Managing Committee

The Managing Committee comprises the CEO, who presides it, and senior management of the Group, including necessarily the CFO. The term of office of the Managing Committee coincides with that of the Board of Directors who appointed it.

The Managing Committee meets at least twice a month, at the Company headquarters or at any other location, its Chairman being responsible for calling and conducting meetings, setting their day and time, as well as the issues to be dealt with.

Members

The Managing Committee comprises the CEO and current Chairman of the Board of Directors, Mr. Pedro Soares dos Santos, who presides and the following members:

•  Ana Luísa Virgínia
• António Serrano
• Carlos Martins Ferreira
• Francisco d’Almeida
• Isabel Pinto
• João Nielsen Sebastian
• João Nuno Magalhães
• Luís Araújo
• Nuno Begonha
• Nuno Sereno
• Sara Miranda

Responsibilities

In accordance with its internal regulations, the Managing Committee is responsible for advising the CEO, within the respective delegation of powers, in carrying out the following functions:

• control of implementation by the companies in the Group of 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 order to perform the functions listed, the Managing Committee, in addition to those other matters that the CEO decides to submit to its appreciation, shall issue a non-binding opinion on the following matters:

• Entering into loan contracts and other financial operations in the national or international financial market and accepting the supervision of loan issuers, including the issuance of debt securities within the powers of the Board of Directors, all regarding operations exceeding €60.000.000 (sixty million euro);
• Provision of technical and financial support by the Company to companies whose stakes or shares the former holds in total or in part in an amount exceeding € 20.000.000 (twenty million euro), or in an amount exceeding €80.000.000 (eighty million euro), whenever such support is provided through the granting of loans or of ancillary contributions or supplementary capital contributions;
• Sale/transfer or lease of any movable or immovable assets, including shares, units, quotas and bonds, and in general on any divestments, all regarding amounts exceeding €250.000 (two hundred and fifty thousand euro), except if such operations or transactions are exempt from such opinion by virtue of a procedure approved by the CEO;
• Acquisition or lease of any movable or immovable assets, including shares, units, quotas and bonds, and in general on any investments, all regarding amounts exceeding €250.000 (two hundred and fifty thousand euro), except if such operations or by virtue of a procedure approved by the CEO;
• Introduction of judicial proceedings, waiver or negotiation of settlements in judicial proceedings with amounts exceeding €20.000.000 (twenty million euro);
• Granting sponsorships, donations or contributions of similar nature of over €1,000,000 (one million euro), while always respecting the policy defined by the Company;
• Approval of expansion plans with respect to the activities of each of the business areas, as well as of the group companies not included in the business areas;
• Approval of policies and rules transversal to the group companies, such as procedure manuals, regulations and service instructions;
• Instructions to be given by the Company to the management of its subsidiary companies with respect to those matters referred to herein, pursuant to and in compliance with the applicable laws.
• Proposals to be presented to the Board of Directors by the CEO, in accordance with the respective delegation of powers, including:

1. Growth strategy of the Jerónimo Martins Group and development of new businesses;
2. Medium and long term plans of the Jerónimo Martins Group, including budgets/targets for the following exercise;
3. Consolidated financial statements and results of the Jerónimo Martins Group;
4. Results appropriation proposal of the Company and approval of the results appropriation of the remaining companies of the Jerónimo Martins Group.