Audit Board

The Audit Board consists of three permanent members and one alternate member, elected by the General Shareholders Meeting, which also elects the Chairman, and none can be a member of the Board of Directors nor be subject to the incompatibilities provided for in Article 414 of the Commercial Companies Code.

All members of the Audit Board comply with the rules of incompatibility pursuant to Article 414-A (1) of the Commercial Companies Code and with the independence criteria provided for in Article 414 (5) of the Commercial Companies Code.

Under Article 414 (5) of the Commercial Companies Code, any member of the Audit Board is considered independent if s/he is not associated with any specific interest group in the company and is not in a situation that might affect his/her exemption from analysis or decision making, namely because s/he:

1. is a holder, or is acting on behalf of holders, of qualified shareholdings greater than or equal to 2% of the company’s share capital; or
2. has been re-elected for more than two terms, whether or not they are consecutive.

The current members of the Audit Board were elected at the Shareholders' Meeting on 3 May 2023, for a four-year term (2023-2026), ending 31 December 2026.

The Diversity Policy of the Board of Directors and Audit Board, approved by the Board of Directors can be seen here.

Powers and Operation

Powers

The Audit Board is entrusted to exercise supervisory functions of the Company’s business in sixkey areas, pursuant to Article 420 of the Commercial Companies Code:

1. supervising the Company’s activity;
2. controlling the Company’s financial information;
3. monitoring of internal systems of risk management, internal control and internal audit;
4. receiving and dealing with complaints of irregularities;
5. propose the election of the statutory auditor to the General Shareholders Meeting;
6. supervising the statutory auditor´s independence, mainly concerning the provision of additional services.

In addition, the powers of the Audit Board include, pursuant to Article 19 of By-laws, the appointing or dismissing the Company's external auditor;

As a listed company, Galp’s Audit Board has also the powers provided by Article 3 of the Law no. 148/2015 (Legal Regime of Audit Supervision), as follows:

1. informing the Board of Directors of the results of the statutory audit of the accounts and explain the way in which it contributed to the integrity of the preparation process and financial information disclosure, as well as the role that the supervisory body had in such process;
2. monitoring the process of preparation and disclosure of financial information and presenting recommendations or proposals to guarantee its integrity;
3. supervising the efficiency of the systems of internal quality control, risk management and internal audit, in what respect the process of preparation and disclosure of financial information, without violating its independency;
4. monitoring the statutory audit of the annual individual and consolidated accounts, particularly its execution, considering eventual findings and conclusions of the Portuguese Securities Market Commission (CMVM - Comissão do Mercado de Valores Mobiliários), as the competent authority for the audit supervision; and
5. verifying and monitoring the independence of the statutory auditor or audit firm in accordance with the law and, in particular, verifying the adequacy and approving the provision of other services beyond the auditing services.

Operation

The rules on the operation and organisation of the Audit Board are set out in the Audit Board Regulations.

The Audit Board shall meet at least every quarter.

The Audit Board can only meet with the majority of its members attending, and the respective resolutions must be approved by a majority of the votes cast.

In 2023, the Audit Board held 15 meetings.

Remuneration

The remuneration of the members of the Audit Board consists of a fixed monthly payment, in 12 instalments, with the chairman of the Audit Board receiving a different amount from the other members of the Audit Board, given the special functions assigned to that position. The remuneration of the Audit Board members includes no variable component.

For more information on Audit Board´s members remuneration, please see Corporate Governance Report 2023.