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Consolidated financial statements at 31 December 2011
Ferrovial S.A. and Subsidiaries
33. Remuneration of the Board of Directors
33.1.- Directors’ remuneration
The Board of Directors of Ferrovial S.A. intends to prepare and make available to shareholders an “Annual Report on Remuneration of
Directors” for 2011 required by Article 61 ter. of the Spanish Securities Market Law.
This report describes the matters relating to the Company's remuneration policy for 2011, the policy planned for future years, an
overview of how the remuneration policy was applied in 2011 and a detail of the individual remuneration earned by each of the
directors. In particular,
- the general principles, policies and bases of Ferrovial's remuneration policy.
- Changes in the remuneration policies.
- Principle of materiality of items of variable remuneration with respect to the items of fixed remuneration and policies followed
to calculate the various components of the directors' remuneration package.
- Preparatory work and decision-making process of the Remuneration and Nomination Committee and the control bodies.
- Amount and nature of fixed components.
- Amount and nature of variable components.
- Long-term saving schemes.
- Agreed-upon or paid benefits.
- Contractual conditions.
- Additional remuneration.
- Advances, loans and guarantees.
- Other items of remuneration.
- Items of deferred remuneration.
- Relationship between remuneration obtained and profit/loss of the Company.
This report will be submitted to a consultative vote by the shareholders at the Annual General Meeting as a separate item on the
agenda.
33.2.- Remuneration system for the Board of Directors for 2011. Total and overall remuneration.
Under the Company’s current remuneration scheme, regulated by Article 57 of its bylaws, the shareholders at the Annual General
Meeting determine the total, fixed annual remuneration for all the members of the Board of Directors.
The shareholders at the Annual General Meeting held on 22 October 2009 1 set annual fixed remuneration for the Board of Directors as
a whole at EUR 1,772.7 thousand as consideration for the number of Directors at the date of approval (thirteen). As per the
resolutions of that same Annual General Meeting, if the number of Board members were to increase or decrease, the fixed and overall
annual amount is to be adjusted accordingly based on the period of Board membership of the incoming or outgoing members.
Likewise, the shareholders at the Annual General Meeting also decided that, for financial years after 2009, this amount would be
automatically reviewed in accordance with the changes in the Consumer Price Index.
In accordance with these resolutions ( 2 ) the fixed annual amount for 2011 totalled EUR 1,698.9 thousand for the twelve members of
the Board of Directors.
33.3.- Board of Directors remuneration items
Pursuant to Article 57 of the bylaws, each year the Board of Directors must distribute among its members the overall annual amount
set by the Annual General Meeting, comprising the following items:
(i) A fixed emolument, set at a gross annual amount of EUR 420 thousand for the twelve members of the Board of Directors at
the end of 2011. This total did not change with respect to 2010.
(ii) Fees for actual attendance at meetings of the Board of Directors and its committees or advisory bodies.
Attendance fees for 2011 amounted to EUR 618 thousand.
1 "Under the name of Cintra Concesiones de Infraestructuras de Transporte, S.A."
2 "The year-on-year increase in the Consumer Price Index (CPI) in December 2010 was 3%, the percentage that was applied to the automatic revision
of the remuneration of the Board of Directors."
Ferrovial, S.A. Consolidated financial statements at 31 December 2011 88