03. The Sacyr Vallehermoso Group

Corporate governance

Share capital

At 31 December 2011 the share capital of Sacyr Vallehermoso, S.A. was represented by 422,598,452 shares of 1 euro par value each, fully subscribed and paid. All shares have the same voting and profit-sharing rights.

EVOLUCION DEL CAPITAL (euros)

Sacyr Vallehermoso shares are traded on the Spanish electronic trading system (the “Continuous” market), specificically on the Madrid, Barcelona, Bilbao and Valencia exchanges. Since 30 September 2004 it has also been quoted on the Mercado de Cotaçoes Oficiais, Portuguese stock exchange.

The Company is included in a number of benchmark indices, including the Dow Jones Euro Stoxx and the FTSE Europe. In 2011 it was also included in the ECPI Ethical Index Euro, an index of socially responsible companies recognsied for good management practices in the environmental, social and corporate governance fields.

Governing bodies

The Company’s ultimate decision-making body is the General Shareholders Meeting, where all SyV Group shareholders and, therefore, all its share capital, are represented. At the annual general meeting, shareholders make decisions on matters placed within their review either by law or the company by-laws, including the appointment and removal of directors, approval of the annual financial statements and management report, modification of company by-laws and any decisions on transformations, mergers and spinoffs within the company. In all areas except those reserved for shareholders at the General Meeting, the Board of Directors is the company’s main decision-making body. Its major responsibilities include approving general strategy, oversight and control of how the company is managed and assessing managers’ performance.

At 31 December 2011, Sacyr Vallehermoso’s Board of Directors had 18 members: one executive director, 16 proprietary directors and one independent director. This structure ensures that the Board remains vigilant of profitability for all shareholders and monitors strict compliance with the company’s strategy.

At 31 December 2011, Sacyr Vallehermoso’s Board of Directors had 18 members: one executive director, 16 proprietary directors and one independent director (2). This structure ensures that the Board remains vigilant of profitability for all shareholders and monitors strict compliance with the company’s strategy.

(2) There are various types of directors: internal (also called executive directors), who carry out executive or management duties in the company; and external directors, which may be proprietary or independent: proprietary directors represent shareholders with significant capital stakes,