03. The Sacyr Vallehermoso Group

Corporate governance

Directors’ remuneration

Pursuant to the Bylaws, members of the Sacyr Vallehermoso, S.A. Board of Directors are entitled to receive remuneration from the Company comprising a fixed annual sum and allowances for attendance of meetings. For 2011, the remuneration agreed by the Board was as follows:

- As a Board member: 66,000 euros gross per year.

- As a member of the Executive Committee:€ 44,000 euros gross per year.

- As member of the Audit Committee or Appointments and Remuneration Committee: 22,000 euros gross per year.

A detailed breakdown of the amounts received by directors for the performance of their duties on the Board is provided below. However, as explained in the following paragraphs, in 2011 the members of the Board of Directors did not accrue any amounts as remuneration for their duties on the Board and were required to reimburse the amounts received in advance from the Company, generating a collection right held by the latter.

Atenciones estatutarias a los Consejeros (Miles de euros)

A detailed breakdown of the amounts received by directors for the performance of their duties on the Board is provided below. However, as explained in the following paragraphs, in 2011 the members of the Board of Directors did not accrue any amounts as remuneration for their duties on the Board and were required to reimburse the amounts received in advance from the Company, generating a collection right held by the latter.

In accordance with Article 43 of the Company Bylaws, the combined amount of remuneration paid to Directors for their duties on the board, which is determined by shareholders at the Annual General Meeting, cannot exceed 2.5% of the net profit for the year attributable to the parent company, as shown in the Group’s consolidated financial statements.

Consequently, given that 2.5% of the profit attributable to the parent company in 2011 was below zero, the directors have not accrued any remuneration during the year and, as provided for in the Company By-laws, are required to reimburse the amounts received in advance. In this regard, Directors have agreed to reimburse the expenses of 2011 by offsetting them against the expenses to be received in 2012, except for those who are not currently Board Members or who could cease to be Board Members before the debt collection process is concluded, in which cases the amount pending must be returned within a period of 2 months starting from the time the agreement is announced or from the time the person leaves the Board.

The detail of remuneration received by the Company’s Directors and senior management team in 2011 is as follows:

Atenciones estatutarias a los Consejeros (Miles de euros)