Selection of Directors

The Board of Directors Regulations establishes a procedure for the appointment and re-appointment of Directors. When applied for selecting new Board members, this process has been carried out with the involvement of external firms.

The powers of the Nomination and Remuneration Committee include the drafting of the candidate selection criteria. According to article 26 of the Regulations, appointments or re-appointments of Directors must be preceded by:

  • The proposal from the Appointment and Remuneration Committee, in the case of Independent Directors.

  • A prior report, in the case of all other Directors.

The Company strives to ensure that persons appointed as directors are of acknowledged ability, competence and experience, particular care being taken over the persons who are called to cover positions as Independent Director, who must comply with the provisions established in the Regulations for this purpose.

With regard to Proprietary Directors, the Board Regulations establish that they may not personally maintain stable and significant commercial, economic, labour or professional relations, either directly or indirectly, with Ferrovial, with the exception of the professional relations inherent in the positions of Chairman and Chief Executive Officer of the Company.

The Board Regulations do not establish any specific requirement for being appointed Chairman of the Board.

According to the provisions of the Board Regulations, the Company will establish a programme for guiding new Directors, with the aim of giving them a general, sufficient view of Ferrovial, including its corporate governance rules.

Directors affected by appointment, re-appointment or removal proposals shall abstain from participating in the deliberations and voting at which they are discussed. Voting in these cases will be secret.