General functions

The function of the Board of Directors of Grupo Ferrovial, S.A. is to manage, represent and supervise as may be necessary, so as to ensure that the Company meets its corporate purpose, while seeking to protect the Company's general interests, this being understood to be maintaining its economic value at maximum, sustained levels and treating all shareholders in the same way.

Also, and without prejudice to the powers delegated to it, the Board has, directly or through its Committees, exclusive powers regarding a number of matters, including:

  • Approval of strategic policies, management targets and Ferrovial's annual budget.

  • Control of performance and assessment of the Directors.

  • Approval of Directors' remuneration and the additional remuneration corresponding to the executive functions of the Directors who perform them.

  • Incorporation of new companies and acquisition or sale of stakes in existing companies, where the latter imply obtainment or loss of a majority stake, exceeding certain percentages of ownership, or the commencement or abandonment of business lines.

  • Mergers, spin-offs or concentrations involving the Company or any of its direct investees.

  • Strategic investments or operations and the performance of investment, disinvestment, financing or guarantee transactions involving substantial group assets or for amounts above specific thresholds.

  • Approval of the incorporation and acquisition (or similar) transactions of stakes in companies domiciled in tax havens, and also in special purpose companies when, because of their nature, purpose, accounting or financial treatment or any other circumstance, these latter might damage the transparency of the group.

  • Policy of disclosure and reporting to shareholders, markets and public opinion.

Policy fixing

Besides the above functions, the new Regulations confer on the Board the power to approve Company policy on the following matters:

  • Investments and financing

  • Corporate structure of the group

  • Corporate Governance

  • Corporate social responsibility

  • Remuneration

  • Risk control and management, and  the periodic follow-up of internal information and control systems

  • Shareholder remuneration

  • Own shares

Specific function related to financial disclosure and financial statements

Powers of the Board of Directors and the Audit and Control Committee

One of the Board of Directors' powers that is specifically regulated is the monitoring of the Company's financial statements at least every quarter, and supervising the information that is provided periodically to the markets or supervisory authorities, ensuring that the information is drafted in accordance with the same principles as the financial statements and that it is equally reliable.

For this purpose, the assistance of the external auditors or any Ferrovial Executive may be called upon.

On the other hand, the Audit and Control Committee has the following functions in relation to financial information and financial statements:

  • To be informed of the Company's financial reporting process and internal control systems, monitoring compliance with the legal requirements and the correct application of generally accepted accounting principles. Also to inform the Board of changes in accounting criteria and of any possible risks.

  • To supervise the information that the Board of Directors must approve and include in the Company's annual public documentation.

  • To assist the Board of Directors in its task of ensuring the accuracy and reliability of the financial information that the Company must provide periodically to the markets, investors and authorities, in accordance with applicable regulations, and to report on this prior to its approval by the Board.

To this end, the Regulations establish that the Audit and Control Committee may, in the terms regulated in the Regulations themselves, request assistance from experts when it deems that Ferrovial's technical resources are not sufficient for reasons of independence or specialization. The Committee may also request assistance from any member of Senior Management.

The Audit and Control Committee's report, which is included in the Company's Management Report, makes reference to the meetings held with the external auditor.

Certification of financial statements

The financial statements submitted for the Board's approval must be certified beforehand by the Company's Chairman, Chief Executive Officer and Chief Financial Officer.

The 2007 financial statements will be certified by Rafael del Pino y Calvo-Sotelo, Chairman of the Board of Directors; Joaquín Ayuso García, Chief Executive Officer, and Nicolás Villén Jiménez, Chief Financial Officer.

Provisions specifically regulating the auditors' report

Regarding the function of drafting the financial statements, the Board Regulations state the following:

  • The financial statements shall be drafted in such a way as to avoid any qualifications from the auditor.

  • Nevertheless, if there is a qualification and the Board believes that its position is sound, both the Chairman of the Audit and Control Committee and, if required, the external auditors, will publicly explain the content and scope of the discrepancy.