(Ferrovial) Commissions

Executive Committee

In July 2000, in accordance with the Bylaws, the Board of Directors established an Executive Committee to which it expressly delegated all the powers corresponding to the Board of Directors, except the powers that cannot be delegated under the law or the Bylaws. The Executive Committee currently comprises the following Directors:

• Rafael del Pino, Executive Chairman and Proprietary Director.
• Santiago Bergareche, External Independent Director.
• Joaquín Ayuso, Executive Director.
• Íñigo Meirás, Executive Director.
• Jaime Carvajal, External Director.
• María del Pino, External Proprietary Director.
• José Fernando Sánchez-Junco, External Independent Director.

Advisory Committees to the Board of Directors

The Advisory Committees to the Board of Directors are the Audit and Control Committee and the Nomination and Remuneration Committee, which were created in 1999. These Committees comprise external Directors only, in accordance with the Board Regulation, and they have the powers of information, advice, supervision and proposal in the matters of their respective competence. The Committees´ powers of proposal do not preclude the possibility of the Board deciding on such matters on its own initiative, while duly consulting the corresponding Committee.

According to the Board Regulation, a decision which clashes with a Committee´s recommendations can only be adopted with a resolution by the Board of Directors.

In accordance with the Board Regulation, the Chairmen of both Committees are independent Directors. They also share the same limits as to minimum and maximum number of members, as established by the Board Regulation: between four and six.

The Committees shall regulate their own functioning and, where not specifically envisaged, the rules established in the Board Regulation in relation to the Board apply.

Audit and Control Committee

The current composition of the Audit and Control Committee is as follows:

• Santiago Fernández (Chairman), External Independent Director.
• Juan Arena, External Independent Director.
• Gabriele Burgio, External Independent Director.
• PORTMAN BAELA, S.L. (Leopoldo del Pino), External Proprietary Director.

On 21 March 2003, the Shareholders´ Meeting resolved to amend the Bylaws to include the Audit and Control Committee Regulation, in accordance with Law 44/2002 on Measures to Reform the Financial System, and to include other powers for the Committee, in addition to those required by that Law, such as monitoring the compliance with the internal code of conduct in matters relating to the securities markets, facultades ampliadas nuevamente con ocasión de la aprobación el pasado 25 de julio de 2003 del nuevo Reglamento del Consejo de Administración. The main functions of the Audit and Control Committee are as follows:

• Propose to the Board of Directors, for submission to the Shareholders Meeting, the appointment of the external auditors of the Company and its consolidated group, including the conditions of the engagement, the scope of the professional mandate and, if appropriate, revocation or non-renewal.
• Take the appropriate measures to ensure that the provision of advisory and consulting services by the Company's external audit firm (or companies in its group) conforms to current regulations on this matter and the limits on the auditor's concentration of business, so that there is no risk to the external auditor's independence.
• Liase between the Board of Directors and external auditors, and evaluating the results of each audit.
• Propose the selection, appointment, re-appointment or replacement of the head of internal audit.
• Supervise the internal audit services.
• Supervise the information which the Board of Directors must approve and include in its annual public documentation.
• Assist the Board in its mission of ensuring the correctness and reliability of periodical financial information.
• Supervise compliance with the legal requirements and the correct application of generally accepted accounting principles.
• Analyse and evaluating the main business risks and the systems established to manage and control them.
• Establish and supervise a system that enables any employee to report, confidentially and, if he/she wishes, anonymously, any situation of inefficiency, improper behaviour or violations of importance, particularly with regard to finance or accounting, within Ferrovial.
• Advise, prior to approval by the Board of Directors, on the incorporation and acquisition (or similar transactions) of holdings in companies domiciled in tax havens and of special purpose vehicles.
• Monitor compliance with the internal regulations relating to corporate governance and to the securities markets, and propose any necessary improvements.

Nomination and Remuneration Committee

The current composition of the Nomination and Remuneration Committee is as follows:

• Gabriele Burgio (Chairman), External Independent Director.
• Juan Arena, External Independent Director.
• Jaime Carvajal, External Director.
• Santiago Bergareche, External Independent Director.

The main functions of the Nomination and Remuneration Committee are as follows:

• Inform the proposals for the appointment of Directors and of the CEO.
• Propose the appointment of the Lead Director and members of each Committee.
• Analyse the process that provides for an orderly succession of the Chairperson and Managing Director.
• Inform about the appointment or dismissal of the executives who report directly to the CEO.
• Propose the system and amount of annual remuneration for Directors.
• Inform about the contracts and remuneration system for Senior Management.
• Establish measures to ensure that Ferrovial does not hire, as employees or senior managers, persons who have performed research on the Company at rating agencies in the two years after the analyst leaves the agency.