Corporate Governance

The set of corporate governance principles applicable to Budimex SA, and the places where it is publicly available

Szpital Dziecięcy w BydgoszczyIn 2014, the Company applied 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 principles described in a report sent on 8 March 2011, i.e. principle 12 from Section I Recommendations on best practices of listed companies and item 2 of principle 10 from Section IV
“Best Practices Applied by Shareholders” (principles indicated in accordance with the current wording of the Best Practices).

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 Meeting of Shareholders of the Company adopted for use the “Best Practices of WSE Listed Companies” in their new wording, save for the above items 2 and 3 of principle 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).

By the Resolution No 19/1307/2012 of 21 November 2012, the Supervisory Board of WSE adopted further amendments to the principles of 4 July 2007.

On 20 December 2012, the Company’s Management Board, under Resolution No 18, adopted the “Best Practices of WSE Listed Companies”, as amended on 21 November 2012, for use from 1 January 2013, 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,
• two-way real-time communication process during which shareholders can take the floor during the General Meeting of Shareholders while being in a place other than the place of the meeting — Principle No 10 item 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 Meeting of Shareholders, whilst considering the number of shareholders who usually participate in the General Meeting of Shareholders of the Company. The Company will start to apply principle No 12 in Section I and principle No 10 item 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, in the scope of which the shareholders can “take the floor” during the General Meeting of Shareholders 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 Meeting of Shareholders 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 adopted 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.

While following the application and recommendation of the Management Board, on 26 March 2013, by resolution No 204, the Supervisory Board of the Company adopted the “Best Practices of WSE Listed Companies” to be applied from 1 January 2013, in the wording introduced by Resolution No 19/1307/2012 of the WSE Supervisory Board of 21 November 2012, save for providing the shareholders with:

• 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,
• two-way real-time communication during which shareholders can take the floor during the General Meeting of Shareholders while being in a place other than the place of the meeting.

Upon request of the Management Board, by Resolution No 206 of 26 March 2013, the Supervisory Board of the Company applied to the Ordinary General Meeting of Shareholders to adopt the resolution on observing the "Best Practices of WSE Listed Companies” in the wording introduced by Resolution No 19/1307/2012 of the WSE Supervisory Board of 21 November 2012, save for the elements specified in the Resolution No 204 of the Supervisory Board of the Company.

In 2013, the Ordinary General Meeting of Shareholders of the Company, by Resolution No 201 of 24 April 2013, adopted for use the “Best Practices of WSE Listed Companies” in their new wording, within the scope suggested by the Management Board and the Supervisory Board. The document containing corporate governance policies was and is posted on the Company’s website at http://www.budimex.pl.

Under principle No 9 Section I of the “Best Practices of WSE Listed Companies” (Recommendations concerning best practices of public companies) concerning the balanced share of men and women performing management and supervisory functions, the Company reported that in 2014 the Company’s Management Board was composed of six men.

Throughout 2014, the Supervisory Board was composed of one woman and, taking into account changes in the Board’s compositions described in item 6.10, from seven to eight men.

Given the fact that the bodies authorising the composition of the Management and Supervisory Boards are, as appropriate, the Supervisory Board and the General Meeting of Shareholders, 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.