Corporate Governance

Appointment of Management Members

Regulations concerning appointment or removal of Management or Supervisory Board Members, the rights of those persons, in particular, the right to take decision on share issue or redemption

Politechnika BiałostockaThe Supervisory Board removes and appoints President of the Management Board and, upon his/her request, the Vice-Presidents of the Management Board or other Board Members for a joint three-year term of office.

The Management Board is not authorised to take decision on share issue. The rights of the Management Board regarding decision to redeem shares do not vary from those set forth in the Code of Commercial Companies.

The policies concerning the appointment and removal of Management Board Members, the rights of those persons, in particular the right to take decision to issue or redeem shares, included in the Articles of Association did not change in 2013.

In accordance with the provisions of the Company’s Articles of Association, the Management Board conducts the Company’s affairs and represents the Company, which effectively means that the scope of duties of this body does not differ from that defined in the Code of Commercial Companies. Detailed rights of the Management Board of Budimex SA specified in the Company’s Articles of Association are as follows:

• granting approval for disposal of registered (inscribed) shares,
• determining the share issue price in case of a share capital increase,
• cancelling or limiting the pre-emptive right to newly issued shares upon approval by the Supervisory Board,
• defining the method of determining the share issue price or issuing shares in exchange for non-monetary contribution upon approval by the Supervisory Board,
• taking decision on the purchase or disposal of property, perpetual usufruct or share in property, machines and equipment, securities or other asset items where the unit price on acquisition or disposal does not exceed 1/5th of the Company’s share capital,
• taking decision on the prepayment of year-end dividend upon prior approval of the Supervisory Board.