BEST PRACTICES IN CORPORATE GOVERNANCE

Ferrovial has a Board of Directors Regulation and an Internal Code of Conduct to regulate its corporate governance; the actions, organisation and performance of its Board of Directors, and the establishment of measures to ensure a high level of transparency and introduce codes of conduct to ensure there is no interference in the company's performance in the securities markets.

Subsequently, in 2004 the Company approved the Shareholders' Meeting Regulation, which regulates the Shareholders' Meeting and safeguards shareholders' rights.

Ferrovial's Board currently comprises eleven directors: three Executive Directors (one is also proprietary), three Proprietary, and five Independent.

The Board has an Executive Committee and two Advisory Committees which are empowered to inform, advise, supervise and propose on the matters in their power:

• the Audit and Control Committee, comprising external directors (one proprietary and three independent), whose main functions are related to financial information, external and internal auditors, risk management and control, and corporate governance;

• the Appointment and Remuneration Committee, comprising independent directors only, and whose functions are to appoint directors and establish annual remuneration for directors and contracts and remuneration of senior management, among others.
In 2005, Ferrovial reinforced best practices in corporate governance and enhanced transparency. The main measures implemented were voting and proxy-granting by means of distance communication at the Shareholders' Meeting in 2005. Shareholders will be able to vote on-line by electronic means at the 2006 Shareholders' Meeting.

More information can be found in the Corporate Governance Report in this Annual Report.

 

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