The Management Board

Composition of the Management and Supervisory Boards, changes thereof in the last financial year and functioning of the management and supervisory bodies of the Company and their committees

As at 31 December 2013, 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,
• Henryk Urbański - Board Member, Chief Real Estate Officer,
• Andrzej Artur Czynczyk - Board Member, Chief HR Officer,
• Jacek Daniewski - Board Member, Chief Legal and Organisational Officer,
• Marcin Węgłowski - Board Member, Chief Financial Officer.

From 1 January 2013 to 31 December 2013, there were no changes in the composition of the Management Board.

As at 31 December 2013, 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 2013 to 31 December 2013, there were no changes in authorised legal representatives.

During 2013, 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.

 

Composition of the Supervisory Board and its Committees

As at 31 December 2013, 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 2013 to 31 December 2013, the composition of the Supervisory Board did not change.

As at 31 December 2013, the Audit Committee was composed of the following persons:

• Marzenna Weresa - President,
• Javier Galindo Hernandez - Member,
• Jose Carlos Garrido - Lestache Rodriguez - Member.

The composition of the Audit Committee did not change in 2013.

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 - President,
• Alejandro de la Joya Ruiz de Velasco - Member,
• Javier Galindo Hernandez - Member.

The composition of the Investment Committee did not change in 2013.

The Remuneration Committee was composed of the following persons:

• Marek Michałowski  - President,
• Igor Chalupec - Member,
• Alejandro de la Joya Ruiz de Velasco - Member.

The composition of the Remuneration Committee did not change in 2013.