Report on Remuneration paid to the Board of Directors

Per diem and statutory duty allowances

The remuneration system for 2007 continues to be, both in structure and application, the same as that which was formed in 2004 and has been applied ever since.

Description

This system respects the principles of Grupo Ferrovial's remuneration policy, which have been transcribed earlier, and consist of the annual establishment of a fixed total amount as remuneration corresponding to per diem and statutory duty allowances for all directors, provided it falls within the maximum limit of 3% in respect of the financial year's consolidated results attributable to the company (in accordance with the provisions of article 25 of the Articles of Association) after approval of the annual accounts.  

For 2007, this fixed amount was established at 1,300,000 euros, this being the first time its value has been reviewed since 2004.

Settlement

Settlement of this amount is made in the following way:

a) Per diem allowances for attendance at meetings of the Board of Directors and its delegate or advisory Committees are paid in accordance with the following amounts, which have not been modified since 2004:

Per diem allowances for attendance

The value of the per diem allowances accrued by the Chairmen of the three Committees, Executive, Audit and Control and Nomination and Remuneration, is double the stated sums.

The amount paid by way of per diem allowances in 2007 totalled 562,000 euros.

b) Of the fixed sum agreed for 2007, i.e., 1,300,000 euros, the amounts paid by way of per diem allowances have decreased, resulting in a residue of 738,000 euros. The resulting sum is divided by 13, applying to the quotient the following factors in the allocation of individualized sums: Chairman of the Board: *2; First Deputy Chairman: *1.75; Second Deputy Chairman: *1.25, and the remaining Directors: *1. 

c) The following table shows, in individualized way, the statutory remuneration of members of the Board of Directors accrued during 2007 (*):

The statutory remuneration of members of the Board of Directors accrued during 2007  

 (*) In line with a criterion of actual payment, the gross statutory remuneration paid to the Board of Directors during 2007 was 1,126,000 euros.

(**) Fernando del Pino y Calvo-Sotelo receives from the residue the part that is proportional to the months of the year during which he was in office (6 months). The remainder is distributed among the other members of the Board, again in accordance with the above-mentioned formula, although the divisor is adjusted to the number of Directors remaining after his departure.

The total remuneration for per diem and statutory duty allowances paid to the members of the Board of Directors as a whole represents 0.18% of the profit attributed to the dominant company.

Compulsory investment in Company shares

Since 2003, all Directors are under the obligation to devote their remuneration (per diem and statutory duty allowances) to the acquisition of shares in the Company itself. Such acquisitions are carried out through purchases made in the market on pre-established dates, and specifically on the first stock exchange business day session immediately following each date established by the Spanish Securities and Investments Board as the deadline for sending periodic economic information. The shares acquired in the same calendar year can only be sold by the interested party three full years after acquiring them, as agreed by the Board of Directors in 2004.