166 167
166
2012 annual report
Consolidated financial statements at 31 December 2012 Ferrovial S.A. and Subsidiaries
Consolidated financial statements at 31 December 2012 Ferrovial S.A. and Subsidiaries •
In addition to the aforementioned transactions, four arm’s length transactions were performed in 2012 with members of the controlling family group or entities related to them, directors and senior executives, directly or through related persons, for an overall total of EUR 38 thousand (EUR 44 thousand in 2011), comprising collections for/performance of minor construction work in private residences or corporate headquarters; provision of fitting, repair and maintenance services at facilities; provision of waste collection and integrated management services; and sundry services received, all for a limited duration and amount. Where companies of Ferrovial acted as service providers, the profit obtained totalled EUR 0 thousand (EUR 3 thousand in 2011) and the balance was EUR 20 thousand (EUR 17 thousand in 2011).
Iñigo Meirás Amusco: Chairman of Ferrovial Agromán, S.A., Ferrovial Aeropuertos, S.A., Cintra Infraestructuras, S.A., Ferrovial Servicios, S.A. and Ferrovial Fisa, S.L.; Chairman and CEO of Finecofer, S.L., and director of Ferrovial Qatar LLC.
35. Fees paid to auditors
Company Description
Company Description
2012 annual report
Pursuant to Spanish Audit Law 12/2010, of 30 June, following is a disclosure of the total fees relating to the "audit services" and "other consultancy services" provided by the auditors of the 2012 and 2011 financial statements of the Group companies, including both the principal auditor of Ferrovial S.A. and the other auditors of all its investees, both in Spain and abroad.
The information on remuneration and loans relating to directors and senior executives may be consulted in the section “Remuneration of Directors and Senior Executives". "Fees for Audit Services" includes the following items:
Intra-Group transactions -
Set out below is information on transactions between Ferrovial companies which, since they form part of their ordinary businesses as regards purpose and conditions, were not eliminated on consolidation for the following reason: As explained in detail in Note 2.4., the balances and transactions relating to construction work performed by the Construction Division for the Group's infrastructure concession operators are not eliminated on consolidation since, at consolidated level, contracts of this type are classed as construction contracts in which, during the performance of the contract, the work is deemed to be performed for third parties, as the ultimate owner of the work is the grantor both from a financial and legal viewpoint.
The total of "Other Consultancy Services" provided by the main auditor represented 18% of the total audit services in 2012. Millions of euros 2012
In 2012 Ferrovial’s Construction Division billed those companies for EUR 746,854 thousand (EUR 668,368 thousand in 2011) for work performed and related advance payments and, in this respect, recognised sales totalling EUR 716,511 thousand (EUR 664,820 thousand in 2011). In 2012 the profit from these transactions attributable to Ferrovial’s holdings in the concession operators in question and not eliminated on consolidation, net of taxes and non-controlling interests, was EUR 23,813 thousand. In 2011 it was EUR 32,148 thousand.
Fees for audit services Principal auditor
3.3
3.4
2.7
Audit services
2.6
2.3
Audit-related services
0.5
0.2
Other attest services
0.3
0.2
0.7
0.6
Audit services
0.7
0.6
Audit-related services
0.0
0.0
Other attest services
0.0 0.8
0.0 1.0
0.6
1.0
0.2
0.0
Other auditors
34. Directors’ ownership interests in and positions or functions at companies engaging in an activity that is identical, similar or complementary to the company object of Ferrovial
-
Conflicts of interest that they may have with the Company. Any ownership interests they may have in the share capital of a company engaging in an activity that is identical, similar or complementary to the Company’s object. Positions held or functions discharged at such companies.
In accordance with paragraph 3 of the aforementioned Article 229, this information is to be included in the notes to the financial statements. Furthermore, Article 230 of the Spanish Limited Liability Companies Law establishes that directors may not engage, as independent professionals or as employees, in activities that are identical, similar or complementary to the activity that constitutes the Company's object, except in the event of receiving express authorisation to do so from the Company, through a resolution by the Annual General Meeting, which shall require notice to be given as required under Article 229 of the law. In this regard, the information furnished to the Company by those persons who served on the Board of Directors of Ferrovial, S.A. in 2012 is as follows: Conflicts of interest: There were no conflicts of interest.
Positions or functions: For information purposes, the directorships held at the Group's subsidiaries are as follows: •
Other auditors
36. Events after the reporting period On 30 January 2013, Ferrovial completed its first corporate bond issue, amounting to EUR 500 million and maturing on 30 January 2018, with the guarantee of Ferrovial and of some of its subsidiaries. The bonds bear an annual rate of interest of 3.375% payable annually. The issue will be traded on the secondary market of the London Stock Exchange once the habitual conditions precedent for bonds of this kind have been met. The net funds obtained (approximately EUR 496 million) were used to repay existing corporate debt. In addition, on 18 January 2013 HAH announced the completion of the sale of London Stansted Airport to Manchester Airports Group for approximately GBP 1,500 million (around EUR 1,800 million). This sale came about as a result of the decision of the UK Competition Commission, which in 2009 ruled that HAH had to sell three of its seven airports in the UK in order to break its monopoly. After the sale of Gatwick (December 2009) and Edinburgh (May 2012) and several appeals against the sale of Stansted, in August 2012 HAH announced its decision not to appeal against the Competition Commission ruling at the Supreme Court of the United Kingdom and to put this airport up for sale. 37. Appendix I Appendix I contains a list of Group companies, making a distinction between fully consolidated companies and companies accounted for using the equity method. The net cost of the ownership interest presented relates to that recognised at the individual company which holds the direct ownership interest in each subsidiary.
Joaquín Ayuso García: Chairman of Autopista Alcalá O’Donell, S.A., Autopista del Sol, S.A., Autopista Madrid Levante Concesionaria Española, S.A. and Inversora de Autopistas de Levante, S.L., and director of Inversora de Autopistas del Sur, S.L. and Autopista Madrid Sur Concesionaria Española, S.A.
Ferrovial, S.A. Consolidated financial statements at 31 December 2012- 74
Ferrovial, S.A. Consolidated financial statements at 31 December 2012- 73
Corporate Responsibility
Corporate Responsibility
Ownership interests in the share capital: The directors do not have any ownership interests in the share capital of companies as provided for in Article 229 of the Spanish Limited Liability Companies Law.
Other consultancy services Principal auditor
Financial Information
Financial Information
Article 229 of the Spanish Limited Liability Companies Law requires the directors to notify the Company of the following information:
2011 4.1
Management Report
Management Report
-
"Audit Services" relates to statutory audit services in the true sense of the term. "Audit-Related Services" relates to services other than statutory audit which by law or by regulation can only be provided by the Company's auditor, for example the review of financial information in bond issues. "Other Attest Services" includes services that because of their nature are normally performed by the Company's auditor, for example the review of tax returns.