Index Message from the Chairman I. Introduction II. Corporate Governance III. Consolidated Management Report

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2 3 Message from the Chairman I. Introduction 6 1. The Group s Strategic Profile Operating and Financial Highlights Corporate Bodies Business and Ownership Structure Management Structure Financial Glossary Contacts II. Corporate Governance 27 Introduction Statement of Compliance Disclosure of Information Exercise of Shareholder Voting and Representation Rights Company Rules Board of Directors III. Consolidated Management Report Relevant facts of the Year International Macroeconomic Environment International Sector Environment Portugal Poland Overview of the Group s Consolidated Activity Food Distribution - Portugal Food Distribution - Poland Manufacturing Jerónimo Martins Distribution Simplification of Internal Management Processes Group Investment Programme Outlook for Events after Balance Sheet Date Results Appropriation Proposal Consolidated Management Report IV. Social Responsibility Relevant Facts of the Year Jerónimo Martins and Sustainable Development Corporate Ethics Human Resources Quality and Food Safety Environmental Management Patronage Frequently Asked Questions V. Consolidated Financial Statements Consolidated Financial Statements Statement of Conformity Auditor s Report Report and Opinion of the Audit Committee VI. Individual Financial Statements Management Report Financial Statements Auditor s Report Report and Opinion of the Audit Committee 285 Excerpt of the Annual General Meeting Draft Minutes Index

3 R&C 07 Chairman s Message MESSAGE FROM THE CHAIRMAN Dear Shareholders, For Jerónimo Martins, the year 2007 was marked by a notable growth in its operations, particularly in the Distribution area, which was achieved thanks to adjusting the defined strategies, the way they were strictly implemented and the balanced management of the available resources. Consolidated sales reached 5,350 million euros, which corresponds to a year on-year growth of 21.4%, and the net profit for Jerónimo Martins amounted to 131 million euros, 13.0% more than in Largely responsible for this growth were the Pingo Doce chain, which registered a 17.5% increase in sales, passing the 1,000 million euros mark and 8.7% like-for-like growth against the previous year, and the Biedronka chain, with an excellent performance of 35.0% increase in sales and 21.1% in the like-for-like basis. With these levels of growth, both Companies strengthened their market shares. Within this consolidating leadership strategy, I am enthusiastic to write about the opening of the 1,000 th Biedronka store in Warsaw, Poland, in September 2007, which is a symbol of the Group's strong investment in the Polish market. I should also like to highlight Jerónimo Martins continued investment in its offer of a high quality Private Brand, which is an extremely important support to its Company differentiation strategy and which grew 41.0% in retail operations in Portugal and 31.8% in Biedronka. As proof of our compliance with the highest and strictest Private Brand quality requirements, I have the pleasure to report that the Pingo Doce and Recheio Companies were the first, worldwide, to certify their private brand products development as well as the follow-up process of both products and suppliers after the launching of the products, in accordance with the NP EN ISO 9001:2000 referential system. I also would like to highlight the retail market concentrations in Portugal and Poland, in which the Group played an active part by acquiring, at the end of the year, to the Tengelmann Group the Plus chain operations in Portugal and Poland, involving 75 and 210 stores respectively and an overall turnover of around 500 million euros. Although the performance in 2007 is an important milestone in the Group s history, it is the responsibility emerging, also from the 2,700 and the 3,700 new employees in Portugal and Poland, respectively (+19% comparing with the same period last year in the retail area) this which motivates our ambition for the new cycle that is going to commence. It is a cycle of strong, balanced and sustainable growth in all business areas and of the permanent creation of value. For Jerónimo Martins, the dawn of 2008 is already marked by new challenges. In the short-term and as soon as the acquisition of the Plus operations has been approved, a refurbishing process will take place in the respective stores and the new employees will be integrated into the Group s culture. The basic principle of this integration will always be not only the transferral of Jerónimo Martins knowledge but also to receive the value and integration of best practice and knowledge from the experience of the integrated chain s employees. Once the necessary integrations have been consolidated, the Group will return to organic growth, not forgetting to study new opportunities for growth, either by expansion into new geographic areas or new business areas. What is certain is that 3

4 R&C 07 Chairman s Message the Group will be paying attention to any new opportunities that might arise in the food-manufacturing sector in Portugal and in Poland, while always taking into consideration the solidity of its balance sheet. I usually say that we are a People s Business, made by People and it is from this perspective that I value a policy based on training. Because I believe that we are currently living in the Talent Age, the personal and professional development of the Jerónimo Martins Employees is more and more evident as a competitive advantage in this global market. In the light of this, both Portugal and Poland provide their Middle and Senior Managers with specific training at renowned national and international Academic institutions with which the Group has established protocols and long-term relationships, such as Universidade Católica Portuguesa, Universidade Nova, INSEAD, Harvard University, Kellog s University, among others. Without ever neglecting the business and taking into consideration the importance the Perishables area holds for the Group s strategy, I would like also to highlight the creation of the Jerónimo Martins Perishables School, which is dedicated to rigorous and professional training to develop the Employees technical skills in the specialised areas of butcher s, fishery, bakery and pastry, fruit and vegetables. I am also very pleased to confirm that in 2007 the Jerónimo Martins Training School joined the New Opportunities Programme, in partnership with the Employment and Professional Training Institute and the Institute for Quality in Training, with a project called Learn and Develop. This project, which aims to give all the employees with less than third cycle or high school graduation the opportunity of receiving, in working hours, the respective qualification, already had more than 3,000 people enrolled at the end of December On the other hand, being aware of the responsibility we have towards the community of which we are a part, and the importance of integrating people with special needs - but who are able to actively participate in society and in the companies - the partnership with ACAPO (Portuguese Association of the Blind and Poorly-sighted) was reinforced, with a view to another 39 employees being integrated into Jerónimo Martins. Also with people with reduced sight in mind, a new functionality was introduced on the Group s institutional website - -, which allows people to hear the written content, in Portuguese and English, a real first in terms of the top 20 listed companies in Portugal. On closing 2007, with our eyes set on the challenges and opportunities that we come across, I would like to leave a very well-earned word of thanks to all the Employees, for their invaluable professionalism and dedication. Once again we wanted to pay homage to our Employees, making them the leading faces in this Report, as we are sure of their decisive contribution towards the Group s outstanding performance. Finally, I also would like to express my gratitude to each of our Shareholders and I am sure that they will continue to support our project, enabling us to take Jerónimo Martins ever further. 4

5 I. Introduction 6 1. The Group s Strategic Profile Operating and Financial Highlights Corporate Bodies Businesses and Ownership Structure Business Structure Ownership Structure Management Structure Financial Glossary Contacts

6 R&C 07 Introduction 1. THE GROUP S STRATEGIC PROFILE Asset Portfolio Jerónimo Martins is a Portuguese Group of relevant size, whose turnover in 2007 was 5,350 thousand million euros, with 41,300 employees, and whose international business represents around 44.7% of sales and 46.8% of its employees. The Group holds a balanced business portfolio which combines the strength of the market position of its retail and wholesale operations in Portugal, with the growth potential of the Biedronka operation in the Polish market, and the maturity and capability for generating cash flow of its Manufacturing partnership with Unilever in Portugal. In the Food Distribution Area in Portugal, at the end of 2007, in joint terms, the Group held the leading market position, with the brands Pingo Doce (210 supermarkets in Mainland Portugal and 13 supermarkets in Madeira), Feira Nova (9 hypermarkets and 37 mini-hypermarkets), and Recheio (31 Cash & Carry stores and 2 Food Service platforms in Mainland Portugal and 1 store together with 1 Food Service platform in Madeira), and it was the market leader in the supermarket and in the Cash & Carry segments. In Poland, Biedronka, a chain of stores with a variety of food products, which combines the quality with an everyday-low-price policy, is a strong market leader in its format and has a substantial lead over competitors in terms of number of stores and brand awareness. At the end of 2007 the chain had 1,045 stores in Poland, with more than 494 million client tickets and 2,392 thousand million euros turnover for the year under review. Also in Poland, 4 pilot stores were opened in 2007 under the Apteka Na Zdrowie banner, joining the first store that opened at the end of 2006 after the partnership agreement signed in February 2006 with the National Association of Pharmacies in Portugal, in order to study the viability of developing a line of pharmacy retail businesses. Jerónimo Martins is also the biggest Portuguese manufacturing Group in fast moving consumer goods, through its partnership with Unilever in the areas of Food, Personal Care and Home Care, and Out of Home, which was reinforced in 2007 with the merger of FimaVG, Bestfoods, LeverElida and IgloOlá into a single organisation Unilever Jerónimo Martins. The new Company maintains its position as market leader for Olive Oil, Margarines, Iced Tea, Ice creams and Washing Detergents, among others. The Group s portfolio also includes a business area providing Marketing Services, Representations and Restaurants, including: Jerónimo Martins Distribuição de Produtos de Consumo, which is the Portuguese representative for several international brands, some of which are market leaders in the fast-moving consumer food and food service markets, in this case through Caterplus, in the selective cosmetics and in the fast-moving cosmetics, through its joint venture with the Puig Group; Hussel, a Specialised Retail chain with 21 stores, selling chocolates and confectionary; Jerónimo Martins Restauração e Serviços, dedicated to the development of projects in the restaurant sector, which includes the Jeronymo chain of coffee shops and the Ben & Jerry s and Olá ice-cream stores and the Subway stores. 6

7 R&C 07 Introduction Main Historic Milestones 1792 Jerónimo Martins opens a premium grocery store in Lisbon in the Chiado area Opening of the Fima plant (producing mainly margarine) A joint venture was established with Unilever in Portugal to develop manufacturing and market know-how in the fast moving consumer goods markets, starting with Fima and later growing to include Lever (Soap and Detergents), Olá (Ice-Creams) and Iglo (Frozen Food) Development of the food distribution business area through the Pingo Doce supermarkets, Feira Nova hypermarkets, the expansion of Pingo Doce to Madeira with Lidosol, the Recheio Cash & Carry, the Marketing and Representation Services, with JMD and Specialised Retail, with Hussel. Expansion through organic growth and acquisitions. Development of strategic partnerships, first with Delhaize at Pingo Doce, and then with Ahold at Pingo Doce and Feira Nova, with Booker at Recheio and with Douglas at Hussel Jerónimo Martins is listed on the Stock Market, beginning a decade of consistent and significant increase in market capitalisation International expansion to Poland (Eurocash Cash & Carry, Biedronka stores and Jumbo hypermarkets), Brazil (Sé supermarkets) and England (Lillywhites chain of sports goods). Diversification of the business portfolio: In-store banking, in joint venture with BCP (Expresso Atlantico) and participation in the Telecommunications sector (Oniway). The Group moves into the Water and Tourism business with the acquisition of VMPS Portfolio of assets restructuring, with the sale of non-core businesses, improved balance sheet and minimization of exposure to financial risk. Operational restructuring, with a view to focusing the operational units on the commercial dynamics of their respective segments, maximising the scale, exploring the synergies, simplifying processes and reducing costs; creation of multi-disciplinary teams, higher organizational flexibility and launch of the Jerónimo Martins Training School New Stage of the growth strategic plan, by returning to expansion in Portugal and maintaining expansion levels in Poland; strong investment in technological update, store refurbishing for the various chains and training programmes for Management and Non-Management staff; study of new business opportunities. 7

8 R&C 07 Introduction Continuing a Pioneering Culture The Jerónimo Martins Group, pioneer in Portuguese business life in several fields, is renowned, among other reasons, for being the foremost Food Distribution company in Portugal for implementing new management practices such as: Adopting the International Accounting Standards/International Financial Reporting Standards (IAS/IFRS) in 2000; Starting up a Food Service platform in Oporto, in 2002; Implementing a business-to-business (B2B) platform in its relations with suppliers in 2004; Obtaining from APCER (Portuguese Certifying Association) at the end of 2005 the HACCP - Hazard Analysis Critical Control Point Certification (DS 3027E: 2002) and the Environmental Management System Certification (NP EN ISO 14001: 2004), placing the Retail warehouses as the first in Portugal in the Food Distribution sector to achieve this double recognition; Having 19 Recheio stores and two Food Service Platforms recognised with Food Safety Certification at the end of 2006 certification of the HACCP system, in accordance with the Codex Alimentarius CAC/RCP , Rev.4 (2003) becoming the first wholesale Distribution chain in Portugal to obtain a multi-site certificate in HACCP; Obtaining, in 2007, the certification of private label activity in Pingo Doce and Recheio according to NP EN ISO 9001:2000 guidelines certification of internal and supplier s processes in the development of private label products and in the control after launch - becoming the first operators worldwide to obtain this type of certification. Jerónimo Martins also registers several innovative market initiatives. The private label range of its food retail chains in Portugal has been consolidating the image of quality and innovation through initiatives such as: Developing brands by major area of product and for ranges of product common to both retail banners, providing the opportunity to enlarge the assortment, to optimise the scale and to reinforce the image of specialist; Launching a wide range of fresh products under private label, with specific quality control requirements from the source to ensure food safety and quality standards; Launching, in 2006, a range of products under Pingo Doce label, alternative to the standard dairy milk products, for clients that have intolerance to milk protein becoming the first retail company in Portugal to do so; Launching, in 2007, a certified organic fresh range of products under Pingo Doce, becoming the first retail company in Portugal to do so. In 2005, the Group took another truly innovative step in the Portuguese Distribution sector by establishing the Jerónimo Martins Customer Ombudsman; In 2006 Biedronka established an unprecedented partnership with Danone, Lubella and the Polish Institute of the Mother and Child, to fight the problem of poor nutrition amongst children and young people and so Milk Start, a product which was developed 8

9 R&C 07 Introduction based on a strict nutritional profile and under the supervision of an independent institute, was launched. Finally, in July 2007, Jerónimo Martins launched the Learn and Develop project, as part of the national New Opportunities programme developed by the Ministry of Education and it was the first Company in its sector to celebrate a co-operation protocol aiming to train and certify employees, which in this case totalled 11,500. Also in 2007, a new functionality was introduced to the Group s institutional website, enabling access to the blind, which is an unprecedented initiative among the Companies present in PSI-20. Mission Jerónimo Martins is a Group with international projection operating in food distribution and manufacturing, which aims to satisfy the legitimate interests of its Shareholders, while contributing to the economic growth and to the sustainable development of the regions where it operates. In the fulfilment of its mission, the Group aims to: Promote maximum operational efficiency across all business areas, so as to optimise the results generated through its financial, material and human resources; Ensure maximum customer satisfaction, by improving their quality of life through a firm commitment in terms of innovation and in terms of offering the best possible value for money for the products and services it provides; Direct the entire Organization to work to the highest possible standards of conduct and of Social Responsibility, building relationships of trust with all stakeholders; Conduct business through dynamic and flexible Organisations, staffed with people who can bring together the benefits of their experience and know-how with an acceptance of the permanent need for change, through continual investment in training and in the most up-to-date management practice, thereby guaranteeing that the whole Organization is focused on the strategic challenges and on the activities which are real value drivers. A Benchmark Identity Being a longstanding benchmark in its business sector and in the market in general, Jerónimo Martins has a history of 215 years, made up of hugely diverse events, experiences and learning, which have conferred to the Group its solidity and capacity for renewal, mirrored in the strength and vitality for which it is renowned. The new Jerónimo Martins' corporate identity, implemented in 2004, demonstrates and symbolizes the profound changes that have taken place within the Group. This new visual identity embodies the new reality of Jerónimo Martins and the three values that are core to its corporate culture and attitude in the market: Rigour in Management, which ensures... Adequate analysis of macro-economic, sector and market trends; Definition of strategic priorities; 9

10 R&C 07 Introduction Establishment and conveyance of clear, demanding objectives; Adequate control and correct critical evaluation of results. Permanent Innovation, which stimulates... A pioneering spirit in management processes and practices; Dynamism and market leadership. Transparency in its Policies, which promotes... The safeguard of the Shareholders interests as a priority; Ethical conduct of the Organisation in relation to all its stakeholders; Objective assessment of employees with regard to their performance and professional development; Social Responsibility as a strategic option; Investment in strategic partnerships in those markets and regions in which it operates. Today, Jerónimo Martins is a solid, cohesive Group, with a clear vision. It is an Organization geared towards professional excellence, which is prepared to add another chapter to its already long history, contributing to a stable and lasting future. A Strategy of Sustainable Development The Jerónimo Martins Group is a player in a sector, which is highly sensitive to the macro-economic environment globally, and in the countries in particular, and which is very diversified and dynamic, with regard to both supply and demand. It is known that macro-economic environments generate risks and opportunities and are ever more cross-connected due to globalisation. The macro-economic scenarios outlined by the experts offer significant levels of uncertainty and volatility. Financial markets demand generally higher risk premiums, as well as greater transparency and selectivity and Companies must learn how to deal with this new reality. The food world is made of progressively quicker market development cycles and has ever more demanding consumers who prefer trustworthy brands and competitive prices. The consumers have proven to be very rational in their food spending, as they have access to a great deal of information and they can choose between various alternatives. Price sensitivity, concern for quality, food safety and health as well as the need for convenient solutions are global trends, although each market still demonstrates its own degree of consumer development. Consumers are also characterized by major social and demographic trends such as ageing, racial and cultural diversity, concentration of population in mega urban towns, lack of time, smaller households, among other. With regard to supply, the players in the food sector, for the most part, have recently gone through profound restructuring. The ones that envision the consolidation of their market positions in highly aggressive and competitive environments stay focused on continuous incremental competitiveness and continuous differentiation of their value propositions. Depending on the local, regional or even global position that each player seeks to attain, Mergers and Acquisitions and international expansion continue to be central topics in a growth strategy. 10

11 R&C 07 Introduction It should be also added that citizens are more and more aware of environmental and social problems. Media, experts, NGO s and governments in general, have been focusing the public debate on issues related with sustainability. On the other side, the food retail players are showing signs of being aware of the relevant role they can carry out concerning the issues related with sustainability. As the last link in the interface with the final customer, they know that the goodwill of their environmental and social initiatives can leverage the value of their brands and banners and reinforce clients trust. Looking from another angle, they will also influence positively a long value chain of multiple players just with the options they take. Being aware of all this, when developing its strategy, the Jerónimo Martins Group has an economic commitment based on healthy and profitable growth. Focusing its management activity on value creation in the short, medium and longterm, the Group assumes two main priorities. First of all, the Group envisions the continuous reinforcement of its market leadership positions with regard to current assets and investment priorities will be determined that way. Simultaneously, the Group envisions the preparation for the future growth through carefully studying and testing new business opportunities for expanding the current portfolio of assets within the scope of its mission. Therefore, Jerónimo Martins intends to continue to: hold solid financial resources, paying particular attention to its capital structure, to the solidity of its balance-sheet and to risk provision, while ensuring a balanced portfolio and a careful evaluation of new investments. promote programmes that generate strong growth in cash flow and profit for its asset base, including expansion and consolidation operations. guarantee continued reinforcement of the different formats, promoting focused, flexible, creative and dynamic organisations, capitalising on scale, synergies and shared knowledge and rewarding the value creation. Continuous investment in training Management and Non-Management employees is a key factor to ensure an organizational performance of excellence. implement appropriate risk analysis and management mechanisms, at all critical levels of the value chain, to firmly sustain its current business and its plans for growth in the future. differentiate from others by being innovative and pioneering in responding proactively to customers demands and to emerging consumer trends. The investment in strategic partnerships continues to play a determining role in the desired innovative and pioneering culture. continually and proactively adjust the strategic plan in articulation with annual objectives that must be very demanding but also feasible, being this the key to ensure continuous value creation for the Jerónimo Martins Shareholders and stakeholders in general. 11

12 R&C 07 Introduction Jerónimo Martins economic commitment with its shareholders has always been, and will continue to be, marked by strict compliance with economic, environmental and social rules. However, it is also relevant to say that the Group has already proven during its long history of 215 years, the will to contribute beyond what is requested. Within the scope of its corporate values, Jerónimo Martins has been implementing, for many years, a series of policies, practices and initiatives that illustrate that will. This Annual Report has a specific chapter to provide very complete information organised by major areas of interest, namely, Corporate Ethics, Human Resources, Quality and Food Safety, Environmental Management and Patronage. The Group is also convinced that the policies and practices which direct its market conduct have to evolve proactively, following the evolution of the society in general and reflecting the degree of internal maturity on each of the matters. It is this consistent attitude over time that sustains and reinforces Jerónimo Martins identity for its shareholders, staff and stakeholders in general. On a different level, Jerónimo Martins will continue to integrate sustainability values into the market strategy of each of the Group s businesses, believing that clients will value and trust, more and more, on brands and banners that better integrate the relevant economic, environmental and social values and that perform in accordance over time. All in all, the strategy of sustainable development of Jerónimo Martins aims to satisfy continuously the legitimate interests of its shareholders while contributing to the economic growth and to the sustainable development of the regions in which it operates, continuing being a corporate benchmark identity, holding trustful brands and banners. 12

13 R&C 07 Introduction 2. OPERATING AND FINANCIAL HIGHLIGHTS 13

14 R&C 07 Introduction Net Debt ' 000, % 250% 200% % % 50% Debt Debt / EBITDA Gearing 0% 14

15 R&C 07 Introduction EBITDA Margin % of Sales 12.0% 10.0% 8.0% 6.0% 10.1% 10.4% 9.7% 8.2% 7.0% 7.5% 7.5% 6.7% 6.0% 6.0% 7.8% 8.5% 8.0% 5.5% 4.6% 4.4% 4.9% 5.1% 5.3% 5.9% 4.0% 2.0% 0.0% Retail Cash & Carry Madeira Biedronka

16 R&C 07 Introduction Ownership Consolidation Sale s (M illion e uro) EBITDA Margin ℵ% Nr. Store s 07 Sales Area (sqm ) 07 Sales/ sqm * 07 LFL % 07/06 F O O D D I S T R I B U T I O N Portugal M ainland Portugal Madeira Poland Supermarkets (Leader) 51% I 1.136,8 967,6 17,5% ,7 8,7% 7,0% 8,2% Hypermarkets (3 rd Player) 51% I 800,9 739,7 8,3% ,0-2,0% Cash & Carry (Leader) 100% I 626,1 602,2 4,0% 6,0% 6,0% ,7 3,6% (Lidosol) Supermarkets 9,0 12,7% 75,5% I 123,3 111,1 10,9% 4,6% 5,5% (J.G.Camacho) Cash & Carry 8,5-0,9% Retail Stores (Leader) 100% I 2.392, ,5 39,5% 5,9% 5,3% ,6 21,1% M A N U F A C T U R I N G Portugal Margarine, Olive Oil, Seed Oil Ready to Drink Tea & Savoury Home Care & Personal Care 45% P Ice Cream Representation & M arketing Services 100% I Chocolats 51% I 322, ,7-1,7% 11,3% 14,2% CONSOLIDATED 5.349, ,2 21,4% 6,6% 7,2% * in lo cal currency ('000) I - Integral P - Proportional 16

17 R&C 07 Introduction 3. CORPORATE BODIES Election Date: 30 th March 2007 Composition of the Board of Directors elected for the term President of the Board of Directors Elísio Alexandre Soares dos Santos 73 years old; President of the Group since February Executive Board Members: CEO and Responsible for the Financial Area (CFO) Luís Maria Viana Palha da Silva 52 years old; President of the Executive Committee since 2004; Executive Member of Jerónimo Martins, SGPS, S.A. Board since Responsible for Food Distribution Operations Pedro Manuel de Castro Soares dos Santos 48 years old; Member of the Executive Committee; Executive Member of Jerónimo Martins, SGPS, S.A. Board since Responsible for Manufacturing Operations and Representation and Marketing Services José Manuel da Silveira e Castro Soares dos Santos 45 years old; Member of the Executive Committee; Executive Member of Jerónimo Martins, SGPS, S.A. Board since Non-Executive Members of the Board: António Mendo Castel-Branco Borges 59 years old; Non-Executive Member of the Jerónimo Martins, SGPS, S.A. Board since Hans Eggerstedt 69 years old; Non-Executive Member of the Jerónimo Martins, SGPS, S.A. Board since Rui de Medeiros d Espiney Patrício 75 years old; Non-Executive Member of the Jerónimo Martins, SGPS, S.A. Board since

18 R&C 07 Introduction Artur Eduardo Brochado dos Santos Silva 66 years old; Non-Executive Member of the Jerónimo Martins, SGPS, S.A. Board since Nicolaas Pronk 45 years old; Non-Executive Member of the Jerónimo Martins, SGPS, S.A. Board since Single Auditor and External Auditor: PricewaterhouseCoopers & Associados Sociedade de Revisores Oficiais de Contas, Lda. Palácio Sottomayor, Rua Sousa Martins, 1 3º, Lisboa Represented by: Jorge Manuel Santos Costa, R.O.C. Substitute: José Manuel Henriques Bernardo Corporate Secretary: Henrique Manuel da Silveira e Castro Soares dos Santos Substitute Secretary: António Neto Alves President of the Shareholder s General Meeting: João Vieira de Castro Secretary of the Shareholder s General Meeting: Tiago Ferreira de Lemos 18

19 R&C 07 Introduction 4. BUSINESS AND OWNERSHIP STRUCTURE 4.1. Business Structure PINGO DOCE - Supermarkets DISTRIBUTION PORTUGAL POLAND FEIRA NOVA - Hypermarkets / Mini-hypermarkets RECHEIO - Cash & Carry BIEDRONKA Retail Stores BLISKA (Apteka Na Zdrowie) Pharmacies MANUFACTURING PORTUGAL UNILEVER JERÓNIMO MARTINS - Spreads & Cooking, Olive Oil, Ready to Drink Tea, Soups, Savoury, Home & Personal Care, Ice Cream and Food Products SERVICES PORTUGAL JMD - Agency & Marketing Services Food and Cosmetics JM RESTAURAÇÃO Specialised Retail Coffee Shops, Ice Cream Stores & Sandwich Stores HUSSEL - Specialised Retail Sweets & Chocolates 19

20 R&C 07 Introduction 4.2. Ownership Structure 20

21 R&C 07 Introduction 5. MANAGEMENT STRUCTURE Jerónimo Martins, SGPS, S.A. is the Group's Holding Company, which encompasses three distinct Business Areas: (1) Food Distribution, (2) Manufacturing and (3) Marketing, Representations and Restaurant Services. Food Distribution is divided into geographical areas of operation, in Portugal and Poland. In Portugal, the Operating Companies Pingo Doce and Feira Nova have the following Divisions in their organisation structure: Operations, Category Management, Marketing, Technical and Controller. With regard to Recheio, apart from the aforementioned Divisions, there are also the following: Food Service, Information Systems, and Human Resources. For the operation in Madeira, its structure also requires the following areas, although on a more reduced scale: Logistics, Quality Control and Human Resources. In each case, the abovementioned areas have a direct report to the Managing Director of the Company. It should also be noted that there are Functional Divisions in Retail Operations in Portugal organisation structure, providing services across the Operating Companies in each of the respective areas, namely Human Resources, Sourcing, Logistics, Perishables, Quality Control, Financial, Information Systems, Customer Ombudsman, Market Surveys, Expansion and Legal Services. In this way, there is an effort to maximize the Group's synergies in terms of scale, resources and know-how, as well as to guarantee the necessary focus on business formats and on the consumer. The Operating Companies and the Distribution Functional Divisions are represented on the Distribution Portugal Executive Board, a body that chairs the coordination and deliberation of strategic decisions regarding the business. On the other hand, Poland follows a management structure in which the head of the Business Division is responsible for the areas of Category Management, Marketing, Operations, Technical, Human Resources, Logistics, Financial, Quality Control and Information Systems. Following the merger of the former Companies FimaVG, Bestfoods, LeverElida and IgloOlá into Unilever Jerónimo Martins, the management structure of the Manufacturing area is based on a Management Board, made up of members nominated by the partners Jerónimo Martins SGPS, S.A. and Unilever. An Executive Division reports to this Body, which is made up of the Business Units Food, Personal and Home Care and Out of Home Divisions, as well as the Functional Divisions of Sales, Human Resources, Supply Chain (which encompasses Purchasing, Planning, Logistics, Customer Service, Quality Control and Productive Units), Financial, Legal, Communications and Information Systems. Jerónimo Martins Distribuição is in charge of Jerónimo Martins Distribuição de Produtos de Consumo, Jerónimo Martins Restauração e Serviços and the PGJM, Caterplus and Hussel joint ventures. All Companies are responsible for their operations and business managements, although Jerónimo Martins Distribuição provides its sister companies with Financial Information Systems and Logistics services. 21

22 R&C 07 Introduction Jerónimo Martins, SGPS, S.A. also includes a number of Functional Divisions whose responsibility is to support and advise the Executive Committee, the Board of Directors and the Companies of the Group, about the specific situation of each area: Human Resources, Development and Strategy, Planning and Control, Consolidation and Accountancy, Internal Auditing, Financial Operations and Risk Management, Special Projects, Investor Relations, Tax, Legal Affairs, Communications and Safety. Each of these Functional Management Divisions of the Group's Holding Company is responsible for ensuring consistency of approach for each of the objectives defined. Their activities are described in the Corporate Governance Report. 22

23 R&C 07 Introduction 6. FINANCIAL GLOSSARY * EBITDA Margin = (+ Operating Results + Depreciation + Goodwill Amortisation - Non-Recurrent Operating Results) / Net Sales & Services EBITA Margin = (+ Operating Results + Depreciation - Non-Recurrent Operating Results) / Net Sales & Services OIC (Operating Invested Capital) = + Gross Goodwill + Net Fixed Assets + Working Capital NOIC (Non Operating Invested Capital) = + Goodwill Accumulated Amortisation + Net Financial Investments + Deferred Taxes Provision + Income Tax Provision Pre-Tax ROIC (Return, before taxes, on Invested Capital) = [Sales & Services / (OIC + NOIC Deferred Taxes provision - Goodwill Acc. Amortisation) average] x EBITA Margin Cash Flow = + Net Results + Amortisation, Depreciation and Provisions - Deferred Taxes - Non Recurrent Items (operating, disposals and financial) Net Debt = + Bonds + Bank Loans + Other loans - Marketable securities and bank deposits + Leasing + Accrued interest Gearing = + Net Debt / + Shareholders funds 23

24 R&C 07 Introduction Interest Cover Ratio + EBITA / [+ Financial Results (excluding non recurrent items) - Partners loans interest] Like For Like sales: Sales made by stores that operated under the same conditions in two periods. Excludes stores opened, closed or which suffered major remodelling works in one of the periods. * This financial glossary is based on the income statement by functions 24

25 R&C 07 Introduction 7. CONTACTS Aiming to facilitate the direct access to some of Jerónimo Martins Group entities the following address are disclosed: Elísio Alexandre Soares dos Santos (Chairman of the Group) Luís Palha (Chief Executive Officer) Pedro Soares dos Santos (Member of the Executive Committee - Responsible for Food Distribution Operations) PSSantos@jeronimo-martins.pt José Soares dos Santos (Member of the Executive Committee - Responsible for Manufacturing and Representations and Marketing Services) JSSantos@jeronimo-martins.pt Henrique Soares dos Santos (Company Secretary) HSSantos@jeronimo-martins.pt Cláudia Falcão (Head of Investor Relations and Market Relations Representative) Investor.relations@jeronimo-martins.pt Ethics Committee Comissao.etica@jeronimo-martins.pt Communication Department Comunicacao@jeronimo-martins.pt Human Resources Department Rh@jeronimo-martins.pt Client s Ombudsman provedoradocliente@jeronimo-martins.pt 25

26 II. Corporate Governance Introduction Statement of Compliance Disclosure of Information Organizational Structure and Distribution of Responsibilities Specific Committees Risk Control System Share Price Performance Dividend Distribution Policy Stock Options Plan Business between the Company and Members of the Board, Holders of Qualified Stakes and Companies in a Parent-Subsidiary or Group Relationship Investor Relations Department Remuneration Committee Yearly Amount paid to External Auditor Exercise of Shareholder Voting and Representation Rights Statutory Rules on Exercising Voting Rights Required Deadline for Depositing or Blocking Shares Deadline for Receiving Postal Votes Number of Shares Corresponding to One Vote Company Rules Code of Conduct and Internal Regulations Internal Procedures for Risk Control in Company Activity Measures Likely to Interfere with Public Tender Offers Board of Directors Description of the Board of Directors Executive Committee Structure and Role of the Board of Directors Remuneration Policy of Board of Directors Remuneration of the Members of the Board Communications Policy for Alleged Irregularities Occurring within the Company (Whistleblower Procedure)

27 R&C 07 Corporate Governance INTRODUCTION The modification of the Commercial Companies Code, and the application of Decree- Law 76-A/2006 of 29 March, brought about a profound change in the rules with respect to Corporate Governance in Portugal, particularly in reforming supervision of companies through separation of supervisory functions and accounts review, thus reinforcing the independence and technical competence of members of supervisory bodies. Consequently, last year a revision of the By-Laws was discussed at the General Annual Shareholders Meeting, contemplating the changes imposed by that law in this important matter. Thus, the Company adopted the so-called "Anglo-Saxon" model of governance, with its corporate entities being called: the General Shareholders Meeting, the Board of Directors, the Audit Committee and the Chartered Accountant, as a coherent evolution of the previous monist model. In order to modernise the By-Laws and to adhere to the most advanced practices in the realm of corporate governance, an effort was made to adjust the related issues accordingly, such as: regulating votes by correspondence, the possibility of holding meetings of the Board of Directors using telematic means, as well as establishing the number of absences from meetings (without justification accepted by the Board) which will lead to declaration of definitive absence of the Director. With regard to remuneration, the By-Laws established the maximum percentage of profits from the year that may be delivered to the directors as variable pay. In 2008, and considering that the so-called new Corporate Governance package will enter into effect, Jerónimo Martins will continue to heed the respective recommendations, always seeking to follow the criteria that is interesting to the shareholder and to the market, adjusting its practices, if necessary, in order to provide more rigour and transparency. Therefore, to date the Company has already adopted (or projects that it will adopt this year) the measures that will allow it to comply with the recommendations contained in the new Corporate Governance Code. Since these recommended rules, as devised for 2008, will only take effect in 2009, this report complies with CMVM Regulation No. 7/2001, according to the instructions given by the Comissão do Mercado de Valores Mobiliários (CMVM) itself [Securities and Exchange Commission]. 27

28 R&C 07 Corporate Governance 1. Statement of Compliance The Company fully complies with the recommendations of the Portuguese Securities and Exchange Commission on the Governance of Listed Companies. The Company accepts, however, that in the light of the document in question, it might be thought that there has not been a complete response to the recommendation concerning the individual breakdown of remuneration paid to the Members of the Board of Directors. In this respect, the Company maintains the view that there are other options for verifying the internal distribution of remuneration and assessing the relationship between the performance of each Company sector and the level of remuneration of the Members of the Board of Directors who are responsible for supervising these sectors, considering that it is attained with indication of global remuneration of Executive Directors on one side, and Non-Executives on the other. In addition, the Board of Directors believes that the internal and external sensitivity that such a disclosure could cause in no way contributes towards improving the performance of its members. Therefore, the Recommendation has been adopted as far as remunerations in collective terms are concerned, and by differentiating the amounts paid to Executive Members (with reference to both the fixed and variable parts) and Non-Executive Members. On the other hand, as occurred last year, the recommendation with regard to the appreciation, by the General Shareholders Meeting, of a statement on the remuneration policy of the Board of Directors was adopted, as it is the Company's understanding that the purpose of this recommendation is fully adhered to by the fact of the Annual Report submitted for Shareholder approval contains the information relevant to remuneration paid in the previous year, as well as the main guidelines defined in relation to the matter in question, which will be tracked by the Remuneration Committee. As it is admitted that another interpretation of this recommendation is possible, and that the CMVM has not recognized the Company's position merit, in 2008 it will opt to autonomously submit that statement to the Shareholders. 28

29 R&C 07 Corporate Governance 2. DISCLOSURE OF INFORMATION JERÓNIMO MARTINS, SGPS, SA Functional Directions Corporate Centre Executive Officer of the Board Food Distribution Manufacturing Services Portugal Poland Unilever JM JMD Apteka Na Zdrowie Pharmacies Biedronka Food Stores Fima Lever Olá Functional Directions Operational Support Victor Guedes PGJM Hussel Caterplus Jerónimo Martins Food Retail and Services Madeira Supermarkets Cash & Carry Pingo Doce Supermarkets Feira Nova Hypermarkets Recheio Cash & Carry 2.1. Organizational Structure and Distribution of Responsibilities Jerónimo Martins SGPS, S.A. is the Holding Company of the Group and as such, responsible for the main guidelines of the various businesses, as well for ensuring consistency between the established objectives and the available resources. The Holding is made up of a group of Functional Divisions which provide both support to the Corporate Centre and services to the Functional and Operating Divisions of the Group's Companies. In operational terms, Jerónimo Martins is organised into three business areas: (i) Food Distribution, (ii) Manufacturing and (iii) Marketing, Representations and Restaurant Services. The first area is organised into Geographical Areas and Operating Divisions Holding Company Functional Divisions The Holding Company is responsible for: (i) defining and implementing the development strategy of the Group's portfolio; (ii) strategic planning and control of the various businesses and its consistency with global objectives; (iii) defining and controlling financial policies and (iv) defining human resources policy, with direct responsibility for implementing the Management Development Policy. The Functional Divisions of the Holding Company are organised in the following way: 29

30 R&C 07 Corporate Governance GRUPO JERÓNIMO MARTINS Functional Divisions of Corporate Support Internal Audit Nuno Sereno Fiscal Affairs Rita Marques Communication Ana Vidal Financial Operations Conceição Tavares Legal Affairs António Neto Alves Planning and Control Ana Luísa Virginia Consolidation and Accounts António Pereira Special Projects Francisco Martins Development and Strategy Margarida Martins Ramalho Human Resources Inês Cavalleri Investor Relations Cláudia Falcão Security Eduardo Dias Costa Internal Audit Assesses the quality and efficiency of systems (both operational and non-operational) of internal control and risk control established by the Board of Directors, ensuring compliance with the Group's Manual of Procedures. The Division also guarantees full compliance with the procedures laid out in the Operations Manual of each business unit and ensures compliance with the legislation and regulations applicable to the respective operations. The activities carried out by this Functional Division can be found in detail later in this chapter. Communication Proposes and implements strategies for external and internal communication. Included in its scope are the areas that provide media advice for the Holding Company and its subsidiaries, internal communications, patronage, communication in the area of Social Responsibility, as well as brand management and managing the institutional image of Jerónimo Martins was marked by the development of innovative communication solutions, which were recognised by the market. Thus, the digital format of the 2006 Accounts Report obtained the award "Best Accounts Report for the Non-Financial Sector" for the second time (Investor Relations and Governance Awards, 2007). Jerónimo Martins' Internet site, through its audio functionality on online content (in Portuguese and English) ensures complete accessibility to the vision-impaired. In media relations, in addition to daily clarifications and numerous press releases, there were five events with Media and members of the Group s Board of Directors. Of these events, the opening of the 1000 th Biedronka store is noteworthy. This event resulted in significant representation by different media sources visiting Poland, Biedronka's stores and its distribution centre. 30

31 R&C 07 Corporate Governance In the Internal Communications area, investments were made in profound reformation of the My JM Portal, in order to ensure an increasingly efficient and complete communication channel. Legal Affairs Responsible for supervising the Group's corporate affairs and for ensuring strict compliance by all its Companies with legal obligations. Legal Affairs also assists the Board of Directors in preparing and negotiating contracts in which Jerónimo Martins is a party, and it heads the development and implementation of strategies for the protection of the Group's interests in the case of legal disputes, and the management of external counselling. In 2007, the Division focused its activity on overseeing compliance with company obligations, particularly in tracking the Group's reorganisation and expansion activities, particularly acquisition of Plus companies in Portugal and Poland to the Tenglemann Group, as well as other smaller-scale acquisitions. Consolidation and Accounting Prepares consolidated financial information in order to comply with legal obligations and supports the Board of Directors, by implementing and monitoring the policies and the accounting principles adopted by the Board and common to all the Companies of the Group. The Division also verifies compliance with obligations stated in the By-Laws. In 2007, activity was centred on supervising conformance with the accounting standards adopted by the Group, supporting the Companies in the accounting assessment of all non-recurring transactions, as well as in the restructuring and expansion activities of the Group. Development and Strategy Guarantees continuous assessment of the markets, identification of the risks, opportunities and major contingencies of the Group s activity in the short-, medium- and long-term, and critical analysis of development plans for the different business areas. It contributes with perspectives on strategic debates that lead to growth projects, both in the current portfolio and in new business areas, and to optimisation initiatives in order to create value. It also ensures mechanisms to define priorities deriving from the strategic debate, and the common and general understanding of the main challenges that face the Organisation, leading to clear and objective communication. In 2007, the Department concentrated its efforts on performing studies, considering consolidation of the debate on the foundations of the strategic plan. In this way, it was able to evaluate the Group's competitive position, showing the businesses' competitive advantages, the areas of potential growth, and differentiation and possible contingencies. In turn, financial analysis, based on historical three-year projections, allowed showing the degree of agreement with the Group's medium- and long-term objectives. A strategic evaluation system was also presented, with trends that would allow a simple reading of the sector and the markets in connection with the projects being developed by the Group. Within this scope, the study of new business opportunities continued to be a central theme of the strategic debate, thus the Department contributed with specific studies for the vast group of initiatives that the Group has been developing in this area. 31

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