Management governance

Next to the General Meeting of Shareholders, in accordance with the applicable national regulations resulting from the Commercial Companies Code, the Company’s bodies are the Management Board and the Supervisory Board. The Management Board’s role is to manage the Company’s affairs and to represent it. The Supervisory Board ensures constant supervision over company’s activity, within all domains of its operation. The Supervisory Board is authorised to review all company’s documents and demand reports and explanations from the Management Board and company’s personnel, revise company’s assets and inspect books and documents. The Supervisory Board has the right to demand (for their own purposes) to perform necessary studies and tests within the scope of the issues controlled and supervised by it.

As of 31 December 2019, the Management Board of Budimex SA included:

• Dariusz Jacek Blocher, President of the Management Board, Managing Director,
• Artur Popko, Vice-President of the Management Board, Chief Operating Officer,
• Cezary Mączka, Member of the Management Board, Chief HR Officer,
• Jacek Daniewski, Member of the Management Board, Chief Legal Officer,
• Henryk Urbański, Member of the Management Board, Director of Property Management Division,
• Marcin Węgłowski, Member of the Management Board, Chief Financial Officer.

As of that day, the Supervisory Board of Budimex SA was composed of:

• Marek Michałowski, Chairman of the Supervisory Board,
• Juan Ignacio Gaston Najarro, Vice-Chairman of the Supervisory Board,
• Igor Adam Chalupec, Secretary of the Supervisory Board,
• Danuta Dąbrowska, Member of the Supervisory Board,
• Agnieszka Słomka-Gołębiowska, Member of the Supervisory Board,
• Marzenna Anna Weresa, Member of the Supervisory Board,
• Janusz Dedo, Member of the Supervisory Board,
• Javier Galindo Hernandez, Member of the Supervisory Board,
• Jose Carlos Garrido-Lestache Rodríguez, Member of the Supervisory Board,
• Fernando Luis Pascual Larragoiti, Member of the Supervisory Board.

On 16 May 2019, due to the end of the ninth term of the Members of the Supervisory Board, the Ordinary General Meeting of Budimex SA appointed the Supervisory Board for the tenth term, which has remained unchanged with regard to the previous term. Therefore, the composition of the Supervisory Board between 1 January 2019 and 31 December 2019 is as follows:

• on 16 May 2019, in connection with the expiry of the mandate of a member of the Supervisory Board and the lack of appointment by the Ordinary General Meeting to serve in the Supervisory Board for the new term of office, Mr Piotr Kamiński ceased to serve as a member of the Supervisory Board,
• on 16 May, the Ordinary General Meeting appointed new members to the Supervisory Board in persons of Ms Danuta Dąbrowska and Ms Agnieszka Słomka-Gołębiowska.

Three committees operated within the Supervisory Board, i.e.:

• The Audit Committee
• The Investment Committee
• The Remuneration Committee.

In 2019, the composition of the Audit Committee changed as a result of Resolution No. 290 of the Supervisory Board of 16 May 2019, with the effect that the Supervisory Board of the new term appointed the Audit Committee as above. Until 16 May 2019, the Audit Committee was composed of the following persons:

• Marzenna Anna Weresa – chairwoman,
• Javier Galindo Hernandez – member,
• Janusz Dedo – member.

Similarly, the composition of the Investment Committee was changed, the members of which until 16 May 2019 were:

• Piotr Kamiński – chairman,
• Javier Galindo Hernandez – member,
• Fernando Luis Pascual Larragoiti – member.

The composition of the Remuneration Committee did not change during the year. On 16 May 2019, the new Supervisory Board appointed the Remuneration Committee in its previous composition by way of Resolution No. 290.