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Corporate governance

Contribution to value creation

Ferrovial's corporate governance procedures represent a guarantee of full integrity. This is understood to mean ethical, transparent and responsible behavior toward shareholders, employees and all operators or stakeholders affected by the company's activities. This principle is key to ensuring profitable business and long-term sustainability, and to avoid abusing the trust that shareholders and other stakeholders place in the company. 

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 Corporate Governance aspects at Ferrovial. Without prejudice to the foregoing, below is a summary of the key elements of corporate governance at Ferrovial.

ETHICS AND TRANSPARENCY: NEWS

The following corporate governance events from 2015 are particularly noteworthy, due to their impact on ethics and transparency:


  • Update to the Crime Prevention Protocol to adjust the catalog of banned conducts following the latest reforms to the Spanish penal code in terms of criminal responsibility for legal entities. With this same intention, the Board of Directors approved a crime prevention model.
  • Appointment of a Compliance Officer and Compliance Committee
  • Launch of a new organizational procedure aimed at guaranteeing the reliability of financial information and monitoring its efficient functioning, based on a new IT tool (Project Diana).
  • Publication of new reports on the website, including reports on the functioning of the Appointments and Remunerations Committee and associated operations.

ETHICS AND TRANSPARENCY: OTHER RELATED ELEMENTS

Likewise, Ferrovial has a Code of Business Ethics (avaliable at www.ferrovial.com) in place, updated in 2014, applicable to all group companies, employees and executives as they go about their duties, and which includes a specific commitment to compliance with certain applicable laws. The following are among the included areas:


  • Relations with the public sector: Ferrovial is committed to maintaining open and honest communications with its government partners.
  • Anti-corruption laws: Ferrovial requires compliance with all laws against bribery. This is bolstered by the new Anti‑Corruption Policy approved by the company in 2014.
  • Use of privileged information: Those employees that are subject to the Internal Rules of Conduct of Ferrovial and its group of companies with respect to securities markets may not buy or sell (on their own behalf or on the behalf of a related person), and may not recommend to third parties that they acquire or sell shares in Ferrovial, its subsidiaries or any other company listed on any securities market by using privileged information.
  • Anti-money laundering law: Employees must comply with all legislation against money laundering, doing business only with partners who have solid reputations and receive funds only from legitimate sources.
  • Accurate accounts and records: Ferrovial subsidiaries across the world must implement accounting practices that ensure accurate accounts and record keeping.


The company has set up a Whistleblowing Channel. This was set up in 2009 to complement other internal channels. The aim is to ensure compliance with the Code of Business Ethics and internal procedures and protocols, and to report irregularities, non compliance and any unethical or illegal conduct. The channel may be used by the public via the corporate website. All correspondence will be treated in full confidentiality, and may be submitted anonymously or by name. In 2015 a total of 45 complaints were filed, 15 of which were anonymous and 30 made by name.




All reports are investigated by the Complaints Box Managing Committee, which includes the Director of Internal Audits and the General Director of Human Resources. The Committee meets at least once a month, except when a report warranting immediate attention is received.




Likewise, Ferrovial has a Corporate Procedure in place to Protect the company's business Assets and Prevent Fraud. This document was updated in 2012 to prevent any conduct likely to entail any loss of those business assets or damage the company.

OTHER NEWS: CORPORATE GOVERNANCE

  • Adapting Board of Directors regulations to legislative amendments and recommendations under the new Code of Good Governance for listed companies.
  • Total or partial Compliance with the majority (57 of 59) of the applicable recommendations under the new Code of Good Governance for listed companies.
  • 2015 also saw other corporate policies approved:
    1. Fiscal Policy and a Fiscal Risk Control and Management Policy.
    2. Health and Safety Policy*.
    3. Policy on Appointments of Directors*.
    4. Remuneration Policy for Directors, which will be submitted for approval at the General Shareholders' Meeting.


* These policies are available at www.ferrovial.com.

GOVERNING BODIES

The ACGR details how the group's management bodies and the decision-making process work, with emphasis on the roles of the General Shareholders' Meeting and the Board of Directors as the company's most senior management bodies.


Ferrovial observes the standards and principles of domestic and international best practices in relation to Good Corporate Governance, as adapted to the company's nature, structure and evolution.


Board of Directors


The Board performs its duties with unity of purpose and independent judgment. It treats all shareholders in the same position equally, and works in the social interest, with the same understood to mean securing a profitable business that is sustainable in the long term, supporting its continuity and seeking optimal economic value for the company.


Executive Committee


The committee been delegated all powers corresponding to the Board of Directors, except those powers that cannot be delegated for legal or statutory reasons.


Among other aspects, it monitors the performance of key business indicators and operations underway at Ferrovial.


Appointments and Remunerations Committee


The main duties, other than those attributed by law, are described below, representing the adoption of recommendations under the new Code of Good Governance for listed companies:


  • Proposing basic terms for senior management contracts.
  • Ensuring that all non-executive board members have sufficient time to duly perform their duties.
  • Ensuring compliance with the Remuneration Policy established by the company.
  • Verifying information on remuneration for executives and senior management contained in the various corporate documents, including the Annual Report on Remuneration of Directors.
  • Ensure that any conflicts of interest do not impair the independence of the advice provided to the Commission.


Audit and Control Committee


The main duties, other than those attributed by law, are described below, representing the adoption of recommendations under the new Code of Good Governance for listed companies:


  • Supervising the generation and presentation of mandatory financial information, and ensuring that the Board seeks to present accounts to the General Shareholders' Meeting without any limitations or qualifications in the Audit Report.
  • Ensuring that the company and the accounts auditor adhere to rules governing the provision of services other than auditing, limits on the concentration of auditor services and other general regulations concerning the independence of account auditors.
  • Ensure that the remuneration of the auditor of accounts does not compromise quality or independence.
  • Receiving regular information on activities from the Internal Audit Department.
  • Establishing and supervising a system that allows employees to confidentially and, if possible and deemed appropriate, anonymously report any irregularities with potentially serious implications that may be identified at Ferrovial, particularly regarding financial and accounting matters.
  • Supervising compliance with internal Corporate Governance and conduct standards on share markets, and proposing improvements.

Contribution to value creation

Regarding Board and Senior Management remuneration, Ferrovial is following the company's general principles of remuneration, as well as the market's best practices, and refers to studies by prestigious firms, applicable regulations and its own internal regulations


The remuneration policy for the Board and Senior Management is aligned with Ferrovial's general principles of remuneration.

The principles of this policy are as follows: creating of long-term value, transparency, attracting and retaining the best professionals, achieving goals responsibly, and a reasonable balance between fixed remuneration components and variable components. For further information, the Annual Director Remuneration Report is available via www.ferrovial.com.

EXECUTIVE DIRECTORS REMUNERATION: CRITERIA

Breakdown of remuneration into fixed and variable elements. Alignment with Ferrovial's objectives through:


  • Periodic involvement in plans linked to shares and connected with achieving profitability metrics.
  • In some cases, recognition of a deferred remuneration item.
  • No assumption of pension obligations.


Linking the variable elements with the achievement of corporate objectives

  • The objectives established in the Strategic Plan, make it possible, to define metrics to which annual variable remuneration and medium-/long-term remuneration are linked.


Applicable regulations


Market data:

  • Ferrovial follows the market's best remuneration practices and refers to studies by prestigious firms.



Senior Management Remuneration (thousand €)

2015

Fixed remuneration
5,006
Variable remuneration
5,431
Share option / award schemes
14,614
Others (1) (2)
1,945
TOTAL 26,996
Executive Directors Remuneration (thousand €) Fixed
Variable
Share option/ award schemes (1) Others(2) Total
Rafael del Pino y Calvo-Sotelo 1,335
2,034
2,323
6
5,698
Joaquín Ayuso García (3) 0
0
3,685
31
3,716
Íñigo Meirás Amusco 1,100
1,837
5,798
3
8,738
Total 2,435
3,871
11,806
40
18,152

INTERNAL REGULATIONS OF FERROVIAL

  • Remuneration for External Directors shall be determined so as to adequately compensate them for the dedication required by the position without comprising their independence.
  • Remuneration formulas involving 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 General Shareholders' Meeting, as a separate item on the agenda.

Chairman

Rafael del Pino

Executive and Proprietary Director. Executive Committee

MS Civil Engineer (Universidad Politécnica de Madrid, 1981). MBA (MIT Sloan School of Management, 1986). Chairman of Ferrovial since 2000 and CEO since 1992. Chairman of Cintra from 1998 to 2009. Member of MIT Corporation, Board of Zurich Insurance Group, International Advisory Board of IESE and MIT Energy Initiative, and European Advisory Board of Harvard Business School and MIT Sloan School of Management. Former Member of the Board of Banesto and Uralita.

Vice-Chairmen


Santiago Bergareche

Independent Director. Executive Committee, Audit and Control Committee and Appointments and Remunerations Committee   

Degree in Economics and Law (Universidad Comercial de Deusto). 1st Vice-Chairman of the Ferrovial Group and member of the Board of Directors since 1999. Joined Ferrovial in 1995 as Chairman of Agroman. In February 1999, after the merger of Ferrovial and Agroman, appointed CEO of Ferrovial. Chairman of Vocento; Vice-Chairman of Nmás1 Dinamia, S.A.; Director of Maxam Corp Holding, S.L. and Deusto Business School; Trustee of the Fundación Casa Ducal de Medinaceli. Former Managing Director of Banco Bilbao Vizcaya Argentaria (BBVA); Chairman of Metrovacesa and of Cepsa.


Joaquín Ayuso

External Director. Executive Committee and Audit and Control Committee  

Degree in Civil Engineering (Universidad Politécnica de Madrid). Director of Ferrovial since 2002. Joined Ferrovial in 1982; appointed Managing Director of Construction in 1992. CEO of Ferrovial Agroman from 1999 to 2002. Former CEO of Ferrovial and Vice-Chairman of Cintra from 2002 to 2009. Director of Bankia, National Express Group and Hispania Activos Inmobiliarios; member of the Advisory Board of the Instituto Universitario de Investigación en Estudios Norteamericanos Benjamin Franklin and A.T. Kearney for Spain and Portugal. Former Director of Holcim España, S.A.

CEO

Íñigo Meirás

Executive Director. Executive Committee 

Degree in Law (Universidad Complutense de Madrid); MBA (IE Business School). CEO of Ferrovial since 2009. Joined Ferrovial in 1992; former Managing Director of  Autopista del Sol and Director of Toll Roads at Cintra. CEO of Ferrovial Services from 2000 to 2007; later appointed CEO of Ferrovial Airports. Previously worked at Holcim Group and Carrefour Group.

Directors

Juan Arena

Independent Director. Audit and Control Committee and Appointments and Remunerations Committee 

PhD in Industrial Engineering (ICAI), Degree in Business Administration (ICADE), Degree in Psychology, Diploma in Tax Studies and AMP (Harvard Business School). Director of Ferrovial since 2000. Director of Laboratorios Almirall, Everis, Meliá Hotels International and Panda; Chairman of the Advisory Board of Consulnor and Marsh; member of the Advisory Board of Spencer Stuart, the Professional Council of ESADE, the European Advisory Board of Harvard Business School and UBS Bank; member of the Board of Directors of Deusto Business School; Senior Lecturer of the Harvard Business School (2009-2010). Former CEO and Chairman of Bankinter; Director of TPI, Dinamia and Prisa.


María del Pino

External Proprietary Director. Executive Committee

Degree in Economics and Business Administration (Universidad Complutense de Madrid); Management Development Program (IESE). Director of Ferrovial since 2006. Chairman of the Rafael del Pino Foundation; Rotating Chairman / Vice-Chairman of the Board of Directors of Casa Grande de Cartagena, S.L.U.; Member of the Board of Trustees of the Princess of Asturias; Trustee of the Codespa Foundation and of the Fundación Científica de la Asociación Española contra el Cáncer. Former member of the Governing Board of the Asociación para el Progreso de la Dirección.


Santiago Fernández Valbuena

Independent Director. Audit and Control Committee and Appointments and Remunerations Committee

Degree in Economics (Universidad Complutense de Madrid); PhD and Master’s Degree in Economics (Northeastern University, Boston). Director of Ferrovial since 2008. Since 2012 Director of Telefónica, S.A. Former Chairman of Telefónica Latinoamérica; Chief Strategy, Finance and Corporate Development Officer at Telefónica; Managing Director of Société Générale Valores and Head of Equities at Beta Capital; Professor of Applied Economics at the Universidad Complutense and Professor at IE Business School.


José Fernando Sánchez-Junco

Independent Director  
Lead Director. Executive Committee and Appointments and Remunerations Committee

Degree in Industrial Engineering (Universidad Politécnica de Barcelona). ISMP Graduate at Harvard Business School. Member of the State Corps of Industrial Engineers. Director of Ferrovial since 2009. Director of Cintra from 2004 to 2009. Chairman and Managing Director of Maxam Group. Former Managing Director of Industrias Siderometalúrgicas y Navales and Managing Director of Industry at the Ministry of Industry and Energy.


Joaquín del Pino
 

External Proprietary Director

Degree in Economics and Business Administration; MBA (IESE). Director of Ferrovial since 2015 (and has represented the Director Karlovy, S.L. of Ferrovial since 2010, reelected in 2013). Rotating Chairman / Vice-Chairman of the Board of Directors of Casa Grande de Cartagena, S.L.U.; legal representative of Soziancor, S.L.U., Chairman of the Board of Directors of Pactio Gestión, SGIIC, S.A.U.; and Trustee of the Rafael del Pino Foundation and the Plan España Foundation. Former Director of Banco Pastor.


Leopoldo del Pino *

External Proprietary Director

Graduate in Civil Engineering (Politécnica University, Madrid); MBA from INSEAD. Director of Ferrovial since 2015 (and has represented the Director Portman Baela, S.L. of Ferrovial since 2010, reelected in 2013). Executive Chairman of Estacionamientos Iberpark, S.A. and member of International Advisory Board of INSEAD. Among his previous positions are: Executive Vice-Chairman of Empark and Vice-Chairman of its Executive Committee; Director and member of the Executive Committee of Ebro Foods; Country Manager for Spain and member of the Management Committee of Cintra; Chairman of Ausol, Autema, Autopista Madrid Levante, Autopista Alcalá O’Donnell, Esli and ANERE; Vic  Chairman of ASESGA, Autopista Trados 45 and EULSA; Director of SMASSA, AUSSA and EGUISA; Managing Director of Cintra Aparcamientos and Dornier; Managing Director of Industry, Energy and Mining in the Madrid Regional Government.
* On January 21, 2016 Leopoldo del Pino resigned from the Board of Directors.


Howard L. Lance

Independent Director

Bachelor of Science degree in Industrial Engineering from Bradley University. Master of Science degree in Management from Krannert School of Management, Purdue University. Director of Ferrovial since 2014. Executive Advisor to The Blackstone Group; Chairman of Summit Materials, Inc. and Emdeon, Inc. Former Chairman, President and CEO of Harris Corporation; former member of the Board of Stryker, Inc. and former member of the Board of Eastman Chemical Company.


Óscar Fanjul Martín

Independent Director. Executive Committee

Professor of Economic Theory on leave of absence. Director of Ferrovial since 2015. Vice-Chairman of Omega Capital; Director of LafargeHolcim, Marsh & McLennan Companies and Acerinox; Trustee of the Foundation of Friends of the Prado Museum, of the Center for Monetary and Financial Studies (Bank of Spain) and of the Aspen Institute (Spain). Former founding Chairman and CEO of Repsol; Chairman of Hidroeléctrica del Cantábrico; non-executive Chairman of NH Hoteles and Deoleo; Director of Unilever, BBVA, London Stock Exchange and Areva.

Secretary

Santiago Ortiz Vaamonde 

Spanish State Attorney; PhD in Law (Universidad Complutense de Madrid). General Counsel and Secretary of the Board of Directors of Ferrovial since 2009. Former partner at Cuatrecasas and Ramón y Cajal law firms, in charge of Trial Law and Public and Regulatory Law; Agent of the Kingdom of Spain before the Court of Justice of the European Union; professor at the Diplomatic School and the Carlos III University.

1 Íñigo Meirás. CEO

Graduate in Law and MBA from the IE Business School. He joined Ferrovial in 1992 and was Managing Director of the Autopista del Sol and Director of Toll Roads for Cintra until November 2000. Between 2000 and 2007 he headed the expansion of Ferrovial Services as Managing Director, later as CEO, and in 2007 he was appointed CEO of Ferrovial Airports. He held the position of Managing Director of Ferrovial between April and October 2009, when he became CEO.

2 Alejandro de la Joya. CEO of Ferrovial Agroman

He is a Civil Engineer. He joined the company in 1991. He has developed his career working in Spain, Morocco, Italy, Portugal and later in Poland (Budimex) as Director. In 2005 he held the post of Foreign Business Director and from 2007 Director of International Construction. In 2008 he was appointed CEO of Ferrovial Agroman.
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3 Enrique Díaz-Rato. CEO of Cintra

Graduate in Civil Engineering and Economic Sciences, and MBA from the EOI. He joined Ferrovial in 2001 as Managing Director of Cintra Chile. In 2004 he was appointed General Manager of the 407 ETR Toll Road in Toronto, Canada and since April 2006 he held the position of Director of Toll Roads for the United States, Canada, Chile and Ireland. In July 2006 he was named CEO of Cintra.

4 Álvaro Echániz. CEO of Ferrovial FISA (Real Estate division)

He holds a degree in Business Studies. He joined Ferrovial with the takeover of Agroman, a company in which he held the position of Chief Financial Officer. He was formerly Chief Financial Officer of Cintra between 1998 and 2002. He was later appointed Chief Executive Officer of FISA, Ferrovial’s Real Estate division.

5 María Dionis. Managing Director of Human Resources 

Graduate in Psychology from Complutense University of Madrid and Master’s Degree in Human Resources Management from the University of Maryland. Before joining Ferrovial, she developed her professional career in companies such as Andersen Consulting, Watson Wyatt, Soluziona and Getronics Iberia. She joined Ferrovial in April 2006, as Director of Human Resources Development. In May 2010 she became Director of Human Resources and Communication of the Services Division, and since June 2015 has served as Managing Director of Human Resources. 

6 Federico Flórez. Chief Information and Innovation Officer (CIIO)

Graduate in Naval Engineering; Master's Degree in Business Administration and IT Management, PAD IESE, INSEAD Advanced Management Program. Diplomas in Senior Management from Harvard, MIT and Cranfield. He has developed his career in companies such as IBM, Alcatel and Telefónica. He was also CIO of the Bank of Spain. In April 2008 he was appointed Chief Information Officer.

7 Jorge Gil. CEO of Ferrovial Airports

Degree in Business and Law from ICADE University. CEO of Ferrovial Airports and member of the Board of Directors of Heathrow Airport Holdings since December 2012. He joined Ferrovial in 2001 through Cintra, where he led the Department of Corporate and Business Development, working as CEO of the 407 ETR, Chicago Skyway and Indiana Toll Road highways. In 2010 he was appointed Capital Markets and Finance Director of Ferrovial. He began his career at The Chase Manhattan Bank, working in Corporate Finance and M&A.

8 Ernesto López Mozo. Chief Financial Officer (CFO)

Civil Engineer (Polytechnical University of Madrid) and MBA from The Wharton School of The University of Pennsylvania. In 2009 he was appointed Chief Financial Officer of Ferrovial. Previously, he held various management positions at Grupo Telefónica, JP Morgan and Banco Santander. He also worked in civil works prior to obtaining his MBA degree.

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9 Santiago Olivares. CEO of Ferrovial Services

Graduate in Industrial Engineering from ICAI and an MBA from MIT. He joined Ferrovial in 2002 as the Business Development Director for the Services Division. He later became the Director of the international area of this division. In May 2007 he was appointed CEO of Ferrovial Services.

10 Santiago Ortiz Vaamonde. General Counsel

Spanish State Attorney; PhD in Law (Universidad Complutense de Madrid). General Counsel and Secretary of the Board of Directors of Ferrovial since 2009. Former partner at Cuatrecasas and Ramón y Cajal law firms, in charge of Trial Law and Public and Regulatory Law; Agent of the Kingdom of Spain before the Court of Justice of the European Union; professor at the Diplomatic School and the Carlos III University.

11 María Teresa Pulido. Director of Corporate Strategy

Graduate in Economics from Columbia University and an MBA from MIT. She has vast experience in the field of strategic consulting (McKinsey) and also in investment banking and private banking (in banks such as Citigroup, Deutsche Bank and Bankers Trust). Member of MIT's Sloan EMSAEB Board. Joined Ferrovial in April 2011, as Director of Corporate Strategy. Since July 2014 she has been a member of the Management Committee of Ferrovial Group.

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