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  1. CORPORATE GOVERNANCE
  2. 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:

  • Relationships with the public sector: Ferrovial’s business is highly dependent on relationships with governments in the countries where it operates. Consequently, Ferrovial is committed to maintaining open and honest communications with its governmental partners. Employees who liaise with governments in representation of Ferrovial must ensure that all communications, both direct and via intermediaries, are precise and abide by all legal and regulatory requisites, including those concerning pressure groups and anticorruption.
  • Anti-corruption laws: Ferrovial demands compliance with all applicable laws that forbid bribery, especially bribes to government officials, including the Spanish Penal Code, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act or any other applicable anticorruption legislation. This is bolstered by the new Anti-Corruption Policy approved by the company in 2014.
  • Use of privileged information: Ferrovial demands that its employees make discreet and professional use of any information concerning the Group to which they have access, and only for the purposes of performing their duties. Employees affected by the Internal Code of Conduct on Securities Markets at Ferrovial S.A. and its Group of Companies may not acquire or sell (for their own benefit or that of a related individual), and may not recommend to third parties that they acquire or sell, securities in Ferrovial, S. A., its subsidiaries or any other company listed on any stock market, based on relevant unpublished information. This includes any information that an investor may consider relevant when buying, selling or retaining securities. Furthermore, these employees may not provide relevant unpublished information to third parties who may acquire or sell securities based on this information.
  • Anti-money laundering law: Employees must comply with all legislation against money laundering, do business only with partners who have good reputations and receive funds only from legitimate sources. Employees must take all reasonable measures to detect and prevent unacceptable or suspicious means of payments, and report any suspicions or concerns that they might have directly to their manager or via the appropriate channels.
  • Accurate accounts and records: Ferrovial subsidiaries across the world must implement accounting practices that ensure accurate accounts and record keeping.

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.