03. The Sacyr Vallehermoso Group

Corporate governance

The Board of Directors’ Regulations, which govern its organisation and functioning, provide for three committees to help it fulfil its duties:

• The Executive Committee, which is delegated all the Board’s powers other than those reserved exclusively for the Board by law, company by-laws or the Board’s own regulations.

• The Audit Committee, whose key functions include supervising the company’s accounts, ensuring their compliance with the law and with generally accepted accounting principles, guaranteeing that audits are carried out smoothly and efficiently, collecting information on compliance with the company’s corporate governance rules and proposing any necessary improvements.

• The Appointments and Remuneration Committee, which assesses the professional background and evaluates the suitability of candidates for membership on the Board of Directors and Board committees. The committee ensures that candidates proposed to the Board of Directors possess recognised solvency, skills and experience.

• The Appointments and Remuneration Committee also proposes the systems and amounts of annual remuneration for members of the Board and the Management Committee and ensures the transparency of such remuneration.

Composición de los Órganos de Gestión de SyV (a 31/12/2011)

As set out in the Board of Directors’ Regulations, the Board delegates day-to-day management of the Company to the executive bodies and the management team so it can better focus on its general supervisory role.

The bodies responsible for the company’s day-today management are:

• The Management Committee which is responsible for implementing the decisions taken by the Board of Directors and Executive Committee. The Chairmen and/or CEOs of each business division and the holding’s central services General Managers sit on this committee.

• The Operations Monitoring Committee which is responsible for the detailed and individual analysis of each of the Group’s business divisions, including: financial results, compliance with strategic plans, business opportunities and projects underway. This committee meets monthly and comprises the Chairman and Managing Director of SyV and the Managing Directors of the corresponding business units.

• The Corporate Monitoring Committee which is responsible for the detailed and individual analysis of each of the Group’s general management areas. This committee meets monthly and comprises the Chairman and Managing Director of SyV and the corresponding General Managers.

At year end, Sacyr Vallehermoso’s senior management team consisted of the Chairman and the heads of business of each business line or activity, who report directly to the Chairman or CEO, but do not take collective decisions on Group management. These are currently: Manuel Manrique Cecilia, Fernando Rodríguez-Avial Llardent, Javier Gayo Pozo, José Manuel Naharro Castrillo, José Carlos Otero Fernández, Fernando Lozano Sainz, Miguel Heras Dolader, Miguel Angel Peña Penilla, Fernando Lacadena Azpeitia, José María Orihuela, Daniel Loureda López, Jose Antonio Guio de Prada and Javier Lopez-Ulloa.

During 2011, the following people have left the Senior Management team: Luis Fernando del Rivero Asensio, Vicente Benedito Francés, Salvador Font Estrany and Ángel Laso D’lom.

At year end, the Group has no commitments to members of the Board of Directors in respect of pensions or life insurance premiums nor any share-based payments. Nor are there any arrangements entitling the Company’s directors to receive compensation upon their removal from the Board.

In 2011, no advances or loans were made to members of the Board of Directors or the senior management team.

The detail of loans and advances outstanding and amounts repaid by Group directors and senior management in 2010 is as follows:

Saldos pendientes e importes devueltos el ejercicio 2010