Corporate Governance
Annual Report 2001
Since flotation in May 1999, Ferrovial, S.A. has
been subject to internal regulations on governance and the way
the Board of Directors functions, namely the Board of Directors Regulation
and Internal Code of Conduct Regulation
on Matters relating to Securities Markets.The group has adapted its organisation
and actions accordingly. During
2001, the group took certain measures
to comply with the Code of Good Governance
(see relevant section in this Annual
Report for further details). BOARD
OF DIRECTORS The Board of
Directors Regulation stipulates that the main
function of the Board is supervisory and
includes directing group policy
and strategy, monitoring management
and evaluating executive performance.
The Board confines itself to taking decisions which are
of particular relevance to group organisation and business, such
as the appointment, remuneration and, where appropriate, dismissal
of senior managers as well as operations
related to investments, divestments, financing or guarantees involving
major assets. During financial year 2001, the
Board of Directors consisted of eleven members, three of whom were
executive and the other eight non-executive. In
January 2002, the number of executive directors was reduced
to two, although the Shareholders’ Meeting will be asked to appoint
a new executive director, who will also
be CEO. One of the executive
directors and three of the non-executive directors
represent the majority shareholders. The
Board of Directors considers that
the other six non-executive directors
are independent.
The Chairman of the Board of Directors is also the chief
executive of the group. During financial
year 2001, the Board of Directors met twelve times, i.e. about
once per month. The Board of Directors
Regulation introduced an age limit of 70 for holding an executive position and
65 for the Vice-Chairman (if an executive), CEO
and Secretary of the Board of Directors.
