Board of Directors
Marcin Węgłowski
Henryk Urbański
Dariusz Blocher
Ignacio Botella
Jacek Daniewski
Artur Czynczyk
a) Composition of the Management Board
As at 31 December 2012, the Management Board of Budimex SA was composed of the following persons:
- Dariusz Jacek Blocher - President of the Management Board, General Director,
- Ignacio Botella Rodriguez - Vice-President of the Management Board,
- Andrzej Artur Czynczyk - Board Member, Chief HR Officer
- Jacek Daniewski - Board Member, Chief Legal Officer
- Henryk Urbański - Board Member, Chief Property Officer
- Marcin Węgłowski - Board Member, Chief Financial Officer
During the period from 1 January 2012 to 31 December 2012, the composition of the Management Board did not change:
- On 8 May 2012, the term of office of Ms. Joanna Katarzyna Makowiecka, Management Board member and Chief HR Officer, was terminated as a result of resigning from performing these functions.
- On 25 May 2012, the Supervisory Board of Budimex SA, under Resolution No. 201, appointed the Chief HR Officer of Budimex SA, Mr. Andrzej Artur Czynczyk, as a Management Board member for the seventh joint term of office covering the years 2011, 2012 and 2013. The seventh term of office of the Management Board of Budimex SA elapses on the date of the General Shareholders’ Meeting of Budimex SA during which the 2013 financial statements are approved.
As at 31 December 2012, joint authorisations to represent the Company together with a member of the Management Board of Budimex SA were granted to the following persons:
- Jose Emilio Pont Pérez
- Jaime Rontome Pérez.
From 1 January 2012 to 31 December 2012, there were no changes in authorised legal representatives.
During 2012, policies concerning the appointment or removal of members of managing bodies as well as the rights of members of these bodies, including the right to take decision on share issuance or redemption, as provided in the Articles of Association, did not change.
b) Composition of the Supervisory Board and its Committees
As at 31 December 2012, the Supervisory Board of Budimex SA was composed of the following persons:
- Marek Michałowski - President of the Supervisory Board,
- Alejandro de la Joya Ruiz de Velasco - Vice-President of the Supervisory Board,
- Tomasz Paweł Sielicki - Secretary,
- Marzenna Anna Weresa - Supervisory Board Member,
- Igor Adam Chalupec - Supervisory Board Member,
- Javier Galindo Hernandez - Supervisory Board Member,
- Jose Carlos Garrido-Lestache Rodriguez - Supervisory Board Member,
- Piotr Kamiński - Supervisory Board Member,
- Maciej Stańczuk - Supervisory Board Member.
During the period from 1 January 2012 to 31 December 2012, the composition of the Supervisory Board did not change.
As at 31 December 2012, the Audit Committee was composed of the following persons:
- Marzenna Weresa – Chairman,
- Javier Galindo Hernandez – Member,
- Jose Carlos Garrido - Lestache Rodriguez – Member.
The composition of the Audit Committee did not change in 2012.
As regards the independence of an Audit Committee member, provisions of the following apply: Article 56 section 3 point 1, 3 and 5 of the Act on Statutory Auditors and their Self-Governance, Audit Firms Authorized to Audit Financial Statements and Public Oversight, dated 7 May 2009, and criteria of independence with regard to the company and entities materially related to the company, within the meaning of the Best Practices of WSE Listed Companies (Policy 6 Section III Best Practices for Supervisory Board Members).
The status of independence of a Supervisory Board member is determined by the Company in accordance with the criteria defined in the Procedure for Integrated Management System No. 05-05 relating to obtaining information from Supervisory Board members and publication of this information, based on representations filed by Board members and based on Article 56 section 3 point 1, 3 and 5 of the Act on Statutory Auditors and their Self-Governance, Audit Firms Authorized to Audit Financial Statements and Public Oversight, dated 7 May 2009.
The Investment Committee was composed of the following persons:
- Maciej Stańczuk - Chairman,
- Alejandro de la Joya Ruiz de Velasco - member,
- Javier Galindo Hernandez – member.
The composition of the Investment Committee did not change in 2012.
The Remuneration Committee was composed of the following persons:
- Marek Michałowski - chairman,
- Igor Chalupec - member,
- Alejandro de la Joya Ruiz de Velasco - member.
The composition of the Remuneration Committee did not change in 2012.