Board of directors

Composition of the Management Board

As at 31 December 2016, the Management Board of Budimex SA was composed of the following persons:

• Dariusz Jacek Blocher - President of the Management Board, General Director,
• Fernando Luis Pascual Larragoiti - Vice-President of the Management Board,
• Radosław Górski - Board Member, General Construction Director,
• Cezary Mączka - Board Member, Chief HR Officer,
• Jacek Daniewski - Board Member, Chief Legal and Organisational Officer,
• Artur Popko - Board Member, Infrastructure Construction Director,
• Henryk Urbański - Board Member, Chief Real Estate Officer,
• Marcin Węgłowski - Board Member, Chief Financial Officer.

In 2016, the following changes to the composition of the Management Board took place:

• At the request of the President of the Management Board, on 14 March 2016, the Supervisory Board of Budimex SA appointed Radosław Górski (Resolution No. 247) and Artur Popko (Resolution No. 248) to the position of Board Members.

As at 31 December 2016, joint authorisations to represent the Company were granted to the following persons:

• Piotr Świecki – joint authorisation to represent the Company together with another authorised commercial representative.

In 2016, the following changes to joint authorisations to represent the Company took place:

• on 14 March 2016, joint authorisations to represent the Company granted to Radosław Górski and Artur Popko were cancelled, on 11 May 2016, joint authorisation to represent the Company together with another authorised commercial representative was granted to Piotr Świecki.

Composition of the Supervisory Board and its Committees

As at 31 December 2016, the Supervisory Board of Budimex SA was composed of the following persons:

• Marek Michałowski - Chairperson of the Supervisory Board,
• Alejandro de la Joya Ruiz de Velasco - Deputy Chairperson of the Supervisory Board,
• Igor Adam Chalupec - Supervisory Board secretary,
• Marzenna Anna Weresa - Supervisory Board Member,
• Ignacio Clopes Estela - Supervisory Board Member,
• Javier Galindo Hernandez - Supervisory Board Member,
• José Carlos Garrido-Lestache Rodríguez - Supervisory Board Member,
• Piotr Kamiński - Supervisory Board Member,
• Janusz Dedo - Supervisory Board Member.

In 2016, there were no changes to the composition of the Supervisory Board. Due to the expiry of mandates of members of the Supervisory Board of the eighth term of office, on 26 April 2016 the Ordinary General Meeting of Budimex SA, appointed the Supervisory Board of the ninth term of office, in the above-mentioned composition.

As at 31 December 2016, the Audit Committee was composed of the following persons:

• Marzenna Weresa – Chairperson,
• Javier Galindo Hernandez – Member,
• Janusz Dedo – Member.

During 2016, the composition of the Audit Committee changed. Pursuant to a decision of the Supervisory Board of the ninth term of office, on 26 April 2016 Janusz Dedo replaced Jose Carlos Garrido-Lestache Rodriguez on the Audit Committee.

As regards the independence of an Audit Committee member, provisions of the following apply: Article 56 par. 3 pt. 1, 3 and 5 of the Act on Statutory Auditors and their Self-Governance, Audit Firms Authorised to Audit Financial Statements and Public Oversight, dated 7 May 2009, and criteria of independence of Board members, within the meaning of the Best Practices of WSE Listed Companies 2016 (Rule II.Z.4. Section II Management Board and Supervisory Board, in the Best Practices of WSE Listed Companies 2016).

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 the publication of this information, based on representations filed by Board members and based on Article 56 section 3 points 1, 3 and 5 of the Act on Statutory Auditors and their Self-Governance, Audit Firms Authorised to Audit Financial Statements and Public Oversight, dated 7 May 2009.

As at 31 December 2016, the Investment Committee was composed of the following persons:

• Piotr Kamiński – Chairperson,
• Alejandro de la Joya Ruiz de Velasco – Member,
• Javier Galindo Hernandez – Member.

The composition of the Investment Committee did not change in 2016. On 26 April 2016, the Supervisory Board of the ninth term of office appointed the Investment Committee in the previous composition.

As at 31 December 2016, the Remuneration Committee was composed of the following persons:

• Marek Michałowski – Chairperson,
• Igor Chalupec – Member,
• Alejandro de la Joya Ruiz de Velasco – Member.

The composition of the Remuneration Committee did not change in 2016. On 26 April 2016, the Supervisory Board of the ninth term of office appointed the Remuneration Committee in the previous composition.