Resignation/dismissal of Directors

The Board Regulations also establish a system for regulating the removal of Directors that covers the reasons for which a Director must tender his/her resignation. In addition to resigning when the period for which they were appointed ends or when the Shareholders' Meeting so decides, the Regulations also envisage, besides the limitation stated above for Independent Directors, the following causes:

  • Executive Directors, when the Board sees fit.

  • Proprietary Directors, upon full disposal of the stake in the Company that enabled them to be appointed as such. They shall also resign, in the appropriate number, when that stake decreases to a level that demands a reduction in the number of its Proprietary Directors.

  • When Directors incur any of the causes of incompatibility or prohibition envisaged by law or by the internal Regulations.

  • At the Board's request, because the Director has violated his/her obligations.

  • When the Director's continuance on the Board may jeopardize Ferrovial's interests.

  • When Directors reach the age of 70. The Chairman and Deputy Chairman (if Executive), the CEO and Secretary of the Board must resign at the age of 65, but may continue as Directors and hold the office of Chairman or Deputy Chairman if they are not executive.

  • When there are significant changes in their professional situation or in the conditions by virtue of which they were appointed as Directors.

  • When, because of events attributed to the Director, the Board considers that his/her continuance on the Board causes serious damage to the Company's net worth or reputation. In particular, if the Director should be indicted or become involved in oral proceedings for any of the cases provided for in section 124 of the Corporations Law, the Board shall analyse the circumstances of the case without delay and the appropriateness of whether he/she should continue in the post, reporting on the criterion adopted in the Annual Corporate Governance Report. En relación con los Consejeros Independientes, el Reglamento del Consejo establece que el Consejo no propondrá su cese antes del cumplimiento de su mandato, salvo que exista justa causa apreciada por el Consejo, previo informe de la Comisión de Nombramientos y Retribuciones. Se entiende que concurre justa causa, en particular, si el Consejero Independiente incumple sus deberes, incurre en incompatibilidad o se produce alguna de las causas anteriormente relacionadas.

With regard to Independent Directors, the Board Regulations establish that the Director will not tender his/her resignation before completing the term of office, unless there is just cause noticed by the Board, after the report of the Appointment and Remuneration Committee. Just cause is understood to exist, in particular, if the Independent Director violates his/her duties, incurs in incompatibility or if any of the causes listed above occurs.

The resignation of Independent Directors may also be proposed if, as a result of takeover bids, mergers or other operations of this kind occur in the share capital structure of the company, thereby making it advisable to review the criteria of proportionality established by good governance recommendations.