OHL Group Annual Report - Grupo Villar Mir

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Corporate Governance 8 OHL’s corporate governance OHL, committed to the principles of good governance, has always felt that investing in the adoption of the best corporate governance practices means creating value for society, independently of the greater or lesser business returns this course of action may contribute in the short term. Consistent with its commitment -and always on a voluntary basis- once again OHL has progressed and improved during the 2010 financial year in the area of corporate governance, seeking at all times to obtain an ethical and transparent model that will enable the sustainable development of the company, taking into account its relations with its various groups of stakeholders. During the first few months of 2010, OHL’s Board of Directors accepted the resignation tendered by the external director, Jaime Vega de Seoane who, in this way, followed the recommendation of the Unified Good Governance Code for listed companies with respect to the advisability of limiting the duration in office of independent directors to no more than 12 years. This personal initiative by Mr. Vega de Seoane has contributed to enabling OHL to continue to be counted among the group of companies complying with the corporate governance recommendations. With a view to achieving greater effectiveness and transparency in corporate governance, in March 2010 the Board of Directors, on the proposal of the Audit and Compliance Committee, approved the “OHL Group Code of Conduct”, an express statement of the values, principles and standards of conduct that are to guide the conduct of all of the people in the Group in the performance of their work. At the same time, a channel for reporting irregularities was set up, in line with the provision made in the Code of Conduct itself. These most recent testimonies to OHL’s commitment to good governance are added to other actions taken in the past on a voluntary basis and which, subsequently, have become compulsory within the current legal framework. For example, the recent Sustainable Economy Act requires for future financial years the preparation of an individualized annual report on the compensation paid to directors, to be submitted as a separate point on the agenda to the Ordinary General Shareholders’ Meeting, on a consultative basis. The OHL Board of Directors has been preparing a report of this kind and submitting it to the Ordinary General Shareholders’ Meetings as a separate agenda item since 2007. Subsequent to the close of accounts for the 2010 financial year, the Board of Directors agreed to entrust to the Board’s Audit and Compliance Committee the duties referring to the promotion and control of the OHL Group’s Corporate Social Responsibility policy, which is an additional example of the Group’s commitment in this area.
2010 OHL Group Annual Report The composition of the bodies of governance, management and representation of OHL, the General Shareholders’ Meeting and the Board of Directors, with their respective powers and responsibilities as a body, duly assisted by the Audit and Compliance Committee and the Appointments and Compensation Committee, are governed by a set of regulations (Corporate Bylaws, Rules of Procedure of the General Shareholders’ Meeting, Rules of Procedure of the Board of Directors and Code of Conduct on matters relating to the Securities Market and the Code of Conduct) fully adapted to the national and international recommendations of good governance practices and, together with all of the information of interest with respect to corporate governance, such as the annual Corporate Governance Report and the OHL Group Code of Conduct, are available to shareholders, investors, employees and any other parties with an interest at the company’s website, www.ohl.es. Ownership Structure SIGNIFICANT STAKES IN THE SHAREHOLDER COMPOSITION OF OHL AT DECEMBER 31, 2010 Name or company name of the shareholder Number of direct voting rights Number of indirect voting rights (*) % of the total voting rights Inmobiliaria Espacio, S.A. - 57,012,288 (*) 57.160 Deutsche Bank, A.G. 3,027,383 - 3.035 Fidelity International Limited - 2,043,620(**) 2.049 (*) Through: Name or company name of the direct owner of the stake Number of direct voting rights % of the total voting rights Grupo Villar Mir, S.L. Unipersonal 49,374,489 49.50 Espacio Activos Financieros, S.L.Unipersonal 7,637,799 7.66 (**) Fidelity International Limited holds its stake through Pe Mm Stone, Fidelity Sicav-Fid Europe, Fidelity Trilogie Sub Larger, Fast Opt European Mkt Neut FD, Fid Fds-Emerging Mkts Pool, Fid Fds-Iberia Pool, Fid Fds-Latin American Pool, Fid Instl Emerging Markets Fd, Fidelity European Opp Fnd 1992, Fid Fds-Euro Smaller Co Pool, according to the records of the CNMV register. 9
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Page 6 and 7: 2 Juan-Miguel Villar Mir Chairman o
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Major Companies of the OHL Group Pa
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OHL CONSTRUCTION CANADA, INC Office
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Managed and published by: OHL Group
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OHL Group Annual Report - Grupo Villar Mir

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