Code of  Good Governance Annual Report 2001 The  Board  of  Directors  Regulation  and  the  Internal  Code  of  Conduct  Regulation  Governing  Matters Pertaining to the Securities Markets, in force since 1999 and partially amended on 9 March 2001, provide Grupo Ferrovial with internal regulations for the company's governance and the workings of its Board of Directors, and the company’s organization and actions have adhered to them since they were approved. The   following   is   a   detailed   description   of   the   way   in   which   the   Company   has   adopted   the recommendations from the Code of Good Governance. 1.THE BOARD OF DIRECTORS’ MISSION Recommendation 1: “The Board of Directors should expressly assume the general supervisory function as its core mission, exercise the corresponding responsibilities indelegably and establish a formal list of the matters which are its exclusive competence.” The Regulation establishes that the main mission of the Board of Directors shall be that of performing its supervisory  function,  which  includes  orienting  Company  policy,  supervising  management,  evaluating executive performance and making the most significant decisions within the Company.Without prejudice to the powers delegated to the Board of Directors and the applicable legislation, the Board of Directors, either directly or via its Committees, establishes as matters of its exclusive competence, among others, the following: - Appointment, remuneration and, where appropriate, dismissal of the Company’s senior management. - Approval and supervision of the strategies established for the Company’s development. - Control and evaluation of the executives' conduct of business. - Constitution of new companies and acquisition or sale of holdings in existing companies,  where the latter imply the gain or loss of a majority stake, exceed certain percentages of ownership or represent the commencement or abandonment of business lines. - Mergers, spin-offs and concentrations involving the Company or any of its direct investees. - Investment,   divestment,   financing   or   guarantee   transactions   involving   substantial   group   assets   for amounts above specific thresholds. - Policy governing information and communication to shareholders, markets and public opinion.