Ethical and Responsible Management

The training focused on the Code of Ethics and some of its supporting policies, such as the Anti-Corruption Policy, the Due Diligence Policy with respect to Third Party Integrity, the Gifts and Hospitality Policy and the Policy for the Ethics Channel and for Dealing with Queries, Complaints and Reports.

In relation to the main online courses, the following training activities stand out in 2023:

• Compliance Boot Camp, launched at the end of 2022, which is a review of six key compliance policies was closed with 100% completion in 2023 (2,487 employees trained in 2023).
• Tax Compliance aimed at employees with the highest exposure to tax risk (2,692 employees trained in 2023).
• An anti-corruption course for employees at Dalaman airport in Türkiye who are most exposed to corruption risk. The program was translated into Turkish and was presented to more than one third of the staff.

In addition, an online training plan has been implemented for new hires that includes mandatory compliance courses, including courses on the Code of Ethics and Business Conduct, Prohibited Conduct, Anti-Corruption and Compliance Boot Camp courses, as well as other courses on cybersecurity, health and safety, data protection, among others. Overall, the training volume of these courses in 2023 amounted to 17,059 hours, equivalent to 0.7 hours per employee, accumulating a total of 28,138 hours of training in the last three years.

The company makes its compliance policies available to its employees on the intranet, for their reading and knowledge. The main corporate compliance policies are also available on the Ferrovial website. Suppliers who provide services to the company receive the Suppliers Code of Ethics and the Anti-Corruption Policy, so that they are aware of them and can apply them.

In 2023, a total of 395 managers signed the annual compliance declaration. This declaration states their acceptance and knowledge of the Code of Ethics, the Compliance Policy and the Anti-Corruption Policy, as well as the obligation to report cases of non-compliance with these policies to the Compliance and Risk Department or through the Ethics Channel.

ANTI-CORRUPTION POLICY

Ferrovial’s Anti-Corruption Policy establishes rules to regulate the behavior of employees, executives and companies that make up the Group, as well as third parties with which it has dealings. The policy is governed by the principle of “zero tolerance” for any practice that could be considered bribery or corruption, both active and passive, and requires compliance with all applicable anti-corruption laws. In addition, all parties are urged to report any violation of such laws or of internal regulations on the matter.

Ferrovial requires ethical behavior in accordance with the highest standards from third parties with whom it has dealings. To this end, a due diligence process of ethical integrity of third parties is followed, in line with international best practices. In each case, the corresponding policy or procedure is applied to ensure that the relevant third party complies with the same standards of integrity and ethics as the company.

ETHICS CHANNEL

The company makes available to its employees and stakeholders the Ethics Channel, a confidential and, if the informant so wishes, anonymous system (in accordance with applicable legislation), to facilitate the reporting of any possible irregularity, non-compliance or behavior contrary to ethics, legality and Ferrovial’s internal rules, including in particular possible cases of fraud or corruption, anti-competitive practices, human rights violations, financial and tax matters or damage to the environment.

In addition, complying with best practices in the Netherlands and the United States, matters relating to accounting, internal accounting controls, auditing matters or questionable financial practices of Ferrovial SE may be reported in accordance with U.S. law, as well as alleged misconduct by members of the Board of Directors, may also be reported to the Ethics Channel.

All communications are handled in an objective and diligent manner in accordance with the Policy for the Ethics Channel and for dealing with Queries, Complaints and Reports. Throughout the entire process, the rights of those involved will be respected, in particular the presumption of innocence. Likewise, retaliation against anyone submitting a communication to the Ethics Channel in good faith or participating in the investigation thereof will not be tolerated.

Communications will be processed by the most appropriate department according to their circumstances, favoring the greatest geographical proximity to the informants, as well as the independence and absence of conflict of interest of those responsible for the investigation. In order to assist the teams that may be involved in this task in their respective areas of competence, an Internal Investigations Guide has been prepared by the Compliance and Risk Department. In addition, training sessions have been conducted with the Compliance Network to ensure diligent management of all communications and respect for the persons involved.

The Compliance and Risk Department periodically reviews closed communications to prevent possible cases of retaliation by monitoring the professional careers of the parties involved.

The Compliance and Risk Department is responsible for managing the Ethics Channel and receives support from the Internal Audit Department for the analysis of high-priority communications, as well as from other departments of the organization depending on the nature of the matter. The Chief Compliance and Risk Officer reports quarterly to the Audit and Control Committee, and annually to the Board of Directors, on the communications received and the actions taken in relation to them.

The Ethics Channel can be accessed by telephone, mail, intranet or the corporate website (https://ferrovialethicschannel.whistleblowernetwork.net/frontpage). In addition, specific communication channels have been established in certain companies or areas of activity where deemed appropriate.

During fiscal year 2023, a total of 167 communications were received through the various communication channels, representing an increase of 28% compared to 130 in 2022. Of the 167 communications received, 64 (38%) were anonymous (compared to 72 (55%) in 2022), and 82 (49%) were considered substantiated (compared to 64 (49%) in 2022). Of those substantiated, corrective actions have been agreed in 96% of the cases (95% in 2022). The measures taken are mainly disciplinary, training or change of internal processes.

The nature of the communications received was as follows:

For the communications substantiated, corrective measures were implemented in most cases. The detail of the measures is as follows:

In 2023, no case reported through the Ethics Channel has given rise to significant impact to Ferrovial from a criminal, economic or reputational point of view.

The number of communications amounted to 6.64 per 1,000 employees per year (3.78 in 2022), and the average communications resolution period for those received through the Ethics Channel mounted to 36 days (30 days in 2022).

Ferrovial is committed to contributing to the economic and social development of the different markets in which it operates, which from a tax perspective, means compliance with all tax obligations generated because of its activity, in accordance with applicable local and international regulations, as well as through the development of best practices in this area and the maintenance of an appropriate relationship with the corresponding tax authorities. It is the responsibility of all Ferrovial’s employees and collaborators to comply with this commitment.

This policy is developed through various internal rules, procedures, instructions and circulars that make up the Tax Risk Management and Control System, and benefits from the corresponding due diligence procedures and other rules that make up the corporate governance system.

The principles of the Tax Policy are mandatory for all employees of Ferrovial S.A. and for the Group’s companies who are involved, directly or indirectly, in the management of any applicable taxes in all countries in which the companies carry out their business or have a business presence.

FISCAL GOVERNANCE, CONTROL AND RISK MANAGEMENT

The role of the Board of Directors

Prior to the preparation of the annual financial statements and the filing of the corporate income tax return, the Board is informed of the tax policies applied during the year and their degree of compliance. It is also informed of the conclusions derived from the supervision and evaluation of the operation and effectiveness of the Tax Risk Management and Control System (TRMCS), which is reflected in the Annual Corporate Governance Report.

In the case of transactions or matters to be submitted to the Board of Directors for approval, it is informed in advance of the relevant tax consequences of such transactions or matters.

The role of Ferrovial’s Compliance and Risk Department

Ferrovial’s Compliance and Risk Department, as the tax compliance body, in coordination with the Tax Advisory Department, is responsible for supervising the operation and effectiveness of the TRCMS.

The role of the Tax Advisory Board

The Tax Advisory Department is a centralized body with financial sufficiency and is made up of experienced tax experts, whose main objective is to manage the company’s tax affairs in accordance with Ferrovial’s general principles and tax policies.

Since 2017, it has voluntarily submitted annually the Tax Transparency Report to the Spanish Tax Administration, which has strengthened legal certainty, mutual knowledge and reciprocal trust with the tax authorities.

Minimum taxation of multinational groups

Agreement on a global minimum tax of 15% for multinational companies with revenues exceeding 750 million euro was reached in October 2021 by 137 countries and jurisdictions comprising the OECD and G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS) in order to ensure effective global taxation (known as “Pillar Two” agreement). In December 2022, the 27 EU Member States approved a Directive based substantially on the OECD rules, which was to be transposed into the national legislation of each State by the end of 2023.

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions where the Group operates. The legislation will be effective for the Group’s financial year beginning 1 January 2024. The Group is in scope of the enacted or substantively enacted legislation and has performed an assessment of the Group’s potential exposure to Pillar Two income taxes.

The assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting and financial statements for the constituent entities in the Group. Based on the assessment, the Pillar Two effective tax rates in most of the jurisdictions in which the Group operates are above 15%. However, there are a limited number of jurisdictions where the transitional safe harbor relief does not apply and the Pillar Two effective tax rate is close to 15%. The Group does not expect a material exposure to Pillar Two income taxes in those jurisdictions.

Tax havens

Ferrovial does not carry out operations in any jurisdiction considered as a tax haven by the Netherlands Tax Administration, nor in a country or territory that has been designated as non-cooperative in tax matters by the European Union.

TAX CONTRIBUTION PER MARKET 2023 AND 2022

The following tables reflect the amounts paid by Ferrovial in 2023 and 2022 in millions of euros, respectively. These figures are aggregated based on the percentage of ownership of the assets. The main assets consolidated by the equity method are 43.23% of 407 ETR (Canada); 25% of Heathrow and 50% of AGS airports (United Kingdom).