- CORPORATE GOVERNANCE
- CORPORATE GOVERNANCE
In compliance with commercial law, the Annual Corporate Governance Report (ACGR) forms part of this management report. It was drawn up by the Board of Directors and has been filed with the Spanish Securities Commission. The ACGR details all aspects of Corporate Governance at Ferrovial. Without prejudice to the foregoing, below is a summary of the values underlying Ferrovial’s Corporate Governance and the key aspects of the same.
Ferrovial regards efficiency, integrity and transparency as essential for building trust, managing potential risks and generating increasing value for shareholders. The following Corporate Governance events from the year are particularly noteworthy:
All are available via ferrovial.com, except the Competition Policy and the Anti-Corruption Policy.
The ACGR details how the group’s management bodies and the decision-making process work, with emphasis on the roles of the Annual General Meetings and Board of Directors as the company’s most senior management bodies.
Ferrovial has a Code of Business Ethics, which was approved by the Board of Directors in 2004 and updated in 2014. It defines the basic principles and commitments that all companies of the group, its employees and executives must respect and comply with as a part of their daily activities.
With a view to ensuring compliance, the Company has set up:
A suggestion box: created in 2004 for comments, suggestions and/or criticisms. This box is for internal use and is available via the corporate intranet. All comments are reviewed by a Committee comprised of members of Ferrovial’s Senior Management. The box was contacted 40 times in 2014.
A Whistleblowing Channel: set up in 2009 to complement other internal channels. Its aim is to ensure compliance with the Code of Ethics and internal procedures and protocols, and to report irregularities, non-compliance and unethical or illegal conduct. This channel is open to the public and allows anonymous or identified reporting via the corporate website. 87 reports have been received, 52 anonymously and 35 with names.
All reports are investigated by the Whistleblowing Channel Managing Committee, which includes the Director of Internal Audits and the General Director of Human Resources. This Committee meets at least once a month. When a given situation so requires, urgent meetings may also be convened by any member of the Managing Committee, or any other Ferrovial department.
An emergency procedure has been established for any complaints that call for immediate action. In such cases the Internal Audit Department, as the unit responsible for the Complaints Box, must decide whether an urgent meeting of the Managing Committee is required, or whether to set in motion the procedures that the company has established for addressing the reported problem.
Additionally, Ferrovial has a corporate procedure in place to protect the company’s business assets and prevent fraud. This document was updated in 2012 in order to prevent any illegal conduct that may harm the company.
The updated version of Ferrovial’s Code of Business Ethics includes a specific commitment to complying with certain applicable laws, such as:
The Ferrovial Competition Policy requires compliance with all applicable competition legislation, particularly that in Spain, the European Union and the United States of America.
Each employee is responsible for ensuring that they are not in breach of any such law. Should they be aware of or have grounds to suspect any violation of this policy, their superior must be notified immediately or the same must be reported via the whistleblowing channel or any other similar notification system available.
The main risk areas in terms of breaching competition laws in most countries are: price fixing between competitors; meetings of professional organizations; restraint of trade clauses; boycotts, mergers and acquisitions; allocation of markets; exclusivity clauses; abusive prices.