CORPORATE GOVERNANCE

Executive Committee

This committee has all delegated powers of the Board of Directors, except those that cannot be legally or statutorily delegated. It comprises six members, four of whom are External Directors, being three of them Independent. Among other functions, it has followed up on the Group’s financial reporting, to the performance of the main business indicators, to the impact of COVID-19 on the businesses, as well as the situation of the most relevant matters. Moreover, it approved the operations within its competence as a delegated body of the Board of Directors.

Audit and Control Committee

It comprises four External Directors, three of whom are Independent, including its Chairman, who have been appointed on the basis of their knowledge and experience in accounting, auditing and financial and nonfinancial risk management. Between them, they possess the required technical knowledge and expertise in relation to the sector in which the company operates.

The main duties, other than those attributed by law, are described below, representing the adoption of recommendations from the Good Governance Code for Listed Companies:

• Overseeing and assessing the preparation process and the integrity of financial and nonfinancial reporting, and ensuring that the financial statements that the Board submits to the General Meeting are prepared in line with accounting regulations.
• Being informed of the structural and corporate change operations planned by the company, previously reported to the Board of Directors, on its economic conditions and accounting impact, particularly, if applicable, on the proposed exchange ratio.
• Ensuring that the company and the accounts auditor adhere to rules governing the provision of services other than auditing, limits on the concentration of auditor services and other general regulations concerning the independence of account auditors.
• Ensuring that the remuneration of the auditor of accounts does not compromise quality or independence.
• Receiving regular information on activities from the Internal Audit Department and ensuring their independence. Approving the guidance and its annual work plan, ensuring that its activity is primarily focused on relevant risks (including reputational), being informed of its implementation, including incidents and limitations to its scope, as well as the results and follow-up of its recommendations.
• Establishing and overseeing a system that allows employees and other persons related to the Company (directors, shareholders, suppliers, contractors) to confidentially and anonymously report any irregularities of potential importance, including financial, accounting or any other type, that are detected within Ferrovial.
• Overseeing and assessing Ferrovial’s financial and nonfinancial risk control and management systems, including operational, technological, legal, social, environmental, political, reputational and corruption-related risks.
• Supervising compliance with internal corporate governance and conduct standards on securities markets, and proposing improvements, ensuring that the corporate culture is aligned with its purpose and values.
• Periodically assessing the effectiveness of the compliance program and the update proposals that the Compliance Directorate submits to the Board for continuous improvement, and ensuring that the Compliance Directorate has the resources and training to perform its functions.
• Ensuring that established internal control policies and systems are effectively implemented in practice.

The Committee held five meetings during 2020, all of which were attended by all its members. The activities performed by the Committee during the year are described in the report regarding its operation, available on the Ferrovial website. The Audit and Control Committee takes into account the recommendations of the CNMV Technical Guide on Audit Committees for Public-Interest Entities in its activity and operation.

Appointments and Remuneration Committee

The Committee comprises four Executive Directors, three of whom are Independent, including the Chairman. All have been appointed taking into account the knowledge, aptitude and experience needed to perform the Committee’s functions.

Their main duties resulting from the adoption of the recommendations contained in the Good Governance Code of Listed Companies are described below, without prejudice to any others prescribed by law:

• Proposing basic terms for senior management contracts.
• Ensuring that all nonexecutive directors have sufficient time to duly perform their duties.
• Ensuring compliance with the remuneration policy established by the company.
• Verifying information on remuneration for directors and senior management contained in the various corporate documents, including the Annual Board of Directors’ Remuneration Report.
• Ensuring that any conflicts of interest do not impair the independence of the advice provided to the committee.
• Reporting on the appointment of the members that are to sit on the committees, in view of the knowledge, skills and experience of directors and the duties of each committee.

The Committee held six meetings during 2020, all of which were attended by all its members, except for one meeting at which one of the members did not attend. The activities performed by the Committee during the year are described in the report regarding its operation, available on the Ferrovial website. Detailed information on the Committee’s activities in the area of remuneration is also available in the Annual Report on Directors’ Remuneration, available at www.ferrovial.com. The Appointments and Remuneration Committee takes into account the recommendations of the CNMV Technical Guide on Audit Committees for Public-Interest Entities in its activity and operation.