Assembleia da República (Assembly of the Republic)
(This is not an official translation of the law)
Approves the law that restructures the public radio and television service concessionary
Pursuant to point c) of Article 161 of the Constitution, the Assembly of the Republic hereby decrees as follows:
Rádio e Televisão de Portugal, S.A.
Nature, purpose and statutes
1 - By virtue of this law, the main purpose of Rádio e Televisão de Portugal, SGPS, S.A. is to provide public radio and television services, in compliance with Radio and Television Laws and the respective concession contracts, being hereby renamed Rádio e Televisão de Portugal, S.A.
2 - Rádio e Televisão de Portugal, S.A. shall incorporate Radiotelevisão Portuguesa - Serviço Público de Televisão, S.A., Radiodifusão Portuguesa, S.A., and RTP - Meios de Produção, S.A.
3 - Rádio e Televisão de Portugal, S.A. is a company with exclusively public capital.
4 - Rádio e Televisão de Portugal, S.A. is also entitled to pursue any other industrial or commercial activities related to radio or television activities, provided that the provision of public radio and television services is not impaired or affected.
5 - The statutes of Rádio e Televisão de Portugal, S.A., are published as annexes hereto, and form an integral part hereof.
6 – The statutory provisions on the composition, appointment, removal from office and responsibilities of the board of directors, responsibilities of the head of programming and information, the opinion council, the listener ombudsman and viewer ombudsman, the parliamentary monitoring of the activity of Rádio e Televisão de Portugal, S.A., shall be amended only by law.
1 – As a result of paragraphs 1 and 2 of the preceding article, Rádio e Televisão de Portugal, S.A. is deemed the holder of the public radio and television service concessions, being responsible for the direct operation of the respective programming services.
2 - The associated RDP and RTP brands shall be maintained, respectively for the provision of the radio and television public services.
3 – The public radio and television services shall act in full editorial autonomy as regards their programming and information activities.
4 – The delegation of Radiotelevisão Portuguesa - Serviço Público de Televisão, S.A., and of Radiodifusão Portuguesa, S.A. in the Autonomous Regions of the Azores and Madeira shall converge into a single regional centre, and the provisions of paragraphs 2 and 3 shall apply mutatis mutandis.
1 – The share capital of Rádio e Televisão de Portugal, S.A. is at present €710948965, having been fully paid by the State.
2 - Shares representing the total share capital of Rádio e Televisão de Portugal, S.A., shall be held directly by the main department of the Treasury but they may be managed by another legal person under public law or a public sector body.
3 - The rights of the State, as shareholder of Rádio e Televisão de Portugal, SGPS, S.A., shall be exercised by a representative appointed by joint order of members of the Government responsible for the media and finance areas.
The management bodies of Rádio e Televisão de Portugal, S.A. are the general assembly, the board of directors and the single auditor, with the responsibilities set out by law and the respective statutes.
Rádio e Televisão de Portugal, S.A., is also provided with an opinion council, composed mostly of members put forward by associations and other entities representing different areas of public opinion, under the terms laid out in the respective statutes.
Listener ombudsman and viewer ombudsman
A listener ombudsman and a viewer ombudsman shall work with Rádio e Televisão de Portugal, S.A., in accordance with assignments provided for in the respective statutes.
Formalisation and registration
Registration and exemptions
1 – This law is a sufficient basis for verifying and formalising legal documents provided for herein, including those of registration.
2 – Insofar as the conditions of the legal regime provided for in Decree-Law no. 404/90, of 21 December, are met, all deeds undertaken to implement the provisions of this law, including the stipulated registration of transfers of goods and of the statutes of Rádio e Televisão de Portugal, S.A., shall be exempt from any fees, IMT (municipal transfer duty on immovable property) and stamp duty.
3 - All documents provided for herein shall be officially drawn up by the competent public institutions.
4 – Paragraphs 2 and 3 shall not apply to documents drawn up by registration offices.
5 – The lack of registration shall not prevent the statutes of Rádio e Televisão de Portugal, S.A. from taking effect, pursuant to article 14.
6 – Taking into account the tax neutrality of operations arising from article 2, and also paragraph 6 of article 69 of the IRC Code (corporation turnover tax), the taxable profit of the incorporating body may deduct the group’s fiscal losses, not yet deducted, in compliance with the special regime of taxation of groups of companies, pursuant to general rules on loss carry-overs.
As long as Rádio e Televisão de Portugal, S.A.is owned by a single shareholder, general meetings of the company need not be held and the respective company decisions need only to be recorded in a signed memorandum by the representative of that shareholder.
Final and transitory provisions
1 – The legal position of employer, in employment contracts or service provision contracts, held by Rádio e Televisão de Portugal, SGPS, S.A., Radiotelevisão Portuguesa - Serviço Público de Televisão, S.A., Radiodifusão Portuguesa, S.A., and RTP - Meios de Produção, S.A., shall be transferred to Rádio e Televisão de Portugal, S.A., while respecting general legislation on the effects on labour relations of company or establishment transfer.
2 – The collective works agreements binding on Rádio e Televisão de Portugal, SGPS, S.A., Radiotelevisão Portuguesa - Serviço Público de Televisão, S.A., Radiodifusão Portuguesa, S.A., and RTP - Meios de Produção, S.A. remain in force, in accordance with the conditions and within the time limits laid down therein.
3 - Employees and pensioners of RDP, S.A., transferred from the former Emissora Nacional, maintain their rights and obligations before Rádio e Televisão de Portugal, S.A., and thus remain subject to the legal regime formerly applicable.
The transfer to Rádio e Televisão de Portugal, S.A. of any contracts binding on companies hereby incorporated, shall in no way be considered as changed circumstances.
Share capital increase
The capital of Rádio e Televisão de Portugal, S.A. will be increased by capital contributions provided for in the company's financial restructuring agreement signed between Rádio e Televisão de Portugal, SGPS, S.A. and the Portuguese State on 22 September 2003.
All legal references made to Rádio e Televisão de Portugal, SGPS, S.A., Radiotelevisão Portuguesa - Serviço Público de Televisão, S.A., Radiodifusão Portuguesa, S.A., and RTP - Meios de Produção, S.A. shall be deemed as references to Rádio e Televisão de Portugal S.A.
Law no. 33/2003, of 22 August, is hereby repealed.
Taking of effect
This law, as well as the attached statutes, shall take effect as from 1 January 2007.
Approved on 4 January 2007.
The President of the Assembly of the Republic, Jaime Gama.
Promulgated on 2 February, 2007.
Let it be published.
The President of the Republic, ANÍBAL CAVACO SILVA.
Countersigned on 5 February 2007.
The Prime Minister, José Sócrates Carvalho Pinto de Sousa.
STATUTES OF RÁDIO E TELEVISÃO DE PORTUGAL, S.A.
Name, head office, duration and purpose of the company
Form and name
1 - The company adopts the form of public limited liability company and the name Rádio e Televisão de Portugal, S.A.
2 – The company is governed by these statutes and applicable general or special legislation.
Head office and representation
1 - The head office of the company is in Lisbon, at Avenida do Marechal Gomes da Costa, 37.
2 - Upon decision of the board of directors, the company may move its head office to another location within the same municipality or in an adjoining municipality.
3 - The company is provided with a regional centre in each Autonomous Region, suitably equipped to produce own programmes within the respective budgetary limit and responsible for monitoring the day-to-day management, according to rules defined for the whole company.
4 – The company may establish or extinguish, anywhere within or outside national territory, of agencies, delegations or any other form of company representation.
5 - The duration of the company is for an indeterminate period.
1 - The purpose of Rádio e Televisão de Portugal, S.A. is to provide public radio and television services, in compliance with Radio and Television Laws and the respective concession contracts.
2 – The company is also entitled to pursue any other industrial or commercial activities related to radio or television activities, provided that the provision of public radio and television services is not impaired or affected, namely:
a) Advertising, pursuant to the respective concession contracts;
b) Producing and providing to the public products related to radio and television services, namely programmes and publications;
c) Providing technical consultancy and professional training services and cooperation with other entities, national or foreign, especially with similar entities in Portuguese-speaking countries;
d) Participating in investments in the production of cinematographic and audiovisual works.
Responsibility for content
1 - The responsibility for programme selection and content of programme services of Rádio e Televisão de Portugal, S.A., is held by the respective heads.
2 – The responsibility referred in the preceding paragraph shall comply with the management guidelines defined by the board of directors, within the strict scope of their responsibilities and according to objectives and obligations, namely those of the public service, provided for in Radio and Television Laws and the respective concession contracts.
3 – The management guidelines referred in the preceding paragraph shall not focus on matters concerning the editorial responsibility for information of programme services of Rádio e Televisão de Portugal, S.A., which is held directly and exclusively by the head in charge of the respective area.
4 – The Assembly of the Republic, the Entidade Reguladora para a Comunicação Social (Regulatory Authority for the Media) and the opinion council of Rádio e Televisão de Portugal, S.A. shall assess, in the scope of the respective responsibilities, the compliance by Rádio e Televisão de Portugal, S.A. with the public service objectives and obligations.
5 - Rádio e Televisão de Portugal, S.A. shall ensure the contribution of regional centres and delegations for the respective programming and information.
1 – The board of directors of Rádio e Televisão de Portugal, S.A. shall keep the Assembly of the Republic briefed on the compliance with public radio and television services, namely by submitting annual work programmes and budget, as well as the work and accounts reports.
2 – The members of the board of directors of Rádio e Televisão de Portugal, S.A., those in charge of programming and information of the respective programme services and ombudsmen are subject to an annual audition held at the Assembly of the Republic.
3 – The first parliamentary audition of members of the board of directors shall be held immediately after they have taken office.
4 – Irrespective of paragraph 2, the Assembly of the Republic may convene at any moment the referred entities to provide clarifications on the operation of the public service.
5 – The directors of regional centres are subject to an annual audition held at the respective legislative assembly of the region.
Capital and shares
Capital, shares and State representation
1 - The share capital of Rádio e Televisão de Portugal, S.A. is at present €710948965, and has been fully paid by the State.
2 – The share capital is divided into shares with a nominal value of (Euro) 5 each, which may be represented by securities of 1, 10, 15 and 100 shares and in multiples of 100 to 10,000.
3 - Shares are nominative and may not be converted into bearer shares, although under the terms of the applicable legislation, the issue or conversion into deeds, which follow the regime of nominative shares, is hereby authorized.
4 - Shares representing capital shall belong exclusively to the State, legal persons governed by public law, public companies or wholly publicly owned companies.
1 - The management bodies of the company are the general assembly, the board of directors and the single auditor.
2 - The members of management bodies are appointed for a 4-year renewable term, the civil year of appointment being deemed complete.
3 - The members of management bodies take up office from the moment they are elected and shall pursue their duties until the respective substitutes have been elected.
Composition and operation
1 - The general assembly is formed of shareholders with the right to vote.
2 - Every 1000 shares corresponds to one vote.
3 - The members of the board of directors and the single auditor shall be present at the meetings of the general assembly and may be associated to its work, but shall not, in that capacity, have the right to vote.
4 - Decisions are taken by a majority of votes of shareholders present or represented, where the law or statutes do not require a greater number.
The general assembly shall exercise the responsibilities assigned herein and in general law, especially:
a) To elect and discharge the bureau of the assembly, the members of the board of directors and the single auditor;
b) To decide on any alterations to Statutes and increases of capital, without prejudice to paragraph 5 of article 1 of the law that approves these Statutes;
c) To decide, according to the status of public manager, on the remuneration of the members of management bodies, for which purpose they may appoint a salary committee;
d) To discuss and vote the balance sheet and accounts, and the declaration of the single auditor, and to decide upon the application of profits from the financial year;
e) To decide on the constitution of a reserve fund, with no maximum limit, constituted by the transfer of net profits gained in each financial year;
f) To establish the value above which the acquisition, transfer or mortgaging of rights is subject to authorization, including that affecting moveable and immovable property and shares;
g) To authorise loans in compliance with paragraph 3 of article 2 of the law of the public radio and television broadcasting service financing;
h) To decide upon the issue of bonds;
i) To decide, through qualified voting by a two-thirds majority, on the separation of parts of the company's assets or operations, taking into account their allocation to new companies which may be established or in whose capital it wishes to participate;
j) To approve the annual business plan, as well as investment plans;
l) To give opinion on any other matter for which it has been convened.
Bureau of the general assembly
1 - The bureau of the general assembly consists of a chairman, a deputy chairman and a secretary.
2 - The general assembly is convened by the chairman not less than 30 days before the date thereof, with specific indication of the matters to be discussed.
3 - Absences are compensated for under the terms of commercial law.
1 - The general assembly will meet at least once a year and where the board of directors or single auditor deems it necessary, or where the meeting is requested by shareholders representing at least 10% of the capital, in a letter indicating precisely the matters to be discussed, duly grounded.
2 - For the purposes of points a), b) and i) of article 9, the general assembly can only meet validly if all shareholders representing the majority of the share capital are present.
Board of directors
1 - The board of directors consists of five members, one of whom is a chairman and one deputy chairman.
2 – The board of directors comprises executive directors only.
Removal from office
1 - The members of the board of directors may only be removed from office before the expiry the respective mandate:
a) Where it can be proved that there was a serious misconduct in the performance of their duties or in the compliance with any other obligation carried by the post;
b) In the event of serious and repeated infringements of the concession contract for the public radio or television service;
c) In the event of permanent disability.
2 – The decision on removal from office grounded on point b) above shall only be made following a favourable opinion from the Entidade Reguladora para a Comunicação Social.
It is incumbent upon the board of directors:
a) To ensure compliance with objectives provided for in Radio and Television Laws and the respective concession contracts of public radio and television service;
b) To manage company business and undertake all deeds relating to the company’s purpose that do not otherwise fall under the scope of responsibilities attributed to other management bodies;
c) To represent the company in and out of court, actively and passively, with the capacity to withdraw, reach a compromise and admit in any legal proceedings, and to undertake to respect, upon arbitration convention, the decision of arbitrators;
d) To acquire, sell or in any other way transfer or mortgage rights, including those affecting movable or immovable property, and company shares, without prejudice to assignments of the general assembly in this matter;
e) To decide on the constitution of other funds, in addition to the reserve fund assigned to the general assembly, and on the necessary arrangements to prevent risks of depreciation or losses to which certain kinds of facilities or equipments may be particularly subject;
f) To decide on the establishment and closure, anywhere within or outside national territory, of agencies, delegations or any other form of company representation;
g) To establish the technical and administrative organisation of the company and the regulation of its internal operation, namely permanent staff and their respective remuneration;
h) To appoint and remove from office those in charge of programming and information contents, without prejudice to responsibilities assigned by law to the Entidade Reguladora para a Comunicação Social;
i) To appoint representatives endowed with powers deemed appropriate;
j) To exercise other responsibilities assigned by law or by the general assembly.
1 - The chairman of the board of directors, in particular, is empowered:
a) To represent the board in and out of court;
b) To coordinate the activity of the board of directors, convening and moderating the respective meetings;
c) To exercise the casting vote;
d) To ensure that the decisions of the board of directors are duly carried out.
2 - In his absence, or in the event of impediment, the chairman is substituted by the deputy chairman.
1 - The board of directors shall establish dates or the frequency of its ordinary meetings and hold extraordinary meetings convened by the chairman, on his own initiative, or at the request of two directors.
2 - The board of directors may not reach decisions without the presence of the majority of its active members, except in the case of an emergency acknowledged as such by the chairman, in which case the votes may be cast by mail or by proxy through another director.
3 -The decisions of the board of directors will always be recorded in minutes which shall be approved by a majority vote of the members present, with the chairman or his legal substitute possessing the casting vote.
1 – The company is bound:
a) By the signature of two members of the board of directors;
b) By the signature of one director, within the scope of the powers which have been expressly delegated to him;
c) By the signature of representatives granted the corresponding power of attorney.
2 - In matters of minor consequence, the signature of one director will be sufficient.
3 - The board of directors may decide, in compliance with legal terms, that certain documents of the company are signed by mechanical processes or with a stamp.
1 – The supervision of the company is carried out by a single auditor elected in general assembly, which also elects a deputy.
2 - The single auditor and deputy shall be chartered accountants or chartered accountancy companies.
3 - The single auditor may be assisted by technicians specially appointed or contracted for this purpose, and also by companies specializing in auditing work.
4 - The single auditor must request every year that an audit be carried out of the application of loans granted by the State.
In addition to the responsibilities laid out in general law, the single auditor is especially empowered:
a) To examine the company's books where deemed appropriate, and at least once a month;
b) To issue declarations on the budget, balance sheet, inventory and annual accounts;
c) To request the convening of extraordinary meetings of the general assembly where deemed appropriate;
d) To request the opinion of the board of directors on any matter deemed necessary;
e) To provide opinion on any matter submitted by the board of directors.
The board of directors may appoint a company secretary and a deputy to perform the tasks stipulated by law.
1 - The Opinion Council consists of:
a) Ten members elected by the Assembly of the Republic according to the Hondt highest averages method;
b) A member appointed by the Legislative Assembly of the Autonomous Region of the Azores;
c) A member appointed by the Legislative Assembly of the Autonomous Region of Madeira;
d) A member appointed by the Associação Nacional de Municípios Portugueses (National Association of Portuguese Municipalities);
e) Two members appointed by trade unions and two members appointed by employer associations;
f) A member appointed by the most representative religious faiths;
g) A member appointed by television viewers’ associations;
h) A member appointed by parents’ associations;
i) A member appointed by family protection associations;
j) A member appointed by youth associations;
l) A member appointed by Portuguese authors’ associations;
m) A member appointed by the section of non-governmental bodies of the advisory council of the Comissão para a Igualdade e para os Direitos das Mulheres (Commission for Equality and Women’s Rights);
n) A member appointed by the Conselho Consultivo para os Assuntos da Imigração (Advisory Council for Immigration Affairs);
o) A member appointed by associations of disabled or incapacitated people;
p) Two members appointed by consumer protection associations;
q) Two members of an acknowledged merit, co-opted by the other members of the council.
2 - The chairmen of the general assembly and of board of directors, and the single auditor, may attend the meetings of the opinion council and be associated to its work, however, they do not hold the right to vote.
3 – The members of the opinion council are appointed for a 4-year renewable term.
4 - The members of the opinion council are independent in the performance of their tasks with respect both to other management bodies of Rádio e Televisão de Portugal, S.A. and to bodies who appointed them.
1 – It is incumbent upon the opinion council:
a) To assess the business plans and budget for the forthcoming year, as well as multi-annual plans of the company;
b) To assess reporting and accounting information;
c) To monitor de activity, as well as to provide opinion on the compliance with the public radio and television service, taking into account the respective programming and investment plans general basis, and to hear, to that effect, those in charge of the programming and information selection and contents of Rádio e Televisão de Portugal, S.A.;
d) To analyze the activity of the company in the scope of cooperation with Portuguese-speaking countries and the provision of support for Portuguese communities abroad;
e) To provide opinions on concession contracts to be established with the State;
f) To elect the chairman, from amongst its members;
g) To provide opinion upon any matters submitted by management bodies;
h) To provide a binding opinion on the persons appointed for the position of listener ombudsman and viewer ombudsman.
2 – The company’s management bodies, as well as those in charge of programming and information areas, shall cooperate with the opinion council in the performance of its duties.
The opinion council holds ordinary meetings three time per year to assess matters within its competence, and extraordinary meetings upon request from the majority of its members.
1 - The listener ombudsman and the viewer ombudsman shall be nominated among persons of universally recognised professional merits, credibility and personal integrity, who in the past five years have been employed in the media area.
2 - The board of directors of Rádio e Televisão de Portugal, S.A. shall nominate the listener ombudsman and the viewer ombudsman and notify the referred nomination to the opinion council up to 30 days prior to the end of their term of office.
3 - The nominated names for the posts of listener ombudsman and viewer ombudsman are subject to the binding opinion of the opinion council.
4 - Where the opinion council fails to give a binding opinion within 30 days from the date the nomination is notified, the opinion shall be deemed to be favourable.
5 - Save where the opinion council gives an adverse opinion, duly grounded on the failure to fulfil the requirements provided for in paragraph 1 hereof, the listener ombudsman and the viewer ombudsman shall be empowered by the board of directors, within five days at most from the date of issue of the opinion given by the opinion council or, in the event of absence thereof, from the time limit set out in the preceding paragraph.
1 – The listener ombudsman and viewer ombudsman are independent from the bodies and structures of the public radio and television service concessionaire, as well as from the respective operators, without prejudice to the remunerations due thereto.
2 – The term of office of the listener ombudsman and viewer ombudsman shall be two years, and may be extended once, under the preceding article.
3 - The term of office of the listener ombudsman and viewer ombudsman shall cease only where the following situations take place:
a) Death or permanent incapacity of the incumbent;
b) Incumbent’s resignation from his post;
c) Nomination of a new incumbent, following the expiry of a term of office.
1 - Rádio e Televisão de Portugal, S.A., shall provide the listener ombudsman and the viewer ombudsman with the necessary administrative and technical means for the performance of their duties.
3 – The remuneration of the listener ombudsman and viewer ombudsman shall be established by the board of directors of Rádio e Televisão de Portugal, S.A., which shall likewise ensure the expenses needed to pursue their duties.
4 – The bodies, structures and workers of Rádio e Televisão de Portugal, S.A. and of operators of the public radio and television service, and in particular, the respective heads of programming and information services, shall collaborate with the listener ombudsman and the viewer ombudsman, namely by providing all requested information and documents swiftly and in a timely manner, as well as by authorizing the access to their premises and registers, without prejudice to the safeguard of professional secrecy.
1 – It is incumbent upon the listener ombudsman and viewer ombudsman to:
a) Receive and assess the appropriateness of complaints and suggestions put forward by listeners and viewers as far as contents broadcasted and respective format presented by public radio and television services are concerned;
b) Give opinions on complaints and suggestions received, forwarding them to management bodies and other responsible persons involved;
c) To inquire into and draw conclusions on criteria adopted and methods used to prepare and present programming and information services broadcasted by public radio and television services;
d) To convey to listeners and viewers their opinions on contents broadcasted by public radio and television services;
e) To guarantee the edition in the main programming services of a weekly programme on matters within their competence, of at the least fifteen minutes’ duration, to be broadcasted in an appropriate schedule;
f) To prepare an annual report on their activity.
2 - The listener ombudsman and viewer ombudsman shall hear the head of information services and the head of programming services, depending on the issue at hand, as well as persons who are the object of complaints or suggestions, in advance of the adoption of opinions, which shall be disclosed thereafter.
3 – The opinions and conclusions referred to in paragraphs b) and c) of paragraph 1 hereof shall be notified at all times to those responsible for the services and persons involved, who in their turn shall notify a substantiated reply to the respective ombudsman and adopt the necessary measures, within a deadline set out by the ombudsman, or, in the absence thereof, within five days at the most.
4 – The annual reports prepared by the listener ombudsman and viewer ombudsman shall be submitted to the Entidade Reguladora para a Comunicação up to 31 January each year, and disclosed on an annual basis by operators acting in accordance with the concession of the public radio and television services, through the respective website or any other means deemed appropriate.
Company financial years and application of profits
1 - The economic and financial management of the company is programmed and controlled by annual and multi-annual activity and financial plans, and by annual operation and investment budgets that assign the resources required to cover forecast expenses.
2 - Financial plans shall provide for the development of expenses, projected investments and sources of financing.
3 - Multi-annual plans shall be updated every year and shall reflect the company's medium-term strategy, integrated into the guidelines defined in the planning for the sector in which the company operates.
4 - Financial years coincide with calendar years.
Application of profits
The profits from the financial year, duly approved, are applied as follows:
a) A minimum of 10% for the constitution or possible addition back to the legal reserve, until the required amount is reached.
b) The remainder for purposes that the general assembly decides to be in the interest of the company.
General labour law or civil law applies to company staff, in accordance with the nature of the respective legal obligation.