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.
Apart from the competences foreseen in the Capital Companies Act (specified in the Bylaws), article 21 of the Regulations of the Board of Directors attributes, in essence, the competences that appear below to the Audit and Control Committee.
In relation to financial and non-financial information:
- Monitor and evaluate the preparation process and the accuracy of the financial and non-financial information relating to the Company and the Group, reviewing compliance with the regulatory requirements, the accurate demarcation of the consolidation perimeter and the correct application of the accounting principles.
- Ensure that the annual accounts submitted by the Board of Directors to the General Shareholders’ Meeting are drawn up in accordance with accounting regulations.
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 this Committee on its content and scope at the Shareholders’ 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 Meeting, together with the rest of the proposals and reports of the Board.
In relation to the external auditor:
- Propose to the Board of Directors the scope of the work to be carried out by the account auditor.
- 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.
- Issue a report upon the independence of the external auditor, which shall be published on the website of the Company sufficiently far in advance of the date of the Ordinary General Shareholders’ Meeting of the Company.
- Serve as channel of communication between the Board of Directors 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 Committee shall guarantee that the external auditor holds a meeting annually with the Board of Directors in full to inform it of the work undertaken and developments in the Company’s risk and accounting positions.
- Carry out an assessment of the service provided by the external auditor every five years so as to verify its quality.
- Examine the issues giving rise to the resignation of the external auditor, should this come about. The Committee will supervise that the Company notifies any change of the external auditor through the CNMV, accompanied by a statement of any disagreements arising with the outgoing auditor and the reasons for the same, should there be any.
In relation to Internal Audit:
- Propose the selection, appointment or release of the Internal Audit Director. 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 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 of Directors 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 Ferrovial, that may be noticed within the Company or the Group.
- Supervise and evaluate the control and management systems for financial and non-financial risks relating to the Company and the 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 Transactions that must be approved by the General Shareholders’ Meeting or the Board of Directors and prepare a report on the related-party transactions which will be published on the website of the Company sufficiently far in advance of when the Ordinary Shareholders’ Meeting of the Company is held.
- Periodically assess the effectiveness of the compliance programme and the updating proposals that the Compliance Department submits to the Board of Directors 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 Bylaws and the Regulations of the Board of Directors assign the competences below to the Nominations and Remunerations Committee:
In relation to the composition of the Board of Directors and its Committees:
- Assess the skills, knowledge and experience necessary in the Board of Directors. For these purposes, it shall define the functions and aptitudes needed of the candidates to cover each vacancy and assess the time and dedication required for them to perform their role effectively.
- Establish an objective for the less represented sex in the Board of Directors and prepare guidelines on how to achieve it.
- Make proposals to the Board of Directors regarding appointments of Independent Directors, so that the Board can directly proceed with their appointment by co-optation or submit the decision to the Shareholders’ Meeting, as well as those regarding re-election or termination of such directors by the Shareholders’ Meeting.
- Report on the proposals for appointment of the remaining Directors, so that they may be appointed by co-optation or so that the decision can be submitted to the Shareholders’ Meeting, as well as on proposals for their re-election or termination by the Shareholders’ Meeting.
- Report on proposals to appoint natural persons to represent a Director that is a legal person.
- Report on the appointment of the Chairman and the Vice Chairman or Vice Chairmen, the Secretary and Vice-Secretary of the Board of Directors.
- Report on the appointment of the CEO.
- Report on the appointment of the members that should be part of each Committee.
In relation to remunerations of the Director and Senior Management:
- Propose to the Board of Directors the remuneration policy for Directors and Senior Management.
- Propose the individual remuneration and other contract conditions of the Executive Directors, further ensuring that these are observed.
- Propose the basic conditions of the Senior Managers’ contracts.
- 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 Report on Directors’ Remuneration.
In relation to the assignment of the Senior Management in subsidiary entities:
- Report on the appointment and termination proposal of Senior Management.
- Report upon the nomination of the persons who are to represent Ferrovial on the Boards of Directors of the Subsidiaries and most significant investee companies as determined by the Board.
- Examine and organise the succession of the Chairman of the Board of Directors and of the Company’s Senior Executive and, in any case, make proposals to the Board of Directors to ensure that this succession occurs in an orderly and planned manner.
- Ensure that the Non-Executive Directors have sufficient time available to discharge their responsibilities effectively.