Download - Ferrovial - Annual Report 2012

Consolidated financial statements at 31 December 2011
Ferrovial S.A. and Subsidiaries
B) Performance-based share option plan
On 17 December 2009, the Board of Directors approved a remuneration plan consisting of deliveries of shares of Ferrovial, S.A. The
total number of shares that may be granted annually under this plan may not exceed 2,420,000 or 0.33% of Ferrovial, S.A.’s share
capital.
The plan consists of the allocation to beneficiaries of a number of units that will serve as a basis in order to determine the final number
of shares that they will be able to receive as a result of their participation in the plan.
The plan duration is three years and units will be assigned on an annual basis in 2010, 2011 and 2012. The shares will be delivered, as
the case may be, in the year of the third anniversary of the allocation of the corresponding units.
Delivery is conditional upon at least three years’ service at the Company (barring special circumstances), subject to the achievement
during this period of ratios based partly on activity cash flows and partly on EBITDA as a percentage of net productive assets.
The plan is aimed at managers, members of the Board of Directors of Ferrovial, S.A. who discharge executive duties and senior
executives reporting directly to the Board or its delegated bodies. The application of this programme to senior executives was
authorised by the Annual General Meeting held on 29 June 2010.
The changes in the aforementioned remuneration schemes in 2011 and 2010 are summarised as follows:
2011 2010
Number of shares at beginning of the year 2,302,300 0
Plans granted 2,050,478 2,302,300
Options surrendered -168,134 -
Options exercised -67,044 -
Number of shares at end of the year 4,117,600 2,302,300
This plan has a duration of three years and awards will be made on an annual basis under this plan. The main requirements
established for delivery of shares to the employees under the plan include the following:
Service at the Company for three years from the date of execution barring certain exceptional causes.
Achievement of ratios based on cash flows from operating activities and the ratio between EBITDA and net productive assets
during that period.
Every year a calculation is made of the levels that those ratios must reach during the award period for beneficiaries to be
entitled to delivery of all of the shares or a proportional amount thereof.
The staff costs at Ferrovial for these remuneration schemes amounted to EUR 8 million in 2011 (EUR 3 million in 2010).
35. Information on transactions with related parties
Approval of transactions
In accordance with the Board of Directors Regulations, all professional or commercial transactions involving Ferrovial, S.A. or its
subsidiaries and the persons referred to below require the authorisation of the Board of Directors, subject to a report from the Audit
and Control Committee. In the case of ordinary transactions involving Ferrovial, S.A. the general approval of the Board of Directors will
suffice. This authorisation is not necessary, however, for transactions that simultaneously fulfil the following three conditions:
1. Performed under contracts containing standard terms and conditions and applied en masse to numerous customers.
2. Effected at prices or rates established on a general basis by the party acting as the supplier of the good or service in question.
3. Amount does not exceed 1% of the Company’s annual income.
The following persons are subject to these rules:
- Directors of Ferrovial, S.A. The person requesting authorisation must vacate the meeting room while the Board deliberates
and votes and may not exercise or delegate his or her voting rights.
- Controlling shareholders.
- Natural persons representing directors that are legal persons.
- Senior executives.
- Other managers designated individually by the Board of Directors.
- Persons related to the persons listed above, as defined in the Board of Directors Regulations.
Ferrovial, S.A. Consolidated financial statements at 31 December 2011 94