Basis for sacking TAP chairman, CEO due to breach of rules

The resolution that supports the fair dismissal of the executive director and chairman of TAP accuses both of them of violating the company’s statutes, as well as the duties of care and loyalty imposed in the performance of duties.

The information, reported on Wednesday by the newspaper Jornal Económico, is contained in the resolution provided in full on the same day by the newspaper Observador and signed by three people – two from Parpública and one from the Directorate General of Treasury and Finance, which decide in their capacity as shareholders of TAP.

On Thursday, heard at the TAP Commission of Inquiry, the chairman of Parpública confirmed the signing of this joint resolution with the Directorate General of Treasury and Finance on the dismissal for just cause of the chairman of the Board of Directors, Manuel Beja, and the executive director, Christine Ourmières Widener, for which there was no specific legal opinion, as confirmed, also on Thursday, by the Finance Minister, Fernando Medina, in a parliamentary hearing.

According to the deliberation, Manuel Beja has violated legal and statutory rules by having signed the termination agreement of the manager Alexandra Reis without having called a General Meeting for the purpose or even having reported to the ministry of finance.

Executive director Christine Ourmières Widener is said to have violated the rules for having initiated, on her own initiative, and conducted the process that culminated in the agreement to dismiss Alexandra Reis, having signed it, also without having requested the convening of a general meeting or even reported to the ministry of finance.

The ruling considers that neither the ‘green light’ given by Minister Pedro Nuno Santos to the amount to be paid to Alexandra Reis nor the lawyers’ advice exonerates the two managers.

“The individual imputability of this conduct to the chairman of the board of directors and the CEO is not excluded by the circumstance that the negotiations leading to the signing of the Agreement were known to and the definition of the compensation amount arising from it had the approval of the secretary of state for infrastructure and the minister for infrastructure and housing at that time,” the document states.

It also considers that this knowledge and approval “resulted only in the agreement on the amount finally agreed, with no evidence of the knowledge of those members of the government on the content, in concrete, of the clauses of the agreement,” adding: “their intervention was always based on information the CEO provided them”.

It also says that the “individual imputability” to Manuel Beja and Christine Ourmières Widener is not excluded by the fact that the negotiations of the agreement were intermediated by legal consultants mandated by the CEO for this purpose, stressing: “the imperativeness and centrality of the legal and statutory rules violated make their knowledge objectively necessary, both for the chairman of the board of directors and for the CEO, in light of the demanding standard of care duties legally imposed on public managers”.

The conduct of Manuel Beja and Christine Ourmières Widener, according to the document, also revealed a lack of knowledge, or at least a continued omission, regarding compliance with the duties of information and reporting on matters central to the operation of TAP, SGPS, S.A., a circumstance that leads to a breach of the relationship of integrity, loyalty, cooperation, trust and transparency with the shareholder.

He added that the managers’ duties were violated by action and omission: by action, “through the signing” of the agreement with Alexandra Reis, and by omission, “by virtue of the failure to communicate, at any time, the negotiation and signing of the agreement to the member of the government responsible for the area of finance or to their representatives in the exercise of their shareholder function”.

“The violation of those legal and statutory rules is unequivocally serious, making it impossible to maintain the Chairman and CEO in their respective positions,” it said.

This deliberation, which refers to the Inspection General of Finance’s report on the resignation of Alexandre Reis, issued at the beginning of March, was signed on 12 April.

The finance minister announced the resignation of TAP’s CEO and PCA at the beginning of March, based on the IGF report.