A.Chairman of the General Assembly

PPPS – Consultoria em Saúde, S.AChairman of the General Assembly

SGFI, S.A. – Sociedade Gestora de Fundos deInvestimento Imobiliário, S.A.Chairman of the General Assembly

Route to Market, S.A. Chairman of the General Assembly

Imopolis - Sociedade Gestora de Fundos de InvestimentoImobiliário, S.A.Chairman of the General Assembly

Fundação do Gil Chairman of the Supervisory Board

Associação de Curling de Portugal Chairman da Executive Board

José de Mello Saúde, S.A.Secretary of the General Assembly

Banif – InvestimentoMember of the Consultative Council

VAS – Vieira de Almeida Serviços, Lda Manager



BRISA Auto-Estradas de Portugal, S.A, Pedro Jorge

Bordalo Silva:

CINVESTE, SGPS, S.A.Member of the Board of Directors

CINVESTE FINANCE, SGPS, LDA.Manager

CINVESTE FINANCE, GESTÃO DE VALORESMOBILIÁRIOS, LDA.Manager

MPBS – IMOBILIÁRIA, S.A.Member of the Board of Directors

LSMS, INVESTIMENTOS, SGPS, S.A.Member of the Board of Directors

LAS, INVESTIMENTOS, SGPS, LDA.Manager

CINVESTE, ARTE E MOBILIÁRIO, S.A.Member of the Board of Directors

ISRARBER, SGPS, S.A.Member of the Board of Directors

SÃO MIGUEL - INVESTIMENTOS IMOBILIÁRIOS, S.A.Member of the Board of Directors

ECOMAR, SGPS, S.A.Member of the Board of Directors

BENBECULA – REPRESENTAÇÕES E LOGÍSTICA, S.A.Member of the Board of Directors

LOMOND – LOGÍSTICA E DISTRIBUIÇÃO, S.A.Member of the Board of Directors

HSF - ENGENHARIA, S.A.Chairman of the Board of Directors

KEBAB EXPRESS – SERVIÇOS DE RESTAURAÇÃO, S.A.Member of the Board of Directors

GUEMONTE – SOCIEDADE CIVIL IMOBILIÁRIA E DEINVESTIMENTOS, S.A.Chairman of the Board of Directors

BORDALO & COMPANHIA, S.A.Member of the Board of Directors

ECOMAR, S.A. (Angola)Member of the Board of Directors

NEVIS – SERVIÇOS E LOGÍSTICA, LDA. (Angola)Member of the Board of Directors

NESS INVESTIMENTOS, S.A. (Angola)Member of the Board of Directors

ACIL, S.A. (Angola)Member of the Board of Directors

1 C) PROFESSIONAL QUALIFICATIONSAND POSITIONS HELD IN THE LAST 5 YEARS BY MEMBERS OF THE BOARDOF DIRECTORS

Vasco Maria Guimarães José de Mello, Chairman ofthe Board of Directors and of the Executive Committee ofBrisa Auto-Estradas de Portugal S.A., since 2000.

Graduated in Business Administration from the AmericanCollege of Switzerland in 1978. Attended the Citigroup’sTraining Program in New York 1978 to 1979.

Held several positions in 1980 at Banco Crefisul deInvestimento, Citicorp’s Brazilian banking subsidiary inSão. Joined CUF Finance, a wealth management companyin Geneva, Switzerland in 1985, as managing director.Joined UIF – União Internacional Financeira as a director in1988. From 1991-2000, held the positions of memberand chairman of the board of directors of Banco Mello, ofBanco Mello de Investimentos and Companhia deSeguros Império, as well as vice-chairman of José deMello, SGPS. Was also member of the Strategic Board ofCTT – Correios de Portugal, S.A..

João Pedro Stilwell Rocha e Melo, Vice-Chairman ofthe Board of Directors and Member of the ExecutiveCommittee of Brisa – Auto-Estradas de Portugal, S.A.,since 2002.

Graduated in Mechanical Engineering from InstitutoSuperior Técnico in 1985.

Postgraduation in Business Administration (MBA) fromUniversidade Nova de Lisboa in collaboration withWharton School, of the University of Pennsylvania in1986. Course in “International Capital Markets Course”at Oxford University in 1991.

Completed the management training programme“Leadership for Top Managers” – IMD International in2002.

Was director of Mello Valores – Sociedade Financeira deCorretagem and director-general of Banco Mello deInvestimentos. From 1997-2000 was chairman of theexecutive committee of Banco Mello de Investimentos,Director of Banco Mello and Director of Companhia deSeguros Império, as well as vice-chairman of the board ofdirectors of BCP Investimento.


Daniel Pacheco Amaral, Member of the Board ofDirectors and Executive Committee of Brisa – Auto--Estradas de Portugal, S.A., since 1998.

Graduated in Economics from Instituto Superior deCiências Económicas e Financeiras (ISCEF) in 1969.

Was director of Associação Portuguesa de Economistas,the predecessor of the current Ordem dos Economistas.

Was director of three real estate companies held by theBCP/BPA Group – Cofipsa, Salgipor andEmpreendimentos Imobiliários Colombo., as well asdirector of Companhia Previdente, S.A. and director ofEngil – Sociedade de Construção Civil, S.A.

João Pedro Ribeiro Azevedo Coutinho, Member ofthe Board of Directors and Executive Committee of Brisa– Auto-Estradas de Portugal, S.A., since 1999.

Graduated in Business Administration from UniversidadeCatólica Portuguesa in 1982.

Completed the management training programme“Leadership for Top Managers”, IMD International in2002.

Was sénior auditor at Coopers & Lybrand, Auditores, Lda.,director in charge of financial engineering, corporatefinance, mergers and acquisitions and capital markets atDECA, Decisão Estratégica, Consultores Associados emGestão, S.A., director in charge of investment andfinancial engineering and primary capital markets at RAR- Sociedade de Investimentos e Engenharia FinanceiraS.A., director of Deutsche Bank, in Portugal, responsiblefor the Investment Banking Department, member of theboard of directors of DB Vida, S.A. and member of theexecutive committee of Banco Mello de Investimento.

João Afonso Ramalho Sopas Pereira Bento, Membeof the Board of Directors and Executive Committee ofBrisa – Auto-Estradas de Portugal, S.A., since 2001.

Graduated in Civil Engineering from Instituto SuperiorTécnico (IST) in 1983.

Holds a Master’s degree in Strucutural Engineering fromIST in 1987. Holds a PhD in Civil Engineering from ImperialCollege of Science, Technology & Medicine, LondonUniversity in 1992.

Recognition in Civil Engineeering – Intelligent Systemsfrom IST in 1999.

Visiting Professor in Project Support Systems at IST’sDepartment of Civil Engineering and Architecture andMember of the Engineering Academy.

Was member of the board of directors of EDP S.A from2000- 2003, of Adamastor Capital, SGPS, S.A., from2002-2004 and of Brisatel S.A. from 2000-2001.

António José Fernandes de Sousa, Member of theBoard of Directors of Brisa Auto-Estradas de Portugal S.A.,2002.

Graduated in Business Administration from UniversidadeCatólica Portuguesa in 1977.

Holds a PhD in Business Adminsitration in the area ofStrategic Planning from Wharton School, University ofPennsylvania in 1983.

Was assistant secretary of state and foreign trade from1991-1993, assistant secretary of state and finances from1993-1994, governor of the Bank of Portugal from 1994-2000 and chairman of the board of directors of CaixaGeral de Depósitos from 2000- 2004.


António Nogueira Leite, Member of the Board ofDirectors of Brisa Auto-Estradas de Portugal S.A., 2002.

Graduated in Economics from Universidade CatólicaPortuguesa in 1983. Holds a Masters of Science inEconomics from the University of Illinois at Urbana-Champaign in 1986.

PhD in Economics from the University of Illinois at Urbana-Champaign in 1988.

Equivalence to the degree of Doctorate in Economics(specialisation: Microeconomics) from the Faculty ofEconomics of Universidade Nova de Lisboa.

Recognition at Universidade Nova in 1992 where hecurrently Visiting Professor.

Chaired the board of directors of the Lisbon StockExchange in 1999. Also secretary of state for treasury andfiannces in the XIV Constitutional Government fromOctober 1999to September 2000. As a result was deputygoivernor of the European Investment Bank, EuropeanBank for Reconstruction and Development and the Inter-American Development Bank. Portuguese representativeat the Economic and Financial Council of the EuropeanUnion.

Isidro Fainé Casas, Member of the Board of Directors ofBrisa Auto-Estradas de Portugal S.A., since 2003.

Graduated in Business Administration from IESE, holds aPhD in Economic Science, is a Fellow of the “RealAcademia de Ciencias Económicas y Financieras” and“Real Acadèmia de Doctors”. Also holds an ISMP inBusiness Administration from Harvard University.

Director of Investments at Banco Atlântico in 1964;director of Banco de Asunción in Paraguay in 1969 andhuman resources manager at Banca Riva Y Garcia in1973; director-general at Banca Jover in 1974 andDirector-General at Banco Unión, S.A. in 1978.

Martin Wolfgang Johannes Rey, Member of the Boardof Directors of BRISA Auto-Estradas de Portugal, S.A.,since September 2007.

Graduated in Law from Rheinische Friedrich-WilhelmsUniversity in Bonn, having also attended businessadministration at the University of Hagen.

Joined the Babcock Group in 2003, before which he heldvarious managerial positions at Bayerische Hypo-undVereinsbank (HVB).

Currently a member of the executive committee ofBabcock & Brown, in charge of coordination of theGroup’s operations in Europe.

Does not hold BRISA shares.

Luís Manuel de Carvalho Telles de Abreu, Member ofthe Board of Directors of Brisa Auto-Estradas de PortugalS.A., since 2003.

Graduated in Law from the Faculty of Law of CoimbraUniversity in 1963.

Member of the District Council of Porto of the Ordem dosAdvogados from 1978-1980 and from 1981-1983.

Member of the General Council of the Ordem dosAdvogados from 1990- 1992.

Director of Telles de Abreu, Lucena e Associados –Sociedade de Advogados, member of the board ofdirectors of Quinta dos Cónegos – Sociedade ImobiliáriaS.A. e Gestão da Imobiliária 1928, Limitada. Chairman ofthe General Assembly of Actaris Imobiliária, S.A.,chairman of the General Assembly of Calves – Sociedadede Investimentos e de Gestão de Bens Mobiliários eImobiliários, S.A..


António Ressano Garcia Lamas, Member of the Boardof Directors of Brisa Auto-Estradas de Portugal S.A., since2003.

Graduated in Civil Engineering from Instituto SuperiorTécnico (IST) in 1969.

MSc in Metallic Strcutures in 1974 and PhD in StructuralEngineering in 1979 from Imperial College of Science andTechnology, London University.

Recognised in Civil Engineering (Structures) by IST in1984, where he is Visiting Professor.

Researcher at ICIST - Instituto de Estruturas, Território eConstrução and coordinator of IST post-graduate andmasters courses on Recovery and Maintenance ofConstructions and on Metallic and Mixed Structures.

Chairman of IPPC – Instituto Português do PatrimónioCultural from 1987- 1990, consultant of the Ministry ofthe Environment and Natural Resources for the UrbanEnvironment and representative of the Minister of theEnvironment and Natural Resoures on the supervisoryboard of the EXPO´98 Urbanisation Plan from 1993-1995. Chairman of Junta Autónoma de Estradas and JAEConstrução S.A. from June 1998 to July 1999 and as ofthis date to 30th August 2000, chairman of the board ofdirectors of Instituto das Estradas de Portugal, whichsucceeded the JAE.

João Vieira de Almeida, Member of the Board ofDirectors of Brisa Auto-Estradas de Portugal S.A., since2003.

Graduated in Law from Universidade Católica Portuguesain 1985, member of the Ordem dos AdvogadosPortugueses and Ordem dos Advogados do Brazil.Member of the District Council Distrital and General ofthe Ordem dos Advogados Portugueses.

Member and chairman of the executive board of Vieira deAlmeida & Associados - Sociedade de Advogados; R:L.,jointly responsible for M&A and Corporate Finance.

Pedro Jorge Bordalo Silva, Member of the Board ofDirectors of BRISA Auto-Estradas de Portugal, S.A., sinceSeptember 2007.

Course in Production Management from SheridanInstitute of Technology, Toronto, Canada in 1980.

Director of the Lusomundo Group, including, amongstothers, Lusomundo Audiovisuais, Lusomundo Media andJornal de Notícias (1998-2002);

Director of Cinveste, SGPS, S.A. (since 2002)



Nº Shares % Capital % Vote

José de Mello SGPS, S.A.

José de Mello Investimentos SGPS, S.A. 94 655 688 15.78% 16.14%

Window Blue 3 024 078 0.50% 0.52%

Impegest 8 552 368 1.43% 1.46%

Egadi 15 009 362 2.50% 2.56%

Orla 57 116 819 9.52% 9.74%

Vasco de Mello e Pedro Rocha e Melo 1 085 121 0.18% 0.18%

Total 179 443 436 29.91% 30.59%

Abertis Infraestruturas S.A.

Abertis Portugal, SGPS, S.A. 87 643 700 14.61% 14.94%

Isidro Fainé Casas 1 200 0.00% 0.00%

Total 87 644 900 14.61% 14.94%

Babcock & Brown Limited

Hidroeléctrica de Dornelas, Lda 60 000 000 10.00% 10.23%

Veryotherco - Consultoria e Serviços, S.A. 54 225 0.01% 0.01%

Afonso Manuel Proença 12 500 0.00% 0.00%

Total 60 066 725 10.01% 10.24%

Luis Augusto da Silva

Cinveste SGPS S.A. 25 407 626 4.23% 4.33%

Cinveste Finance 4 503 934 0.75% 0.77%

Luis Augusto da Silva and Pedro Bordalo Silva 29 040 0.00% 0.00%

Total 29 940 600 4.99% 5.10%

Banco Privado Português

Kendall Develops S.L. 29 688 679 4.95% 5.06%

Clients BPP 1 049 180 0.17% 0.18%

Total 30 737 859 5.12% 5.24%

Peter Doherty

Capital Partners PTY LTD 20 165 497 3.36% 3.44%

Caixa de Aforros de Vigo, Ourense e Pontevedra (CAIXANOVA) 12 000 000 2.00% 2.05%

LIST OF QUALIFYING SHARES UNDERTHE TERMS OF ARTICLE 20 OF THECMVM


Name Balance 31-12-06 Buy Sell balance 31-12-2007

Vasco de Mello 584 352 - 9 Aug. 553 12123 798 - 10.30 €

10 Aug.7 433 - 10.25 €

Pedro Rocha e Melo 532 000 - - 532 000

Daniel Amaral 538 700 - 5 Oct. 525 00013 700 – 9.20 €

João Azevedo Coutinho 482 580 - - 482 580

João Bento 467 190 - - 467 190

António Fernandes de Sousa 1 520 - - 1 520

António Nogueira Leite 0 - - 0

Isidro Fainé 1 200 - - 1 200

Luis Telles de Abreu 0 - - 0

António Lamas 0 - - 0

João Vieira de Almeida 0 - - 0

Martin Rey 0 - - 0

Pedro Bordalo Silva (*) 6 Sep. - 26 0006 000 - 9,41 €

Pedro Infante de la Cerda Ribeiro da Cunha - - -

Tirso Olazábal Cavero - - - -

Francisco Xavier Alves

(*) On August 10, owned 20 000 shares

LIST OF TRANSACTIONS OF OWN SHARES

Date ISIN Number Market Nature Unitary Total shares Motiveof Shares Price (€) held after the

transaction

03-05-2007 PTBRI0AM0000 333 613 Stock Exchange Buy 9.70 11 754 499 Strengthen portfolio of shares

07-05-2007 PTBRI0AM0000 25 000 Stock Exchange Sell 9.75 11 729 499 Decrease portfolio of own shares

23-05-2007 PTBRI0AM0000 30 000 Stock Exchange Sell 9.77 11 699 499 Decrease portfolio of own shares

27-06-2007 PTBRI0AM0000 106 250 Stock Exchange Sell 10.00 11 593 249 Management Incentive Plan

17-08-2007 PTBRI0AM0000 301 000 Stock Exchange Buy 9.42 11 894 249 Strengthen portfolio of own shares









ACQUISITIONS /DIVESTITURE OF COMPANY INTEREST-BEARING SECURITIES HELD BYMEMBERS OF THE GOVERNING BODIES DURING 2007

Article 447 number 5 of Código das Sociedades Comerciais and sub-paragraph c) of number 1 of Chapter IV of the Annexof CMVM Regulation number 7/2001

2 – EXECUTIVE COMMITTEE

Under the terms defined in the Statutes, the Board ofDirectors meets on a quarterly basis and the executivemanagement of the company is attributed to an ExecutiveCommittee composed of 5 members.

3 A) DELIMITATION OF POWERSBETWEEN THE CHAIRMAN OF THEBOARD OF DIRECTORS AND CHAIRMANOF THE EXECUTIVE COMMITTEE

In accordance with the governance model adopted atBRISA, the Chairman of the Board of Directors is theChairman of the Executive Committee.

3 B) LIST OF ISSUES BARRED TO THEEXECUTIVE COMMITTEE

The Executive Committee has been invested with thebroadest management powers, except for those whichare, for legal or statutory reasons, reserved for the Boardof Directors. Under these terms, the following duties arereserved for the Board of Directors:

• Definition of the major strategic guidelines which theCompany’s management must observe

• Cooptation of directors• Request for the calling of a General Assembly• Annual and Quarterly Reports and Financial

Statements• Provision of surety bonds and personal or tangible

securities on the company’s behalf• Change of head office and capital increases, under the

terms established in the Articles of Association• Mergers, demergers and transformation of the

company

Any relevant business, even if it has been delegated to theExecutive Committee, may be submitted to the Board ofDirectors, pursuant to deliberation of the ExecutiveCommittee or its Chairman.

3 C) INFORMATION TO THE MEMBERSOF THE BOARD OF DIRECTORS

All members of the Board of Directors have unrestrictedaccess to issues discussed and decisions made by theExecutive Committee. In addition, the meetings of theBoard of Directors include as a rule a progress report onthe company’s most relevant business matters.

3 D) LIST OF INCOMPATIBILITIES

There is no list of incompatibilities applicable to themembers of the board of directors.

3 E) NUMBER OF MEETINGS

The Board of Directors met eight times during 2007 withan average participation of its members of approximately90% and the Executive Committee met fifty one times,also with an average participation of 90%.

The Committe for Corporate Government andSustainability met five times during 2007.

The Audit and Risk Government Committee met threetimes during 2007.

3 F) ELECTION AND APPOINTMENT OFTHE BOARD MEMBERS

The company by-laws, do not establish special rules forthe election and the appointment of the members ofthe board, nor for the change of the by-laws. Therefore,those matters are ruled by Código das SociedadesComerciais.

4 - REMUNERATION

The remuneration policy for members of the Board ofDirectors is established in the statement of theRemuneration Committee quoted on page 75.

Remuneration (Remuneration policy)Executive directors: Fixed remuneration: 1 818 589 Euros Variable remuneration: 1 290 000 Euros Defined benefits*: 244 860 Euros

Non-executive directors:Fixed remuneration: 469 334 Euros


The abovementioned values represent the total amountpaid during 2007. The directors of BRISA Auto-Estradasde Portugal, S.A. do not receive any retribution or anyother benefits for performing their roles they may have ayother companies of the BRISA Group. Information onindividual remuneration of the members of the Board ofDirectors is not disclosed (as recommended by theCMVM), consistent with the company’s view of theboard’s collective nature, in which all members are equallyresponsible for the conduct of the company’s business.

* The board members of Brisa, the management and directors of

the other group companies have the benefit of a defined

contribution supplementary retirement pension, the Company

having assumed the commitment to pay an insurance company

10% of the respective basic annual remuneration. The premiums

for the years ended 31 December 2007, reflected under the

caption “Personnel costs”, amounted to 521 thousand Euros, of

which 244,9 th Euros refer to the members of the Executive

Commission.

The present report include all the relevant informationunder the terms of article 245-A of the PortugueseSecurities Commission (CVM).


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