1. Ferrovial
  2. Investors

The Company announces changes in the composition of the Board of Directors and its Committees.

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Published on 12/19/2019

Pursuant to article 227 of the Consolidated Text of the Spanish Securities Market Act (Texto Refundido de la Ley del Mercado de Valores), FERROVIAL, S.A. (the “Company” or “Ferrovial”), reports the following:

  1. At its meeting held today, the Board of Directors has taken note of the resignation tendered by the Director Mr. Santiago Bergareche Busquet. His departure, according to his statement, is due to his desire to contribute to the renewal process of the Board, after having been in office for 20 years.

The Board expresses its appreciation and gratitude to the extraordinary contribution of Mr. Bergareche Busquet during the years he has been linked to Ferrovial. He was CEO between 1999 and 2002, Lead Director from 2009 to 2012, and member of the Audit and Control Committee and Chairman of the Nomination and Remuneration Committee between 2015 and 2016. Currently he was a member of the latter and of the Executive Committee, and first Vice-chairman of the Board of Directors.

To fill this vacancy, the Board of Directors, at the proposal of the Nomination and Remuneration Committee, has appointed as Director by co-option, with the category of Independent, Mr. Gonzalo Urquijo Fernández de Araoz.

He holds a degree on Economic and Political Sciences from Yale University of (U.S.A.) and an MBA of the Instituto de Empresa, Madrid. He developed most of his professional career at the multinational steel manufacturing corporation ArcelorMittal (formerly Arcelor), which he joined in 1992 and held several senior positions, among them, Chairman or ArcelorMittal Spain. Currently, he is executive Chairman of Abengoa and Director of Gestamp and Fertiberia.

A brief summary of his professional career will be available on the corporate website of Ferrovial (www.ferrovial.com).

  1. The Board of Directors has appointed Mr. Óscar Fanjul Martín as Chairman of the Audit and Control Committee, who succeeds Mr. Santiago Fernández Valbuena after completing the four-year term for which he was appointed.
  2. Likewise, with the favourable report from the Nomination and Remuneration Committee, the Board has appointed (i) Mr. Juan Hoyos Martínez de Irujo, Independent Director, as member of the Executive Committee; (ii) Mr. Gonzalo Urquijo Fernández de Araoz, Independent Director, as member of the Audit and Control Committee; and (iii) Mr. Bruno Di Leo, Independent Director, as member of the Nomination and Remuneration Committee.
  1. As a result of the above resolutions, the composition and positions of Ferrovial Board of Directors and its Committees is as follows:

Board of Directors:

Mr. Rafael del Pino y Calvo-Sotelo (Chairman).

Mr. Ignacio Madridejos Fernández (CEO).

Mrs. María del Pino y Calvo-Sotelo.

Mr. Santiago Fernández Valbuena.

Mr. José Fernando Sánchez-Junco Mans.

Mr. Joaquín del Pino y Calvo-Sotelo.

Mr. Óscar Fanjul Martín (Lead Director).

Mr. Philip Bowman.

Mrs. Hanne Sørensen.

Mr. Bruno Di Leo.

Mr. Juan Hoyos Martínez de Irujo.

Mr. Gonzalo Urquijo Fernández de Araoz.

 

Executive Committee:

Mr. Rafael del Pino y Calvo-Sotelo (Chairman).

Mr. Ignacio Madridejos Fernández.

Mrs. María del Pino y Calvo-Sotelo.

Mr. José Fernando Sánchez-Junco Mans.

Mr. Óscar Fanjul Martín.

Mr. Juan Hoyos Martínez de Irujo.

 

Audit and Control Committee: 

Mr. Óscar Fanjul Martín (Chairman).

Mr. Santiago Fernández Valbuena.

Mr. Philip Bowman.

Mr. Gonzalo Urquijo Fernández de Araoz.

 

Nomination and Remuneration Committee: 

Mr. José Fernando Sánchez-Junco Mans (Presidente)

Mr. Santiago Fernández Valbuena.

Mrs. Hanne Sørensen.

Mr. Bruno Di Leo.

 

Madrid, 19 December 2019

Santiago Ortiz Vaamonde

Secretary non Director of the Board of Directors of Ferrovial, S.A.

 

English translation for information purposes only. In the event of discrepancies between the English and the Spanish version, the Spanish version shall prevail.

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