Introduction

Introduction

Ferrovial has a set of Board of Directors Regulations, an Internal Code of Conduct and, since 2004, a set of Shareholders' Meeting Regulations that have been modified whenever necessary in order to bring them into line with successive legal requirements or Corporate Governance recommendations.

Ferrovial achieves internal regulation of its corporate governance through these Regulations: the principles that govern its courses of action, the organization and performance of its Board of Directors and the establishment of measures designed to guarantee a high level of transparency in relation to the market, besides introducing codes of conduct to ensure there is no interference in the Company's performance in the securities markets.

On 23 February 2007, the Board of Directors approved a new text for its Regulations and agreed to submit a modification of its Articles of Association and the Shareholders' Meeting Regulations to the Grupo Ferrovial Shareholders' Meeting, this being approved at the latter's meeting held on 30 March 2007. The aim of the modification was the adaptation of the wording of these regulations to the recommendations established in the Unified Code of Good Governance ("UCGG") approved through resolution of the Spanish Securities and Investment Board (Comisión Nacional del Mercado de Valores, or CNMV) Board Meeting dated 22 May 2006, after having carried out throughout 2006 a series of analyses aimed at the internal adoption of these recommendations.    

In order to provide further details about corporate governance to shareholders, investors and the market in general, Ferrovial has also published a specific annual report on these matters since its stock market debut:

  • In relation to financial years 1999 to 2001, the document produced at that time gave detailed comments on the level of internal compliance with the recommendations contained in the "Annual Report by the Special Committee for studying a Code of Ethics for Boards of Directors", known as the Olivencia Report.

  • In 2003, Ferrovial published the 2002 Corporate Governance Report, explaining its compliance with the recommendations of the "Report by the Special Commission for fostering transparency and security in the markets and in listed companies" (the Aldama Report).

  • In 2004, the Company published the 2003 Annual Corporate Governance Report, detailing its compliance with Law 26/2003, dated 17 July, which amended the Securities Market Law and the Spanish Corporations Law in order to reinforce listed companies' transparency, and its implementing Regulations.

  • Regarding financial years 2004 to 2006, the Company published the Annual Corporate Governance Report now brought into line with the official form provided by the CNMV.

  • In relation to the financial year ended on 31 December 2007, the Board of Directors approved the Annual Corporate Governance Report in accordance with the format approved by CNMV Circular 4/2007, dated 27 December, which has been modified in order to adapt it to the recommendations of the Unified Code of Good Governance. After notifying the CNMV, this Report was published and is available on the Company's website.