Corporate Governance Policies

Corporate governance policies at Budimex SA and public availability of the underlying document

The Company applied in 2012 the “Best Practices of WSE Listed Companies” adopted by the resolution of the WSE Supervisory Board dated 4 July 2007, as amended, while further suspending the application of Policy No. 10 point 2 and 3 of Section IV “Best Practices Applied by Shareholders” (current report in this matter was filed on 8 March 2011).

In 2012, due to the amendment of the best practices adopted by the WSE’s Supervisory Board in 2011 (resolutions of the WSE’s Supervisory Board of 31 August 2011 and 19 October 2011), by Resolution No. 171 of 26 April 2012, the Ordinary General Shareholders’ Meeting of the Company adopted for use the “Best Practices of WSE Listed Companies” in their new wording, save for the above point 2 and 3 of Policy No. 10 in Section IV of the “Best Practices Applied by Shareholders”. Its adoption by the General Meeting was preceded by appropriate resolutions of the Management Board (of 28 September 2011 and 29 November 2011) and the Supervisory Board (of 13 October 2011 and 14 December 2011).

The document containing corporate governance policies was and is posted on the Company’s website at http://www.budimex.pl.

On 21 November 2012, in Resolution No. 19/130/2012, the Supervisory Board of WSE adopted further amendments of the policies of 4 July 2007.

On 20 December 2012, the Company's Management Board, under Resolution No. 18, adopted for use on 1 January 2013 the “Best Practices of WSE Listed Companies”, as amended on 21 November 2012, save for:

• the option to exercise voting rights in person or through an authorised legal representative during the course of the general meeting, outside of the place of the general meeting, using electronic means of communication - Policy No. 12 in Section I “Recommendations concerning best practices of listed companies”,
• two-way real-time communication process during which shareholders can take the floor during the General Shareholders’ Meeting while being in a place other than the place of the meeting - Policy No. 10 point 2) in Section IV of Best Practices Applied by Shareholders.

The decision in this matter was taken following an analysis covering the matters relating to both technical and legal threats to the correct and efficient execution of the General Shareholders Meeting, whilst considering the number of shareholders who usually participate in the General Shareholders Meeting of the Company. The Company will start to apply Policy No. 12 in Section I and Policy No. 10 point 2 in Section IV of the “Best Practices of WSE Listed Companies” in full as soon as it clears all doubts regarding functioning in practice of the new regulations concerning the two-way real-time communication process, during which the shareholders can “take the floor” during the General Shareholders Meeting while being in a place other than the actual place of the Meeting, and execute in person or by an authorised representative their voting right at the General Shareholders’ Meeting using electronic means of communication.

In the above Resolution No. 18 of 20 December 2012, the Management Board recommended that the Company’s Supervisory Board adopt a resolution regarding the application by the Supervisory Board of the “Best Practices of WSE Listed Companies” to the extent adopted by the Management Board. The Management Board intends to request a Supervisory Board recommendation for the General Meeting of Budimex SA regarding application by the Meeting of the “Best Practices of WSE Listed Companies” in the same respect.

Under Policy No. 9 Section I of the “Best Practices of WSE Listed Companies” (Recommendations concerning best practices of public companies) concerning the balanced share of males and females performing management and supervisory functions, the Company reported that until 8 May 2012, the Company’s Management Board was composed of one female and five males. From 8 to 24 May 2012, the Management Board was composed of five males, and from 25 May to the end of the year, it was composed of six males.

The Supervisory Board was composed of one female and eight males throughout 2012.

Given the fact that the bodies authorising the composition of the Management and Supervisory Boards are, as appropriate, the Supervisory Board and the General Shareholders’ Meeting, and that the new wording of best practice policies was authorised for use based on the Resolution of the Supervisory Board and based on the Resolution of the General Meeting of Shareholders, it is reasonable to conclude that this Policy will be a significant criterion in taking decisions by the said bodies of the Company.