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  1. CORPORATE GOVERNANCE
  2. REMUNERATION PRINCIPLES AND POLICIES

REMUNERATION PRINCIPLES AND POLICIES

A combination of talent and commitment has been a cornerstone of the company’s success. Its remuneration policy aims to attract, retain and secure the commitment of the best professionals to achieve the company’s long-term goals. The following were taken into account when establishing this policy: the economic climate, company results, group strategy, legal requirements and market best practices. The aim was to create a competitive remuneration policy in the benchmark markets where the company operates.

The remuneration policy is based on the following principles and criteria:

Principles:

  • Creating long-term value by aligning remuneration systems with the Strategic Plan.
  • Attracting and retaining the finest professionals:
    • External remuneration competitiveness, referring to the market by means of analysis of comparable sectors and companies.
    • Periodic involvement in plans linked to this activity and connected with achieving certain profitability metrics.
  • Responsible objective compliance, pursuant to the risk management policy.
  • Transparency. 
  • Reasonable balance between fixed remuneration components (short term) and variable components (annual and long term), reflecting appropriate risk assumption in combination with objective attainment.

Internal criteria for defining remuneration policies for Executive Directors:

  • Breakdown of remuneration into fixed and variable elements.
  • Associating variable elements with the achievement of corporate objectives.
  • Alignment with Ferrovial’s objectives via:
    • Periodic involvement in plans linked to this activity and connected with achieving certain profitability metrics.
    • In some cases, recognition of a deferred remuneration item.
    • Not accepting pension commitments.
  • Applicable regulations.
  • Objectives enshrined in the Group’s Strategic Plan, making it possible, for example, to define metrics that should be linked with annual variable remuneration and medium-/long-term remuneration.
  • Market data: Ferrovial follows the market’s best remuneration practices and refers to studies by prestigious firms.

Article 34 of the Board’s Regulations states the following in relation to the remuneration policy for directors:

  • Remuneration for External Directors shall be determined so as to adequately compensate for the dedication required by the position without comprising their independence.
  • Variable formulas shall ensure a correlation with the professional performance of beneficiaries and shall not depend solely on external factors.
  • Formulas comprising the delivery of shares, options, share-linked instruments or instruments linked to the Company’s performance shall only apply to Executive Directors.
  • The Board will draw up an annual report on the remuneration of its Directors, in compliance with applicable regulations; this report will be sent and submitted for advisory vote at the AGM, as a separate item on the agenda.

General principles of the remuneration policy for employees

Ferrovial’s commitment to its employees and to retaining talent is evident in its remuneration policies. These are established in accordance with criteria regarding competitiveness in the leading markets in which it operates, and include fixed remuneration and short-term variable remuneration (annual) adjusted to local markets. Company management, in particular the Remuneration and Benefits Department, monitors compliance with confidentiality requirements and ensures that its remuneration policy is compliant with internal and external equality standards.

Ferrovial considers variable remuneration to be a key element of its remuneration policy, as this drives value creation in each of the company’s divisions, rewarding individual, team and group contributions. The variable remuneration system covers 19% of the workforce. Including structural personnel, i.e. personnel not subject to contracts, it would account for 100% of the workforce.

Ferrovial believes that the current annual variable remuneration system is appropriate for the company’s goals. These indicators are linked to performance and the achievement of specific financial, industrial and operational targets, which are pre-established, quantifiable and coherent with the company’s strategy.

Quantitative targets: the weighting of these targets is established subject to the employee’s level at the company and is comprised of metrics to guarantee a good fit between financial and operational aspects (net profit, cash flow) at the company, division and department in question.

Qualitative targets: this type of target has a set and less significant weighting in incentives, and is linked to individual performance appraisal.

In addition, work has been ongoing during the year on the “12,000 Plan”, a remuneration package that pays a proportion of variable remuneration in company stock and which any employee with a variable remuneration system is eligible to join.

This year, the 2nd Long-term Remuneration Plan was approved, affecting 350 people globally. Ferrovial’s policy on long-term variable remuneration is based on the following principles:

  • Alignment with shareholder interests, through plans based on actions and metrics linked to value creation for the shareholder.
  • Use of more than one metric, ensuring an overview of all results obtained.
  • Use of a relative metric to allow the company’s results to be compared against a group of similar companies.
  • Measurement periods that last at least three years.

Flexible remuneration

Ferrovial offers a Flexible Remuneration Plan, under which an employee’s existing remuneration package can be voluntarily amended in accordance with personal needs, replacing a proportion of their remuneration with certain products in order to optimize cash flow, supporting the provision of certain services (computer equipment, health insurance, vehicle renting, nursery vouchers, life and accident insurance, transport pass) via the company, potentially at more competitive prices thanks to the company’s size.

 Executive Directors Remuneration (Thousand €)FixedVariableShare option/award schemes 1Others 2 Total 
Rafael del Pino y Calvo-Sotelo 1,175 2,128 2,054 6 5,363
Joaquín Ayuso García 3 0 0 1,372 5 1,377
Íñigo Meirás Amusco 970 1,910 2,187 3 5,070
Total  2,145   4,038 5,613  14  11,810

* In March 2014, since the agreed conditions had been complied with in full, a number of shares equivalent to the units allocated in 2011 were delivered, after the relevant withholdings were performed. The CNMV was notified thereof on 18 March 2014.
* Directorships of other subsidiaries and insurance premiums
** Joaquín Ayuso has exercised rights on the 2008 Stock Options Plan. This plan, under which he still retains rights, was granted to him when he was Executive Director

Senior Management (Thousand €)
Fixed remuneration 4,472 
Variable remuneration 5,360 
Share option/award schemes 10,770 
Others (*) 36 
Total  20,639 
* Directorships of other subsidiaries and insurance premiums