All powers assigned to the Board of Directors have been delegated to the Executive Committee, except those that are not delegable by law or the Bylaws.
The Executive Committee currently comprises the following Directors:
- Rafael del Pino y Calvo-Sotelo (Chairman).
- Ignacio Madridejos Fernández.
- María del Pino y Calvo-Sotelo.
- José Fernando Sánchez-Junco Mans.
- Óscar Fanjul Martín.
- Juan Hoyos Martínez de Irujo.
Audit and Control Committee
The current composition of the Audit and Control Committee is as follows:
- Mr. Óscar Fanjul Martín (Chairman).
- Mr. Philip Bowman.
- Mr. Gonzalo Urquijo Fernández de Araoz.
- Ms. Alicia Reyes Revuelta.
The Audit and Control Committee shall hold the competences envisaged in applicable law, as well as such others as may be assigned to it by the Board.
The Audit and Control Committee focuses on and assists the Board in its decision-making in relation to the supervision of the integrity and quality of the Company’s financial and sustainability reporting and the effectiveness of the Company’s internal risk management and control systems, including relations with the internal and external auditors, and compliance with and follow-up on their recommendations and comments (including on the auditing of the sustainability reporting).
In addition, it shall exercise the following functions:
In relation to financial and non-financial information:
- Monitor and evaluate the financial reporting process and the accuracy of the financial and non-financial information relating to the Ferrovial Group, reviewing compliance with the regulatory requirements, the accurate demarcation of the consolidation perimeter and the correct application of the accounting principles to safeguard the integrity of the process.
- Ensure that the annual accounts submitted by the Board to the General Meeting are drawn up in accordance with applicable accounting regulations and monitor the statutory audit of the annual accounts and the consolidated annual accounts.
In those cases where the auditor has included any qualification in its audit report, the chairman of the Audit and Control Committee will clearly explain the opinion of the Audit and Control Committee on its content and scope at the General Meeting, and a summary of this opinion will be made available to the shareholders at the time of the publication of the notice of the General Meeting, together with the rest of the proposals and reports of the Board.
In relation to the external auditor:
- Propose to the Board the selection process for the external auditor and the scope of the work to be carried out by the external auditor.
- Determine whether and, if so, how the external auditor should be involved in the content and publication of financial reports other than the annual accounts.
- Advise the Board regarding the external auditor’s nomination for appointment or reappointment or dismissal and prepare the selection of the external auditor.
- Annually discuss the draft audit plan with the external auditor and the findings of the external auditor based on the work the external auditor has undertaken.
- Meet with the external auditor as often as it considers necessary, but at least annually, without the Executive Directors being present.
- Assess and monitor the independence of the external auditor, specifically taking into account the extension of ancillary services to the Company.
- Procure that the remuneration of the external auditor does not compromise its quality or independence.
- Ensure that the Company and the external auditor respect the current regulations on the provision of non-audit services, limits on the concentration of the auditor’s business and in general, the other requirements concerning auditor independence.
- Serve as channel of communication between the Board and the external auditor, receive regular reports upon their work from the latter and evaluate the results of each audit, verifying that Senior Management complies with the recommendations of the auditor.
- The Audit and Control Committee shall guarantee that the external auditor annually holds a meeting with the Board in full to inform it of the work undertaken and developments in the Company’s risk and accounting positions.
- Supervise the external auditor’s functioning.
- Examine the issues giving rise to the resignation of the external auditor, should this come about.
In relation to internal audit
- Propose the selection, appointment or release of the Internal Audit Director. The Internal Audit shall supervise the proper operation of the systems of information and internal control of the Company and shall be responsible functionally to the chairman of the Audit and Control Committee.
- Monitor the independence of Internal Audit; ensure that it has the personal, technical and material means and capability necessary to perform its duties and, to this end propose the budget for these services.
- Receive regular report-backs on the activities of the internal audit services; approve, following presentation by the Internal Audit Director, the approach and the annual work plan, ensuring that its activity is focused primarily on the main risks (including reputational ones); to receive from the Internal Audit Director information on its implementation, including possible incidents and scope limitations arising during its implementation, the results and the follow-up of its recommendations; and verify that Senior Management are acting on findings and recommendations of its reports.
- The Internal Audit Director shall submit a report of its activities to the Audit and Control Committee at the end of each financial year.
- Establish measures so that the audit services can report any irregularities or nonconformities which they detect.
- To be informed about the operations of structural and corporate modifications which the Company intends to carry out, reporting in advance to the Board about the economic conditions and accounting impact of the same and, in particular, where relevant, about the proposed exchange ratio.
- Establish and supervise a mechanism whereby employees and other persons related to the Company, such as Directors, shareholders, suppliers, contractors or subcontractors can report any irregularities of potential significance, including financial or accounting irregularities or those of any other nature, related to the Ferrovial Group, that may be noticed within the Company or the Ferrovial Group.
- Supervise and evaluate the control and management systems for financial and non-financial risks relating to the Company and the Ferrovial Group, including operational, technological, legal, social, environmental, political and reputational risks or related to corruption.
- Supervise compliance with the internal regulations on corporate governance and of conduct on the securities markets and make proposals to improve them, also ensuring that the corporate culture is aligned with its purpose and values. In particular, report upon the related party transactions that must be approved by the General Meeting or the Board pursuant to applicable law, and prepare a report on the related party transaction if required by applicable law.
- Periodically assess the effectiveness of the compliance programme and the updating proposals that the compliance department submits to the Board for its continuous improvement, and ensure that the compliance department has the personal, technical and material means and the capability necessary to perform its duties.
- Ensure in general that the internal control policies and systems established are applied effectively in practice.
Nomination and Remuneration Committee
The current composition of the Nomination and Remuneration Committee is as follows:
- Mr. Bruno Di Leo (Chairman).
- Mr. José Fernando Sánchez-Junco Mans.
- Ms. Hanne Birgitte Breinbjerg Sørensen.
- Mr. Gonzalo Urquijo Fernández de Araoz.
The Nomination and Remuneration Committee shall exercise the competences envisaged in applicable law and regulations, as well as any other function which may be assigned to it by the Board, and do so with independence. The Nomination and Remuneration Committee prepares the Board’s decision-making regarding:
- the drawing up of selection criteria and appointment procedures for Directors;
- the periodical assessment of the size and composition of the Board and the making of proposal for a composition profile of the Board;
- the drawing up of a plan for the succession of Directors;
- the report for the appointment and reappointment of Directors to be submitted by the Board to the consideration of the General Meeting;
- the Company’s D&I policy for the composition of the Board;
- the proposal for the remuneration policy for adoption by the General Meeting;
- the determination of the remuneration of individual Executive Directors, including severance payments; and
- the remuneration report.
In addition, the Nomination and Remuneration Committee shall exercise the following duties amongst others:
- Propose the basic conditions of the contracts of the Senior Managers.
- Submit a proposal to the Board concerning the remuneration of each Executive Director. The proposal is drawn up according to the remuneration policy prepared by the Nomination and Remuneration Committee and established by the General Meeting.
- Monitor compliance with the remuneration policy set by the Company.
- Periodically review the remuneration policy for Directors and Senior Managers, including share-based remuneration systems and their application, and ensure that their individual compensation is proportionate to the amounts paid to other Directors and Senior Managers of the Company.
- Verify the information about remuneration of the Directors and Senior Managers contained in the different corporate documents, including the annual remuneration report.
- Ensure that conflicts of interest do not undermine the independence of the external advice furnished to the Committee.
- Report upon the appointment of the persons who are to represent the Ferrovial Group on the boards of directors of the Subsidiaries and most significant investee companies as determined by the Board.
- Report upon the appointment of the CEO.
- Report upon the appointment of the members that should be part of each Committee, taking into account the knowledge, aptitudes and experience of the Directors and the commitment of each Committee.