Governance Structure

GOVERNANCE BODIES

The operation of the management bodies and the decision-making process is described in detail in the ACGR, highlighting the functions of the General Shareholders’ Meeting and the Board of Directors as the company’s highest governing bodies.

Board of Directors

It performs its functions with unity of purpose and independence of judgement, treating all shareholders who are in the same position equally, and is guided by the social interest, understood as the attainment of a profitable and sustainable long-term business that promotes the continuity and maximization of the economic value of the company.

It is composed of 12 members, which facilitates efficient and participatory operation. Re-elections take place every three years, compared to the maximum of four established by corporate regulations. This allows shareholders to validate its management every so often.

In 2019, the Board held a total of nine sessions, with an average duration of five hours per meeting. All the Directors attended the 9 meetings in person except in two sessions in which proxy was given with instructions, and one session in which a Director who did not attend or delegate proxy. Additionally, on December 17, 2019, the Board adopted a resolution in writing and without a session that has not been accounted for in the number of meetings.

The Board assesses the quality and efficiency of its operation and that of its Committees once a year, having, for the fifth consecutive year, the help of an external prestigious consultant. As a result of the assessment exercise, the Board has agreed to further strengthen its role in (i) the group’s strategy and organisational model; (ii) risk identification and management processes; (iii) gradual renewal of the Board’s composition; (iv) innovation and digital transformation; and (v) increased interaction with the management team.

As part of the succession plan of the group’s first executive line, Mr. Ignacio Madridejos Fernández has been appointed as the new Chief Executive Officer. Furthermore, as part of the gradual renewal of its composition, the Board has also appointed Mr. Juan Hoyos Martínez de Irujo and Mr. Gonzalo Urquijo Fernández de Araoz as new Independent Directors. The latter have replaced Mr. Joaquín Ayuso García and Mr. Santiago Bergareche Busquet, who had been on the Board for 17 and 20 years, respectively.

Executive Commission

All the powers of the Board of Directors have been delegated, except those that are not legally or statutory delegable. It comprises six members. Among other functions, it monitors the performance of the main business indicators and the status of the most relevant matters, and approves the operations of its competence as the delegated body of the Board of Directors.

Audit and Control Committee

It consists of four Independent Directors, who were appointed in consideration of their knowledge and experience in accounting, auditing and risk management. Together, they have the relevant technical knowledge in relation to the sector in which the Company operates.

The Board of Directors agreed to appoint Mr Oscar Fanjul Martín as Chairman of the Audit and Control Committee to succeed Mr Santiago Fernández Valbuena after completing the four-year term for which he was appointed. It also appointed the new Independent Director, Mr Gonzalo Urquijo Fernández de Araoz, as a member of said Committee.

The following describes the main functions, other than those attributed by law, which involve the adoption of recommendations of the Code of Good Governance of Listed Companies:

• Oversee the process for preparing and submitting mandatory financial information and ensure that the Board seeks to submit the accounts to the General Meeting without limitations or qualifications in the audit report.
• To be informed of the operations of structural and corporate modifications that the Company plans to carry out, previously informing the Board of Directors about its economic conditions and its accounting impact and especially, where appropriate, about the proposed exchange equation.
• Ensure that the Company and the auditor respect the current regulations on the provision of services other than the audit, the limits to the auditor’s business concentration and, in general, the other rules on the independence of the auditor.
• Ensure that the remuneration of the auditor does not compromise its quality or independence.
• Receive periodic information on the activities of the Internal Audit Department and ensure its independence.
• Establish and supervise a system that allows employees to confidentially and anonymously report irregularities of potential significance, especially financial and accounting, that are noticed within Ferrovial.
• Supervise compliance with internal corporate governance and conduct regulations in the securities markets and make proposals for improvement.
• Coordinate the process of reporting non-financial information, in accordance with applicable regulations and international reference standards.
• Oversee the operation and effectiveness of the compliance model and its organization and control system and ensure that the Compliance Department has the resources and training to perform its functions.

The Committee held five meetings in 2019, with all of them being attended by all of its members with the exception of a session in which a proxy with instructions was granted. The activities that the Committee carried out during the year are detailed in the report on its operation, published on the Ferrovial website. The Audit and Control Committee takes into account in its activity and operation the recommendations of the Technical Guide of the CNMV on audit committees of public interest entities.

Nomination and Remuneration Committee

The Committee comprises four Independent External Directors, including its Chairman. All have been appointed with regard to the knowledge, skills and experience appropriate for the performance of the Committee’s functions. To increase independence in its composition, the Independent Director Mr. Bruno Di Leo joined the Committee in 2019.

The following describes its main competences, other than those attributed by law, which involve the adoption of recommendations of the Code of Good Governance of Listed Companies:

• Propose the basic conditions of Senior Management contracts.
• Ensure that Non-Executive Directors have sufficient time available for the proper performance of their duties.
• Check compliance with the remuneration policy established by the Company.
• Verify the information on remuneration of Directors and Senior Managers contained in the various corporate documents, including the Annual Report on Directors’ Remuneration.
• Ensure that any conflicts of interest do not prejudice the independence of the advice given to the Committee.
• Report on the appointment of the members that must form part of the Committees, taking into account the knowledge, skills and experience of the Directors and the duties of each Committee.

The Committee held seven meetings in 2019, with all of them being attended by all of its members with the exception of a meeting in which one member was absent. The activities that the Committee carried out during the year are detailed in the report on its operation, published on the Ferrovial website. The Nomination and Remuneration Committee takes into account in its activity and operation the recommendations of the Technical Guide of the CNMV on nomination and remuneration committees.