6. CORPORATE GOVERNANCE, 6.1. Policies and accountability
6.1. Policies and accountability
[GRI 2-10]
The process of appointment of the Management Board of the parent company of the Budimex Group – Budimex SA – is regulated in the company’s articles of association, the Supervisory Board Bylaws of Budimex SA and the Management Board Bylaws of Budimex SA. The President of the Management Board and upon his or her request, Vice Presidents and the remaining Management Board members, are appointed and dismissed by the Supervisory Board for the period of joint term of office of three years.
The process of appointment of the Supervisory Board is regulated in the company’s articles of association and in the Supervisory Board Bylaws of Budimex SA. Supervisory Board members are appointed by the Shareholder Meeting for the period of joint term of office of 3 years. The Supervisory Board elects the chairperson from its members and, if needed, the deputy chairperson and secretary.
The Shareholder Meeting attaches particular importance to ensure at least minimum required participation in the Supervisory Board persons satisfying the independence criteria defined in the Act on Statutory Auditors, Audit Firms and Public Supervision of 11 May 2017 and regulations on corporate governance of listed companies.
Diversity Policy of the Supervisory Board of Budimex SA and Diversity Policy of the Management Board of Budimex SA are described in Chapter 5.3.
Supervisory Board Committees
As at 31 December 2023, the Audit Committee consisted of the following members:
- Danuta Dąbrowska – Committee Chairperson,
- Janusz Dedo – Committee Member,
- Ignacio Aitor Garcia Bilbao – Committee Member.
During 2023 the composition of the Audit Committee did not change.
With regard to the satisfaction of independence criteria by the members of the Audit Committee, the following shall be applicable as appropriate: provisions of Article 129 (3) of the Act on Statutory Auditors, Audit Firms and Public Supervision of 11 May 2017 and independence criteria for Supervisory Board members within the meaning of Best Practices of WSE Listed Companies 2021.
The independence status of a Supervisory Board member is determined by the company in accordance with the criteria described in Operating Instruction no. IO-01-07-02 on information from Supervisory Board members and making it public, based on representations made by the Supervisory Board members pursuant to Article 129 (3) of the Act on Statutory Auditors, Audit Firms and Public Supervision.
As at 31 December 2023, the Investment Committee consisted of the following members:
- Janusz Dedo – Committee Chairperson,
- Ignacio Aitor Garcia Bilbao – Committee Member.
The composition of the Investment Committee changed on 27 April 2023 in connection with the resignation of Mr. Dariusz Blocher from membership in the Supervisory Board, which also made him terminate discharging the function of the committee member.
As at 31 December 2023, the Remuneration Committee consisted of the following members:
- Marek Michałowski – Committee Chairperson,
- Silvia Rodríguez Hueso – Committee Member,
- Igor Chalupec – Committee Member.
As of 1 April 2023, the function of a Committee member began to be discharged by Ms. Silvia Rodríguez Hueso. As of 27 April 2023, in connection with the resignation of Mr. Dariusz Blocher from membership in the Supervisory Board, he stopped discharging the function of a member of the Remuneration Committee.
The major tasks of the Committee include [1]:
- present the Supervisory Board with proposals of remuneration rules for Management Board members and the remuneration amount for each Management Board member, for approval,
- monitor the amount and structure of remuneration of Management Board members based on independent payroll reports and relevant market benchmarks and present appropriate analyses and conclusions,
- present the Supervisory Board with proposals of bonus ratios for the Management Board and their weights based on a given year’s budget and assumed strategic objectives,
- present the Supervisory Board with proposals for an appropriate form of contracts with Management Board members,
- provide opinion on appointments and dismissals of supervisory board members in subsidiaries of Budimex SA.
Remuneration policy
[GRI 2-19] [GRI 2-20] [GRI 2-21]
Remuneration rules for Management Board and Supervisory Board members of Budimex SA are regulated by the generally accessible Remuneration policy for members of governing bodies of Budimex SA [2]. Provisions of the Policy aim to motivate the authorities of the Budimex Group to achieve the best results correlated with its strategic objectives.
The remuneration amount of the President and members of the Management Board is set by the Supervisory Board, taking into consideration recommendations of the Remuneration Committee. The entire remuneration package includes fixed compensation, variable compensation in the form of bonuses and long-term incentive programs and extra benefits. In 2023, the amount of variable compensation of Management Board and Supervisory Board members was not linked to sustainability results achieved by the company.
The Supervisory Board is responsible for supervision of the policy and at least once a year, on the basis of, among others, payroll reports and observation of market trends, reviews the remuneration rules and makes an assessment of how they affect the management of the organization.
In order to ensure the highest quality of the process, an audit firm supports the Supervisory Board in the reviews.
The supervisory functions are performed by the Supervisory Board through the Remuneration Committee (REMCO), which convenes on a quarterly basis. The duties of REMCO are described in its Rules and Regulations and the Supervisory Board Bylaws.
Pursuant to the Best Practices of Companies Listed on Warsaw Stock Exchange 2021 remuneration of Supervisory Board members consists of fixed compensation and does not include components dependent of the Group’s results.
Pursuant to SRD II. i.e. Shareholder Rights Directive 2017/828, every year, Budimex SA publishes a report on remuneration of persons discharging managerial and supervisory functions. Shareholders at a Shareholder Meeting give opinions on the Supervisory Board report on remuneration of the company’s Management Board and Supervisory Board members. Once every 4 years, the Shareholder Meeting reviews the Remuneration policy for members of governing bodies of Budimex SA.
[1] Board of Directors, Supervisory Board and Audit and Remuneration Committees can be found at: https://www.budimex.pl/pl/o-budimex/lad-korporacyjny.
[2] The Remuneration policy for members of governing bodies of Budimex SA may be accessed at:
https://www.budimex.pl/repository/relation/Lad_Korporacyjny_2020/PL/
