1. Ferrovial
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Board of Directors

On 16 June 2023, Ferrovial, S.A. was merged into Ferrovial International SE which was renamed Ferrovial SE. The board of directors of Ferrovial SE is comprised of the same members as the board of directors of Ferrovial, S.A. immediately prior to the merger effective time.

Except in matters reserved for the Shareholders’ Meeting, the Board of Directors is Ferrovial’s primary decision-making body. Together with the management team, the Board is charged with the management of the Company and is responsible for its continuity and for sustainable long-term value creation. 

Ferrovial’s Corporate Governance

  • The Board of Directors comprises 12 members. There is a Lead Director, who channels any concerns expressed by the Non-Executive Directors. Directors have been reappointed for maximum periods of three years, this allows shareholders to express their opinion on Director performance more frequently.
  • Both the Audit and Control Committee and the Nomination and Remuneration Committee comprise only Non-Executive Independent Directors according to independence requirements of Nasdaq and SEC Rules and Dutch Corporate Governance Code.
  • The main purpose of the Audit and Control Committee is to oversee the Company’s accounting and financial reporting processes and the audits of the financial statements, and to assist the Board in its decision-making process in relation to the supervision of the integrity and quality of the financial and sustainability reporting and the effectiveness of the internal risk management and control systems.
  • The main purpose of the Nomination and Remuneration Committee is to identify individuals qualified to become Directors consistent with criteria approved by the Board and to recommend the Board the director nominees to be presented to the Shareholders Meeting, and to prepare the Board’s decision with respect to the compensation of Directors and executive officers.
  • Ferrovial regularly analyses best practices and corporate governance standards in The Netherlands, Spain and United States.

Chairman

Rafael del Pino

Executive Director

  • Civil Engineer (Polytechnic University of Madrid, 1981); MBA (Sloan School of Management, MIT, 1986).
  • Executive Chairman of Ferrovial SE since 2023 (and of Ferrovial, S.A. since 2000) and CEO from 1992 until 2000. Chairman of Cintra from 1998 to 2009.
  • Member of the MIT Energy Initiative’s External Advisory Board and the MIT Sloan European Advisory Board. He also is a member of the IESE’s International Advisory Board and the Royal Academy of Engineering of Spain.
  • He has been Director of Zurich Insurance Group, Banesto and Uralita. Also, he was a member of the MIT Corporation and the Harvard Business School European Advisory Board.

Other information:

Mr. Rafael del Pino has a controlling interest in the shareholder Rijn Capital SARL.

Mr. Rafael del Pino direct or indirectly holds 152,299,122 shares in Ferrovial SE representing 20.56% of the share capital. Additionally, in the framework of the long-term incentive plans, he has been assigned 146,321 Ferrovial SE “restricted stock units” representing 0.02% of the issued share capital.

Vice-chairman

Óscar Fanjul

Non-Executive Independent Director

  • Degree in Economics (Universidad Complutense de Madrid).
  • Director of Ferrovial since SE since 2023 (and of Ferrovial, S.A. since 2015).
  • Director of Marsh & McLennan Companies and Cellnex Telecom. Trustee of the Center for Monetary and Financial Studies (Bank of Spain), of the Aspen Institute (Spain) and of the Norman Foster Foundation.
  • Former founding Chairman and CEO of Repsol; Chairman of Hidroeléctrica del Cantábrico; Non-Executive Chairman of NH Hoteles and Deoleo; Non-Executive Vice-Chairman of Holcim; Director of Acerinox, Unilever, BBVA, London Stock Exchange and Areva.

Mr. Oscar Fanjul holds 46,069 shares in Ferrovial SE representing 0.01% of the share capital.

CEO

Ignacio Madridejos

Executive Director

  • Civil Engineer (Polytechnic University of Madrid); MBA (Stanford University).
  • CEO of Ferrovial SE since 2023 (and of Ferrovial, S.A. since 2019).
  • Former Regional President of CEMEX USA; Regional President of CEMEX Northern Europe; global responsible of CEMEX Energy, Security and Sustainability areas; President of CEMEX Spain; and CEO of CEMEX Egypt. He previously worked at McKinsey and Agroman. He was also President of OFICEMEN (Spanish Association of Cement Manufacturers), IECA (Spanish Institute of Cement and its Applications), and CEMBUREAU (European Cement Association).

Mr. Ignacio Madridejos holds 136,508 shares in Ferrovial SE representing 0.02% of the share capital. Additionally, in the framework of the long-term incentive plans, he has been assigned 187,766 Ferrovial SE “restricted stock units” representing 0.03% of the issued share capital.

Directors

María del Pino

Non-Executive Director

  • Degree in Economics and Business Administration (Universidad Complutense de Madrid); Management Development Program (IESE).
  • Director of Ferrovial SE since 2023 (and of Ferrovial, S.A. since 2006).
  • Chairperson of the Fundación Rafael del Pino. Legal representative of Menosmares, S.L. that holds the positions of rotating Chairperson / Vice-Chairperson of the Board of Directors of Casa Grande de Cartagena, S.A.U. and Vice-Chairperson of the Board of Directors of Pactio Gestión, SGIIC, S.A.U. Member of the Board of Trustees of the Princess of Asturias.

Other information:

Ms. María del Pino is majority shareholder, as well as Director and CEO, of the shareholder Menosmares, S.L.

Mrs. María del Pino direct or indirectly holds 61,160,900 shares in Ferrovial SE representing 8.26% of the share capital.

José Fernando Sánchez-Junco

Non-Executive Independent Director

  • Degree in Industrial Engineering (Polytechnic University of Barcelona); ISMP Graduate (Harvard Business School) and member of the State Corps of Industrial Engineers (on leave since 1990).
  • Director of Ferrovial SE since 2023 (and of Ferrovial, S.A. since 2009). Director of Cintra from 2004 to 2009.
  • Honorary Chairman of MaxamCorp Holding.
  • Former Executive Chairman of Maxam Group; Managing Director of Iron and Steel and Naval Industries and Managing Director of Industry at the Ministry of Industry and Energy; Director of Dinamia and Uralita.

Mr. José Fernando Sánchez-Junco holds 182,871 shares in Ferrovial SE representing 0.02% of the share capital.

Philip Bowman

Non-Executive Independent Director

  • Degree with honors in Natural Science (University of Cambridge); Master in Natural Science (University of Cambridge).
  • Director of Ferrovial SE since 2023 (and of Ferrovial, S.A. since 2016).
  • Non-Executive Chairman of Tegel Group Holdings Limited, Sky Network Television Limited and Majid Al Futtaim Properties LLC; Non-Executive Director of the affiliates Majid Al Futtaim Holding LLC and Majid al Futtaim Capital LLC; and Non-Executive Director of KMD Brands Limited.
  • Former Chairman of Potrero Distilling Holdings, Coral Eurobet Limited and Liberty plc; Non-Executive Chairman of The Munroe Group (UK) Limited; CEO of Smiths Group plc, Scottish Power plc and Allied Domecq plc; and Director of Burberry Group plc, Berry Bros. & Rudd Limited, Scottish & Newcastle Group plc, Bass plc, British Sky Broadcasting Group plc and Coles Myer Limited and Non-Executive Director of Better Capital PCC.

Mr. Philip Bowman holds 32,760 shares in Ferrovial SE representing 0.00% of the share capital.

Hanne Sørensen

Non-Executive Independent Director

  • MsC. in Economics and Management from the University of Aarhus (Denmark).
  • Director of Ferrovial SE since 2023 (and of Ferrovial, S.A. since 2017).
  • Vice-Chairperson of Holcim; Non-Executive Director of Tata Motors, Tata Consulting Services, Jaguar Land Rover Automotive Plc and its subsidiaries Jaguar Land Rover Ltd and Jaguar Land Rover Holdings Ltd.
  • Former CEO of Damco and Maersk Tankers; Chief Commercial Officer at Maersk Line; and CFO for the Asia Region at Maersk Line (A.P. Moller-Maersk Group). She has also been Chairperson of ITOPF, Vice-Chairperson of Hoegh Autoliners and Director of Delhivery, Axcel and INTTRA.

Ms. Hanne Sørensen does not hold shares in Ferrovial SE.

Bruno Di Leo

Non-Executive Independent Director

  • Degree in Business Administration from Ricardo Palma University and postgraduate degree from Escuela Superior de Administracion de Negocios, both in Lima (Perú).
  • Director of Ferrovial SE since 2023 (and of Ferrovial, S.A. since 2018).
  • Non-Executive Director of Cummins; member of the IESE’s International Advisory Board in Spain and of the Deming Center Advisory Board of Columbia Business School.
  • Former Non-Executive Director of Taiger. He has developed his professional career at the multinational group IBM. He served as Senior Vice-President of IBM Corporation; Senior Vice-President of Global Markets; General Manager of the Growth Markets Unit; General Manager for Global Technology Services in Southwest Europe and General Manager for Northeast Europe; General Manager for IBM Latin America and General Manager of IBM Brazil.

Mr. Bruno Di Leo does not hold shares in Ferrovial SE.

Juan Hoyos

Non-Executive Independent Director / Lead Director

  • Degree in Economics (Universidad Complutense de Madrid); Master in Business Administration in Finance and Accounting (Columbia Business School).
  • Director of Ferrovial SE since 2023 (and of Ferrovial, S.A. since 2019).
  • Director of Inmoglaciar and Gescobro.
  • Former Chairman, Senior Partner of McKinsey & Company Iberia and member of the McKinsey & Company Shareholder Council worldwide; Strategy, Brand & Marketing Executive Vice-President of Banco Santander Brazil; Executive Chairman of Haya Real Estate and Director of Banco Santander Chile and Banco Santander Mexico.

Mr. Juan Hoyos holds 5,931 shares in Ferrovial SE representing 0.00% of the share capital.

Gonzalo Urquijo

Non-Executive Independent Director

  • Degree in Economic and Political Sciences (Yale University). Executive MBA (Instituto de Empresa, Madrid).
  • Director of Ferrovial SE since 2023 (and of Ferrovial, S.A. since 2019).
  • CEO of Talgo; Non-Executive Director of Gestamp Automoción; Chairman of the Hesperia Foundation; member of the Board of Trustees of the Princess of Asturias Foundation.
  • Former Chairman of Abengoa and ArcelorMittal Spain; member of the General Management of ArcelorMittal and head of the sectors of Long Products, Stainless Steel, Tubes, Emerging Markets; CFO and head of the Distribution sector of Arcelor; CFO of Aceralia Corporación Siderúrgica. He previously worked at Citibank and Crédit Agricole. He was also Chairman of the ArcelorMittal Foundation and of UNESID (the Spanish union of steel companies); Director of Aceralia, Atlantica Yield, Aperam, Vocento and other companies.

Mr. Gonzalo Urquijo holds 215 shares in Ferrovial SE representing 0.00% of the share capital.

Hildegard Wortmann

Non-Executive Independent Director

  • Degree in Business Administration (University of Münster, Germany); MBA from the University of London.
  • Director of Ferrovial SE since 2023 (and of Ferrovial, S.A. since 2021).
  • Member of the Extended Executive Committee of Volkswagen Group; member of the Board of Management of Audi AG as Head of Sales and Marketing; Non-Executive Director of Volkswagen Financial Services AG and of the Supervisory Board of Porsche Holding, Porsche Austria and Porsche Retail.
  • Former member of the Board of Management of the Volkswagen Group, Senior Vice-President for Product Management, Senior Vice-President for the Brand and CEO for the Asia-Pacific region of the BMW automotive group; Non-Executive Director of the Supervisory Board of Cariad and several executive posts at Unilever for Germany and United Kingdom.

Mrs. Hildegard Wortmann does not hold shares in Ferrovial SE.

Alicia Reyes

Non-Executive Independent Director

  • Degree in Law, Economics and Business Administration (Madrid Universidad Pontificia de Comillas, ICADE); PhD (summa cum laude) in quantitative methods and financial markets from the same university.
  • Director of Ferrovial SE since 2023 (and of Ferrovial, S.A. since 2021).
  • Independent Director of Banco Sabadell; member (Independent Director) of the General and Supervisory Board of EDP; Independent Director of KBC Group and Director of its affiliates KBC Bank and KBC Global Services; Guest Professor at the Institute of Finance and Technology in the School of Engineering at University College London (UCL).
  • Former CEO of Momentus Securities and CEO for the EMEA region of Wells Fargo Securities; Director of TSB Bank; Global Head of structuring in the investment banking division and Global Head of insurance solutions and strategic equity derivatives of Barclays Capital; Country Manager for Spain and Portugal of Bearn Stearns; Chief Investment Officer of the Abengoa group’s venture capital fund specialized in technology (Telecom Ventures). She previously worked for Deutsche Bank.

Mrs. Alicia Reyes does not hold shares in Ferrovial SE.

Secretary

Geerte Hesen

  • PhD in Economics and Law from the University of Maastricht.
  • General Counsel and Secretary of the Board of Directors of Ferrovial SE since 2024.
  • Member of the Board of the Nederlands Genootschap van Bedrijfsjuristen and of CARE Netherlands.
  • Former General Counsel at Lumicks, Deputy General Counsel at ASML, and Head of Legal at Philips Personal Health.
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