2016 MANAGEMENT REPORT. FERROVIAL S.A. AND SUBSIDIARIES CORPORATE GOVERNANCE

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BOARD OF DIRECTORS

Chairman Directors 2004 to 2009. Chairman and CEO of Maxam Rafael del Pino Juan Arena Group. Former Managing Director of Industrias Executive and Proprietary External Director Siderometalúrgicas y Navales and Managing Civil Engineer (Polytechnic University of , PhD in Industrial Engineering (ICAI), Degree Director of Industry at the Ministry of Industry 1981). MBA (Sloan School of Management, MIT, in Business Administration (ICADE), Degree in and Energy. 1986). Chairman of Ferrovial since 2000 and Psychology, Diploma in Tax Studies and AMP CEO since 1992. Chairman of Cintra from 1998 (Harvard Business School). Director of Ferrovial Joaquín del Pino to 2009. Member of the MIT Corporation, IESE’s since 2000. Director of Laboratorios Almirall External Proprietary Director International Advisory Board, the MIT Energy and Meliá Hotels International; Chairman Degree in Economics and Business Initiative’s External Advisory Board and the MIT of the Advisory Board of Consulnor and the Administration; MBA (IESE). Director of Ferrovial Sloan European Advisory Board, and the Harvard Professional Council of ESADE; member of the since 2015 (and has represented the Director Business School European Advisory Board. International Advisory Board of Everis and the Karlovy, S.L. of Ferrovial since 2010, reelected He is also a member of the Royal Academy of Advisory Boards of Marsh and Panda; Director in 2013). Rotating Chairman / Vice-Chairman Engineering of . He has been Director of of Deusto Business School and member of of the Board of Directors of Casa Grande de Zurich Insurance Group, Banesto and Uralita. the World Advisory Board of Harvard Business Cartagena, S.L.U.; legal representative of School; member of the Executive Committee Soziancor, S.L.U., Chairman of the Board of Vice Chairmen of SERES Foundation and Chairman of its Directors of Pactio Gestión, SGIIC, S.A.U.; and Santiago Bergareche Governance Committee. Former CEO and Trustee of the Rafael del Pino Foundation and External Director Executive Chairman of ; Director of the Plan España Foundation. Former Director of Degree in Economics and Law (Universidad UBS Spain, TPI, Everis, Panda, Dinamia and Banco Pastor. Comercial de Deusto). 1st Vice-Chairman Prisa; member of the Board of Trustees of of Ferrovial and member of the Board of ESADE and member of the Advisory Board of Óscar Fanjul Martín Directors since 1999. Joined Ferrovial in 1995 Spencer Stuart; professor in Harvard Business External Independent Director as Chairman of Agroman. In February 1999, School and IESE. Professor of Economic Theory on leave of after the merger of Ferrovial and Agroman, absence. Director of Ferrovial since 2015. appointed CEO of Ferrovial. Chairman of María del Pino Vice-Chairman of Omega Capital; Director Vocento; Vice-Chairman of Alantra Partners; External Proprietary Director of LafargeHolcim and Marsh & McLennan Director of Maxam Corp Holding and Deusto Degree in Economics and Business Companies; Trustee of the Foundation of Business School; Trustee of the Foundation Administration (Universidad Complutense de Friends of the Prado Museum, of the Center Casa Ducal de Medinaceli. Former Managing Madrid); Management Development Program for Monetary and Financial Studies, (Bank Director of Banco Bilbao Vizcaya Argentaria (IESE). Director of Ferrovial since 2006. of Spain) and of the Aspen Institute (Spain). (BBVA); Chairman of Metrovacesa and Cepsa. Chairman of the Rafael del Pino Foundation. Former founding Chairman and CEO of ; Joaquín Ayuso Rotating Chairman / Vice-Chairman of Chairman of Hidroeléctrica del Cantábrico; External Director the Board of Directors of Casa Grande de non-executive Chairman of NH Hoteles and Degree in Civil Engineering (Universidad Cartagena, S.L.U. Member of the Board of Deoleo; Director of , Unilever, BBVA, Politécnica de Madrid). 2nd Vice-Chairman of Trustees of the Princess of Asturias. Trustee of London Stock Exchange and Areva. Ferrovial and member of the Board of Directors the Codespa Foundation. Former member of since 2002. Chairman of the Board of Directors the Governing Board of the Asociación para Philip Bowman of Autopista del Sol. Joined Ferrovial in 1982. el Progreso de la Dirección and trustee of the External Independent Director Managing Director of Construction since 1992, Fundación Científica de la Asociación Española Degree with honors in Natural Science (University CEO of Ferrovial Agroman (1999-2002), contra el Cáncer. of Cambridge); Master in Natural Science (University of Cambridge); Fellow of the Institute CEO of Ferrovial (2002-2009), executive Committee and Remunerations Appointments Vice-Chairman of Ferrovial (2009-2012) Santiago Fernández Valbuena of Chartered Accountants in England & Wales. and Vice-Chairman of Cintra (2002-2009). External Independent Director Director of Ferrovial since 2016. Chairman of Former Director of BAA (UK), Budimex (Poland) Degree in Economics (Universidad Complutense The Miller Home Group (UK) Ltd. and of Majid and 407 ETR (Canada). Director of , de Madrid); PhD and Master’s Degree in Al Futtaim Properties LLC; Senior Independent National Express Group (UK) and Hispania Economics (Northeastern University, Boston). Director of Burberry Group; Director of Better Activos Inmobiliarios. Member of the Advisory Director of Ferrovial since 2008. Vice-Chairman Capital. Former Chairman of Coral Eurobet and Boards of “Benjamin Franklin” Institute at of EBN Banco de Negocios. Former Chairman of Liberty; CEO of Smiths Group, Scottish Power the University of Alcalá de Henares, TRANSYT Telefónica Latinoamérica; Director and Chief and Allied Domecq; Director of Berry Bros. & (Transport Investigation Center of the School of Strategy, Finance and Corporate Development Rudd, Scottish & Newcastle Group, Bass, British Civil Engineering) and A.T. Kearney for Spain, as Officer at Telefónica; Managing Director of Sky Broadcasting Group and Coles Myer. Committee and Control Audit well as the Board of Círculo de Empresarios. Société Générale Valores and Head of Equities at Beta Capital; Professor of Applied Economics Secretary CEO at the Universidad Complutense and Professor Santiago Ortiz Vaamonde Íñigo Meirás at IE Business School. Spanish State Attorney; PhD in Law (Universidad Executive Director Complutense de Madrid). General Counsel and Degree in Law (Universidad Complutense José Fernando Sánchez-Junco Secretary of the Board of Directors of Ferrovial de Madrid); MBA (IE Business School). CEO of External Independent Director since 2009. Former partner at Cuatrecasas Ferrovial since 2009. Joined Ferrovial in 1992; Lead Director and Ramón y Cajal law firms, in charge of Trial Committee Executive former Managing Director of Autopista del Sol Degree in Industrial Engineering (Universidad Law and Public and Regulatory Law; Agent and Director of Toll Roads at Cintra. CEO of Politécnica de Barcelona). ISMP Graduate of the Kingdom of Spain before the Court of Ferrovial Services from 2000 to 2007; later at Harvard Business School. Member of the Justice of the European Union; professor at the appointed CEO of Ferrovial . Previously State Corps of Industrial Engineers. Director of Diplomatic School and the Carlos III University. worked at Holcim Group and Carrefour Group. Ferrovial since 2009. Director of Cintra from COMMITTEES: