Company Alfa S.A. dedicates to manufacturing (laser cutting) and commercialization of metal components for different industries, in particular the automotive industry. One of the main clients is PEUGOT in France.

This company was formed about 15 years ago and has always been owned in two equal parts of 50% for each of its two managing partners.

In last year accounts company Alfa S.A. had a turnover of 20 million euros. It has 100 about employees.

Your company, the acquiring company, just acquired 60% of the share capital of company Alfa S.A.. Your company is one is of the leading companies in the metal sector in Portugal with a very strong financial capacity.

The acquiring company is family owned in which the management is done by the parents and two sons. Sons are 25 and 27 years old.

Submit a suggestion concerning the Corporate Governance model that may be adopted in the post-acquisition of Alfa S.A.

3. Legal and regulatory Guidelines concerning Corporate Governance in Portugal OECD The OECD principles on Corpotate Governance state: It must be considered the denomination of non-executive members and independent members to the board. In the cases where there are committees on the board, their duties and composition must be defined. The information abo corporate governance policy must be disclosed. The nomination and election of the board must be a formal and transparent process. Corporate Governance Sarbanes-Oxley Act Sarbanes-Oxley Act is mandatory for companies with listed stocks on the NYSE. It provides: . Periodic evaluation of the effectiveness of the structure and internal control procedures Obligatoriness of an audit committee (at least one member must be an expert in finance) The