Functions of the Board of Directors

The function of the Board of Directors of Ferrovial, S.A. is to manage, represent and supervise, as may be necessary, in order to ensure that the Company fulfils its corporate objectives, while seeking to protect the Company’s general interests and create value for the benefit of all the shareholders.

Without prejudice to the powers delegated to it, the Board, directly or through its Committees, has exclusive powers regarding a number of matters, including: 

• Approving Ferrovial’s strategic guidelines, management goals and annual budgets.  
• Approving Ferrovial’s policy in the following areas: investments and finance, structure of the group of companies, corporate governance, corporate social responsibility, remuneration and evaluation of senior executives, risk control and management, shareholder remuneration and own shares.  
• Appointment and removal of the Company’s Managing Director, after consultation with the Nomination and Remuneration Committee.  
• Directors’ remuneration, based on a proposal from the Nomination and Remuneration Committee.  
• Drafting financial statements, monitoring the Company’s quarterly financial statements and supervising the information that must be provided periodically to the markets or supervisory authorities.  
• Approving investments or transactions whose size or special characteristics makes them strategic, except where their approval is reserved for the Shareholders’ Meeting.  
• Approving the incorporation and acquisition of holdings in companies domiciled in tax havens and of special purpose vehicles, where their nature, object, accounting, finances or any other circumstance might impair the group’s transparency.  
• Based on a report by the Audit and Control Committee, granting the exemptions and other authorizations regarding directors’ duties which are within its power, in accordance with the Regulation of the Board of Directors.