Corporate Governance - Remuneration PolicyCorporate Governance - Remuneration Policy

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Corporate Governance - Remuneration Policy

Remuneration Policy

Remuneration policy for Members of the Supervisory Board, of the Management Board and of key managers of Budimex SA

Supervisory Board Members

The body authorised to determine the rules of remuneration applicable to members of the Supervisory Board of Budimex SA is the General Meeting of Shareholders. On 28 April 2015, the General Meeting of Shareholders resolved that members of the Supervisory Board of Budimex SA would receive a monthly remuneration for their work in the following amounts:

  • President of the Supervisory Board — twice the amount of the average monthly remuneration in the enterprise sector without a profit-sharing bonus, calculated using the 1.7 ratio,
  • Chairman of the Audit Committee of the Supervisory Board — twice the amount of the average monthly remuneration in the enterprise sector without a profit-sharing bonus, calculated using the 1.5 ratio,
  • Vice-President of the Supervisory Board — twice the amount of the average monthly remuneration in the enterprise sector without a profit-sharing bonus, calculated using the 1.1 ratio,
  • Secretary of the Supervisory Board — twice the amount of the average monthly remuneration in the enterprise sector without a profit-sharing bonus, calculated using the 1.2 ratio,
  • Supervisory Board Member — twice the amount of the average monthly remuneration in the enterprise sector without a profit-sharing bonus, calculated using the 1.1 ratio.

Management Board Members

The body authorised to determine the rules of remuneration applicable to members of the Management Board of Budimex SA is the Supervisory Board. The rules define all types of remuneration, in particular, fixed remuneration, the performance bonus system, the retirement scheme, severity, and long-term incentive schemes.

In addition, the Supervisory Board performs all labour-law based activities in relations between Budimex SA and members of the Management Board. Employment contracts are signed by the President of the Supervisory Board on behalf of the Supervisory Board. Contracts concluded between Budimex SA and the Members of the Management Board are set forth in item 5.1. Information about remunerating the management members are provided in the consolidated financial statements of the Budimex Group, in Note 41.1.

The remuneration of Management Board members is composed of the following:

  • fixed remuneration — base monthly salary,
  • performance-based remuneration (annual bonus) which is composed of the following elements: task-related bonus which is determined on the basis of annual assessment of task completion, and ratio-related bonus pertaining to the business activities of the Budimex Group,
  • share incentive scheme of the Ferrovial Group under the name “Ferrovial’s objective-related share incentive scheme” („Plan przyznania akcji związanych z celami Ferrovialu”) which consists in a conditional award of rights to acquire shares in the parent company. Management Board members who have been employed at the Company for at least 36 months will be eligible to subscribe for the shares of the parent company. Both the award of shares and the number of awarded shares depend on achieving economic parameters set by the Ferrovial Group in the following three years and on the employment of eligible persons in the Management Board positions on the date of award.
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