Ferrovial’s corporate governance seeks to guarantee integrity, which is construed as diligent, transparent and responsible conduct with its shareholders, employees, clients and the various agents involved in the company’s activities. Integrity is key to ensuring profitable business and long-term sustainability in line with the company’s strategy while strengthening the trust that shareholders and the different stakeholders have in the company.
In compliance with commercial law, the Annual Corporate Governance Report (ACGR) forms part of this Management Report. It was drawn up by the Board of Directors and has been filed with the Spanish National Securities Market Commission (CNMV). The ACGR details all corporate governance aspects at Ferrovial and is available at www.ferrovial.com.
As explained in the ACGR, Ferrovial is fully or partially compliant with a majority of the recommendations set out in the Good Governance Code of Listed Companies (57 out of the 59 recommendations that apply to it). The company regularly analyzes the best practices and regulations of good governance in the national and international scope to assess their application and incorporation to its internal regulations. In this regard, the Board of Directors and the Audit and Control Committee have been informed of the changes made in June 2020 to the Code of Good Governance, and of the main terms of the draft law amending Spanish legislation to incorporate the directive to promote long-term shareholder engagement.
In corporate governance, the Board agreed to the following:
The ACGR details how the group’s management bodies and the decision-making process work, with emphasis on the roles of the Annual General Meetings and Board of Directors as the company’s most senior management bodies.
In accordance with the Company Bylaws, this is the supreme decision-making body of the company and has the power to decide on all matters attributed to it by law or the Company’s Bylaws.
The General Shareholders’ Meeting was held on April 17, 2020 on second call. Due to the declaration of a state of emergency on March 14, 2020, caused by the health crisis resulting from the spread of COVID-19 in Spain, the Board of Directors agreed, in accordance with current legislation, to hold the Annual General Meeting exclusively online. It also agreed to extend the means available to shareholders to exercise their rights to participate remotely, as detailed in the published complementary announcement to the call of the Meeting.
The Board performs its duties with unity of purpose and independent judgment. It treats all shareholders in the same position equally, and works in the social interest, with the same understood to mean securing a profitable business that is sustainable in the long term, supporting its continuity and seeking optimal economic value for the company.
It comprises 12 members, facilitating an efficient and participative operation. Re-elections take place every three years, compared to the maximum of four prescribed by the company’s regulations. This enables shareholders to validate their management more frequently.
In 2020, the Board held a total of eight meetings, with an average duration of 6 hours and 15 minutes per meeting. All directors attended all eight meetings in person. In addition, the Board of Directors adopted resolutions in writing and without a meeting on February 11, March 30, June 7 and October 29, 2020.
The Board evaluates the quality and efficiency of its operation and that of its committees on an annual basis. For the sixth consecutive year, it has been assisted by a renowned external consultant, as detailed in the ACGR, which also reports on the consultant’s relations with Ferrovial. As a result of the evaluation exercise, the Board agreed, among other issues, to continue to strengthen its work on the longterm strategy and to advance the Group’s digital transformation.
Every year, at the proposal of its Chairman, the Board of Directors draws up a calendar and an agenda for each of the meetings scheduled for the following year, taking into consideration the suggestions raised by directors and the recommendations of the company’s external consultant who collaborated on the Board assessment process. Naturally the Board may also address any other unforeseen matters that require its attention during the year. The main matters addressed in 2020 are as follows (in addition to those mentioned above about corporate governance):
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.
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:
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.
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:
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.
|BOARD OF DIRECTORS||EXECUTIVE COMMITTEE||AUDIT AND CONTROL COMMITTEE||APPOINTMENTS AND REMUNERATION COMMITTEE|
|NUMBER OF MEETINGS IN 2020||8||6||5||6|
|RAFAEL DEL PINO Y CALVO-SOTELO||8/8||6 / 6|
|ÓSCAR FANJUL MARTÍN||8/8||6 / 6||5 / 5|
|IGNACIO MADRIDEJOS FERNÁNDEZ||8/8||6 / 6|
|MARÍA DEL PINO Y CALVO-SOTELO||8/8||6 / 6|
|SANTIAGO FERNÁNDEZ VALBUENA||8/8||5 / 5||6 / 6|
|JOSÉ FERNANDO SÁNCHEZ-JUNCO MANS||8/8||6 / 6||6 / 6|
|JOAQUÍN DEL PINO Y CALVO-SOTELO||8/8|
|PHILIP BOWMAN||8/8||5 / 5|
|HANNE BIRGITTE BREINBJERG SØRENSEN||8/8||5 / 6|
|BRUNO DI LEO||8/8||6 / 6|
|JUAN HOYOS MARTÍNEZ DE IRUJO||8/8||6 / 6|
|GONZALO URQUIJO FERNÁNDEZ DE ARAOZ||8/8||5 / 5|