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Ferrovial - Integrated Annual Report 2014 / CORPORATE GOVERNANCE

Ferrovial’s corporate governance is underpinned by three key values: efficiency, integrity and transparency. All three are essential for building trust, managing potential risks and generating value for shareholders.

Efficiency

  • Regular independent evaluation by the Board of Directors.
  • Periodic analysis of domestic and international good governance best practices and regulations.

Integrity

  • 50% of Board of Directors are independent members.
  • Compliance with recommendations of the Unified Code of Good Governance.

Transparency

  • Publication of Annual Corporate Governance Report.
  • Publication of Annual Board of Directors’ Remuneration Report.
  • Publication of Audit and Control Committee activities, including results (see appendix: Audit And Control Committee Report).
 

Board of Directors

Main duties: To supervise Ferrovial’s activity with a view to ensuring that the business mission is achieved, while striving to protect the Company’s general interests and create value for all shareholders.

Directly or through its committees, the Board of Directors remains abreast of a series of issues that require decisions on the same. These include:

  • Approving strategic guidelines, management objectives and Ferrovial’s annual budget.
  • Approving policies on different issues.
  • Appointing and dismissing the Company’s CEO.
  • Deciding on the remuneration of Executive Directors.
  • Drawing up financial statements.
  • Approving strategic investments or operations, except when these must be approved by the AGM.
  • Approving the creation and acquisition of holdings in companies with registered offices in a tax haven, or special purpose entities that may affect the group’s transparency.
  • Granting exemptions and other permissions regarding the duties of board members.

Executive Commitee

Main duties

  • Monitoring Ferrovial’s financial, commercial and investment strategy.
  • Has been delegated all powers corresponding to the Board of Directors, except for powers that cannot be delegated for legal or statutory reasons.

Appointments and Remunerations Commitee

Comprised of Independent Members.

Main duties

  • To recommend the appointment of Independent Members and report on proposed appointments for other Members.
  • To recommend the Lead Director and Members of each Committee.
  • To analyze the process for orderly succession of Chairman and CEO.
  • To notify of the appointment or dismissal of executives reporting to CEO.
  • To propose the system and amount of annual remuneration for Directors.
  • To report on contracts and remuneration of senior executives.

Audit and Control Commitee

Comprised of four External Members.

Main duties

  • To recommend appointment of external financial auditors.
  • To establish appropriate measures for controlling the provision of consultancy services by external auditors.
  • To act as a communications channel between the Board of Directors and external auditors, and assess audit results.
  • To recommend the selection, appointment, reelection or replacement of the Director of Internal Audits.
  • To supervise internal audit services.
  • To supervise information for approval by Board of Directors.
  • To assist the Board in ensuring the correctness and reliability of periodic financial information.
  • To analyze and assess main business risks and their management and control systems.
  • To set up and supervise a system that allows any employee to confidentially and, if so desired, anonymously report inappropriate situations within Ferrovial.
  • To report creation and acquisition of holdings in companies whose registered office is in a tax haven.
  • To supervise compliance with internal regulations on corporate governance and conduct in securities markets.
  • To understand and supervise the efficacy of internal control at the company.