08/06/19
The Board of Directors hereby clarifies the following regarding the issue of awarding bonuses related to the year 2018:
The Board of Directors of TAP SGPS, S.A.
Lisbon, 8 June 2019
- The Board recognises that a misunderstanding occurred regarding the decision that resulted from the discussion at the Board of Directors' meeting in March 2019, where the performance assessment and employees' assessment model was discussed, and where the decision was made not to allocate bonuses on the basis of "company results", as recommended by the directors nominated by Parpública;
- Following this decision, the Executive Committee, within the scope of its responsibilities, approved allocation of bonuses to a number of employees, without basing such allocation on "company results" according to the above-mentioned recommendation, but failed to inform the Board of Directors as to the range and amounts to be actually approved by the Executive Committee and paid;
- The Executive Committee did not receive any bonus or variable remuneration, a matter that is in fact the compensation committee's sole responsibility;
- The Board understands that coordination needs to be improved in relation to this matter, wherefore, following the suggestion given by the Executive Committee, in order to enhance the TAP, SGPS, SA governance model, it shall organise the creation within the Board of a Human Resources Committee, to be chaired by the President of the Executive Committee and with similar powers and responsibilities to the Strategy, Audit and Financial Affairs Committees that already exist;
- Notwithstanding to the purpose given in the previous paragraph, the Executive Committee undertakes to prominently present the total maximum amount of bonuses to be allocated each year in the annual budget;
- The Human Resources Committee shall organise the preparation of a possible profit-sharing plan for each group of TAP employees, taking into consideration each group's current circumstances.
The Board of Directors of TAP SGPS, S.A.
Lisbon, 8 June 2019
