The set of corporate governance principles
applicable to Budimex SA, and the place
where it is publicly available
In 2015, 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 wording of the Best Practices as of 31 December 2015).
In 2012, following amendments to the best practices adopted by the WSE Supervisory Board in 2011 (resolutions of the WSE Supervisory Board of 31 August 2011 and 19 October 2011), the Ordinary General Shareholders Meeting (GSM) of the Company, by Resolution No 171 of 26 April 2012, adopted for application “Code of Best Practices for WSE Listed Companies” in its new wording, except for the above items 2 and 3 of rule 10 in Section IV “Best practices of shareholders” (following the wording valid on 31 December 2015, the exclusion included rule 12 in Section I Recommendations for Best Practice for Listed Companies and item 2 of rule 10 in Section IV “Best practices of 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 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 “Best Practices of WSE Listed Companies”, as amended on 21 November 2012, for application as of 1 January 2013, save for:
- the option to exercise the voting right during a general meeting either in person or through a proxy, outside the venue of the general meeting, using electronic communication means — Principle 12 of section I. Recommendations for Best Practice for Listed Companies,
- two-way real-time communication process during which shareholders can take the floor during the General Meeting of Shareholders while being at a location other than the meeting venue — Rule No 10 item 2) in Section IV of Best Practices Applied by Shareholders.
The decision in this matter was taken following an analysis covering 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. Upon clarifying all its doubts as to practical application of these regulations, the Company will start adhering to the principle of two-way communication in real time whereby the Shareholders may take floor during the General Meeting from a place other than the meeting venue, and the principle of exercising the right to vote in person or through a proxy during the General Meeting using means of electronic 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 “Best Practices of WSE Listed Companies” to the extent adopted by the Management Board.
In view of the motion and recommendation of the Management Board, on 26 March 2013, by Resolution No 204, the Supervisory Board of the Company adopted “Best Practices of WSE Listed Companies” to be applied as of 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, using electronic communication means, with:
- the option to exercise voting rights in person or through a proxy in the course of the General Meeting of Shareholders from a location other than the general shareholders meeting venue,
- two-way real-time communication whereby shareholders can take the floor during the General Meeting of Shareholders from another location than the venue 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 to adopt the resolution on observing “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 aforementioned 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 “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 rule No 9, Section I of “Code of Best Practice for WSE Listed Companies” (recommendations for best practice for listed companies) concerning a balanced proportion of women and men performing management and supervisory functions, the Company hereby advises that, in 2015, the Company Management Board was composed of six men (five in the period between the resignation from the function submitted by one of the members of the Management Board and the appointment of the new member).
Throughout 2015, the Supervisory Board was composed of one woman and eight men.
In connection with “Code of Best Practice for WSE Listed Companies 2016” adopted by the WSE Supervisory Board by way of Resolution No 26/1413/2015 of 13 October 2015, as of 1 January 2016, the Company applies new rules within the scope indicated in report No 1/2016 of 4 January 2016 sent via the EBI system and published on the Company’s website.