Administrative structure of the Company - Abertis

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Administrative structure of the Company - Abertis Powered By Docstoc
					            3
Administrative structure
of the Company
3.a   Boa rd of D irec t ors
      Mission of the Board of Directors
      Functions of the Board of Directors
      Composition of the Board of Directors
      Board members’ activities
      Board member fees
      Board committees


3.b   Ma n a gemen t of a b e r tis
abertis Board of Directors
3 a Board of Directors




                                                                                                                 Corporate
   Mission of the Board of Directors                                                                      governance report   15



   The mission of the Board of Directors is to act in the interests of the shareholders and in
   compliance with the legal and statutory functions thereof and those derived from the Regulation
   of the Board of Directors (said regulation is available on the Company website www.abertis.com)
   respecting, in particular, the demands imposed by the Law, fulfilling in good faith both the
   explicit and implicit contracts agreed to with employees, suppliers, financers and customers
   and, in general, observing the ethical duties that might reasonably be expected in running the
   business responsibly.


   Functions of the Board of Directors

   The functions of the Board of Directors, as detailed in article 23 of the Articles of
   Association, are:
   • Appoint a Chairman from amongst their members and one or more Deputy Chairmen. They
     will also appoint a Company Secretary, who need not be a board member. They can appoint,
     at the same time, a Deputy Secretary, that is not a board member, who can substitute the
     Secretary in his absence.
   • Agree on calling both ordinary and extraordinary general meetings, as and when required,
     in accordance with the Law or the Articles of Association, preparing the order of the day
     and the proposals that are appropriate, in accordance with the nature of the general meeting
     called.
   • Represent the Company in all administrative, judicial, civil, mercantile and penal matters
     and proceedings, before the Government Authorities and public corporations of any type,
     as well as before any jurisdiction (ordinary, administrative, special, labour relations, etc.) and
     any instance, taking whatever actions required in defence of its rights, in legal actions and
     beyond, giving and investing the necessary powers to procurators and nominating lawyers
     to represent and defend the company before said tribunals and bodies.
   • Direct and administer the company business, assuming their management in a constant
     manner. For this purpose, it will establish rules of conduct and the administrative and
     operational structure of the company, organising and regulating the technical and administrative
     services.
   • Enter into any type of contract related to any type of goods or rights, by the agreements
     or conditions that it considers convenient; raise or cancel mortgages and other liens or real
     rights over company assets, as well as give up, through payment or without payment, all
     classes of privileges or rights. It will also be able to determine the shareholding of the
     Company in other businesses, companies or associations by consolidation, association,
     collaboration or shareholding as appropriate.
   • Be the signatory and act in name of the Company in all types of bank operations, opening
     and closing current accounts, having access to them, intervening in letters of credit as drawer,
     acceptor, guarantor, endorser, or holder; opening credits, with or without guarantees, and
     cancelling them; making transfers of funds, revenue, credits or shares, using any draft of
                         3   a   Board of Directors




     Corporate
16   governance report             money transfer procedure; approving balances of final account payments, approving changes,
                                   etc, all this being possible, both with the Bank of Spain and the official bank, with private
                                   banking entities and any Spanish Government body.
                                 • Nominate, appoint and dismiss all company personnel, assigning salaries and bonuses as
                                   appropriate.
                                 • Appoint, from within, an executive committee and one or several executive board members
                                   and delegate to them, in accordance with the Law, the appropriate powers and regulate its
                                   functioning. It will also be able to confer powers to any person.
                                 • Regulate its proper functioning in all aspects not specifically covered by the Law or by these
                                   Articles of Association.


                                 Composition of the Board of Directors

                                 The Regulation of the Board of Directors covers both the appointment and dismissal of board
                                 members, as detailed below:
                                 • Appointment of board members
                                   - Members will be designated at the General Meeting or by the Board of Directors, in
                                     accordance with the provisions of the Limited Companies Law.
                                   - Proposals for the appointment of board members submitted by the Board of Directors
                                     for consideration at the General Meeting and decisions on the appointments adopted by
                                     said body on the basis of its legally attributed powers to co-opt must be preceded by the
                                     corresponding proposal from the Nomination and Remuneration Committee.
                                 • Designation of external board members
                                   - The Board of Directors and the Nomination and Remuneration Committee, within the
                                     sphere of their competences, will endeavour to ensure that the choice of candidates is
                                     restricted to people of acknowledged solvency, competence and experience, and must
                                     maximise such rigor with regard to appointments to the post of independent board
                                     member, as established in Article 5 of the Regulation of the Board of Directors.
                                   - The Board of Directors may not propose or designate persons to cover the post of
                                     independent board member with any relationship due to family, professional or commercial
                                     reasons with the executive board members or with any other of the Company's senior
                                     executives.
                                   - In particular the following people may not be proposed or designated as independent
                                     board members:
                                     · Persons who hold or have held executive posts in the Company over the last two
                                       (2) years.
                                     · Relations of persons who hold or have held executive board member or senior management
                                       posts in the Company over the last two (2) years.
                                                                                                            Corporate
    · Persons who, directly or indirectly, through other companies in which they have a              governance report   17

      significant holding, have made payments to, or received payments from, the Company,
      and whose independence may be compromised.
    · Persons who have any other relationship with the Company which, in the judgement
      of the Nomination and Remuneration Committee, could affect their independence.
• Duration of post
  - Board members will occupy their posts for the period of time provided for in the Articles
    of Association, and can be re-elected.
  - Board members designated by co-opting will occupy their posts until the date of the first
    General Meeting.
  - Should it be considered by the Board of Directors, subject to a report by the Audit and
    Control Committee, that the interests of the Company may be placed at risk by any board
    member terminating his mandate or leaving his post for whatever reason, then the said
    board member may not render his services in any other entity with a similar company
    purpose and which is considered, in the opinion of the Board of Directors, to be a competitor
    thereof, for an established period that may not, under any circumstances, be longer than
    two (2) years.
• Dismissal of board members
  - Board members will cease to occupy their posts when their period of appointment has
    elapsed, or insofar as such a decision is made at the General Meeting on the basis of legal
    or statutory powers.
  - Board members must place their posts at the disposal of the Board of Directors and,
    should it be deemed appropriate, hand in their resignation in the following cases:
    · Should they leave the executive post associated with their appointment as board
      member.
    · Should they become involved in any of the legally established incompatibilities or
      prohibitions.
    · Should they be charged with a presumed criminal act or should they be subject to a
      disciplinary process resulting from serious misconduct filed by the supervisory authorities.
    · When their permanence on the Board may place the Company's interests at risk, or
      insofar as the reason for their appointment no longer exist. This circumstance will be
      understood to have occurred in the case of a proprietary board member on the
      relinquishment of his complete shareholding, or that of the person whom he represents.
  - Executive board members must place their post at the disposal of the Board once they
    are seventy years old, and the Board must decide whether or not they can continue to
    carry out such executive or delegated functions, or simply continue as board members.
                         3   a   Board of Directors




     Corporate
18   governance report             The Board of Directors at the time of approving this report is made up of 20 members who
                                   are listed below:

                                                                                Type of board member
                                 Chairman
                                 Isidro Fainé Casas                             Member of the board proposed by the holder of shares with capacity to influence
                                                                                in the company’s control (”la Caixa”)
                                 Deputy Chairmen
                                 Dragados Concesiones de                        Member of the board proposed by the holder of shares with capacity to influence
                                                                                in the company’s control (Dragados Concesiones de Infraestructuras, S.A.)
                                 Infraestructuras, S.A.,
                                 represented by Pablo Vallbona Vadell
                                                                                Member of the board proposed by the holder of shares with capacity to influence
                                 Carmen Godia Bull                              in the company’s control (Inversiones Autopistas, S.L.)
                                 Ángel García Altozano                          Member of the board proposed by the holder of shares with capacity to influence
                                                                                in the company’s control (ACS, Actividades de Construcción y Servicios, S.A.)

                                 Chief executive officer
                                 Salvador Alemany Mas                           Executive board member

                                 Members
                                 Jordi Aristot Mora                             Independent board member
                                                                                Member of the board proposed by the holder of shares with capacity to influence
                                 Gilberto Benetton                              in the company’s control (Autostrade, S.p.A.)
                                 Enrique Corominas Vila                         Member of the board proposed by the holder of shares with capacity to influence
                                                                                in the company’s control (”la Caixa”)
                                 Caixa d’Estalvis de Catalunya,                 Member of the board proposed by the holder of shares with capacity to influence
                                 represented by Josep Maria Loza Xuriach        in the company’s control (Caixa d’Estalvis de Catalunya)

                                 Dragados Obras y Proyectos, S.A.,              Member of the board proposed by the holder of shares with capacity to influence
                                                                                in the company’s control (Dragados Obras y Proyectos, S.A.)
                                 represented by Demetrio Ullastres Llorente
                                                                                Member of the board proposed by the holder of shares with capacity to influence
                                 Maria Isabel Gabarró Miquel                    in the company’s control (”la Caixa”)
                                 Carlos Godó Valls                              Independent board member

                                 Grupo Dragados, S.A.,                          Member of the board proposed by the holder of shares with capacity to influence
                                                                                in the company’s control (Grupo Dragados, S.A.)
                                 represented by Antonio García Ferrer
                                 Ernesto Mata López                             Independent board member
                                                                                Member of the board proposed by the holder of shares with capacity to influence
                                 Enric Mata Tarragó                             in the company’s control (Caixa Terrassa)
                                                                                Member of the board proposed by the holder of shares with capacity to influence
                                 Vasco de Mello                                 in the company’s control (Brisa)
                                 Jorge Mercader Miró                            Member of the board proposed by the holder of shares with capacity to influence
                                                                                in the company’s control (”la Caixa”)
                                 Julio de Miguel Aynat                          Member of the board proposed by the holder of shares with capacity to influence
                                                                                in the company’s control (Bancaja and Banco Valencia)
                                 Ramón Pascual Fontana                          Independent board member

                                 Unicaja, represented by Braulio Medel Cámara   Member of the board proposed by the holder of shares with capacity to influence
                                                                                in the company’s control (Unicaja)
                                 Secretary, non-board member
                                 Miquel Roca Junyent                                                                     -
                                 Deputy Secretary, non-board member
                                 Juan Arturo Margenat Padrós                                                             -



                                 The following changes occurred in the composition of the Company’s Board of Directors during
                                 2003 and up to the date of presenting this report:
                                 • 8 April 2003. Annual General Meeting. Dismissal of all board members to make new appointments
                                   due to the Acesa/Aurea merger, specifically, Isidro Fainé Casas, Enrique Alcántara-García Irazoqui,
                                   Carmen Godia Bull, Salvador Alemany Mas, Jordi Aristot Mora, Antoni Brufau Niubó, Gilberto
                                   Benetton, Caixa d’Estalvis de Catalunya, Jean-Louis Chaussade, Enrique Corominas Vila, Pere-
                                   Antoni de Dòria Lagunas, Maria Isabel Gabarró Miquel, Carlos Godó Valls, Enric Mata Tarragó,
                                   Jorge Mercader Miró, Ricardo Pagés Font and Antonio Vila Bertrán.
                                                                                                      Corporate
• Appointment in the same meeting and effective from the merger, as board members of the       governance report   19

  Company in replacement of the above members, for a statutory period of five years, of
  Salvador Alemany Mas, Jordi Aristot Mora, Gilberto Benetton, Enrique Corominas Vila, Caixa
  d’Estalvis de Catalunya, Dragados Concesiones de Infraestructuras, S.A., Dragados Obras y
  Proyectos, S.A., Isidro Fainé Casas, Maria Isabel Gabarró Miquel, Ángel García Altozano,
  Carmen Godia Bull, Carlos Godó Valls, Grupo Dragados, S.A., Ernesto Mata López, Enric Mata
  Tarragó, Braulio Medel Cámara, Vasco de Mello, Jorge Mercader Miró, Julio de Miguel Aynat
  and Ramón Pascual Fontana.
• The board meeting of 23 June, with its new members, made the corresponding appointments
  to positions on the following terms:


Chairman                                  Isidro Fainé Casas
1st Deputy Chairman                       Dragados Concesiones de Infraestructuras, S.A.,
                                          represented by Pablo Vallbona Vadell
2nd Deputy Chairman                       Carmen Godia Bull
3rd Deputy Chairman                       Ángel García Altozano
Chief executive officer                   Salvador Alemany Mas
Member                                    Jordi Aristot Mora
                                          Gilberto Benetton
                                          Enrique Corminas Vila
                                          Caixa d’Estalvis de Catalunya, represented
                                          by Josep Maria Loza Xuriach
                                          Dragados Concesiones de Infraestructuras, S.A.,
                                          represented by Demetrio Ullastres Llorente
                                          Maria Isabel Gabarró Miquel
                                          Carlos Godó Valls
                                          Grupo Dragados, S.A., represented by
                                          Antonio García Ferrer
                                          Ernesto Mata López
                                          Enric Mata Tarragó
                                          Braulio Medel Cámara
                                          Vasco de Mello
                                          Jorge Mercader Miró
                                          Julio de Miguel Aynat
                                          Ramón Pascual Fontana
Secretary, non-board member               Miquel Roca Junyent
Deputy secretary, non-board member        Juan Arturo Margenat Padrós



• On 18 November 2003 Braulio Medel Cámara ceased to act as a board member and Montes
  de Piedad y Caja de Ahorros Ronda, Cádiz, Almería, Málaga y Antequera (Unicaja) was
  appointed to the board, represented by Braulio Medel Cámara.
                         3   a   Board of Directors




     Corporate
20   governance report           Board members’ activities

                                 The most important activities of the board members outside of abertis are detailed as follows.



                                 Isidro Fainé Casas                Managing Director of ”la Caixa”, Deputy Chairman of Telefónica,
                                                                   S.A. and board member of Autostrade, Brisa and BPI
                                 Pablo Vallbona Vadell             Deputy Chairman of Grupo ACS and Corporación Financiera Alba
                                 Carmen Godia Bull                 Joint Administrator of G3T, S.L. and Deputy Chairman of
                                                                   Urbanizadora del Prat, S.A.
                                 Ángel García Altozano             Executive Managing Director of ACS and board member of various
                                                                   companies in Grupo ACS
                                 Salvador Alemany Mas              Chairman, Deputy Chairman and board member of various
                                                                   companies in the abertis group
                                 Jordi Aristot Mora                Chairman of Banco Internacional de Andorra
                                 Gilberto Benetton                 Director of Autostrade, S.p.A. and various other Italian
                                                                   companies
                                 Enrique Corominas Vila            Chairman of the Control Committee of ”la Caixa” and Director
                                                                   of Sociedad General de Aguas de Barcelona, S.A.
                                 Josep Maria Loza Xuriach          Managing Director of Caixa Catalunya
                                 Demetrio Ullastres Llorente       Managing Director of the services and concessions division
                                                                   of Grupo ACS
                                 Maria Isabel Gabarró Miquel       Director of ”la Caixa”, Acesa
                                                                   and Gas Natural, S.A.
                                 Carlos Godó Valls                 Managing Director of Grupo Godó
                                 Antonio García Ferrer             Deputy Chairman of Grupo ACS
                                 Ernesto Mata López                Chairman of Soluziona, S.A., Director and Deputy Chairman
                                                                   of Unión FENOSA, S.A., board member of CEPSA and Parques
                                                                   Reunidos, S.A.
                                 Enric Mata Tarragó                Managing Director of Caixa d’Estalvis de Terrassa
                                 Braulio Medel Cámara              Chairman of Unicaja
                                 Vasco de Mello                    Chairman of Brisa Auto-estradas de Portugal, S.A.,
                                                                   Chairman, Deputy Chairman and board member of various
                                                                   companies of Grupo Brisa
                                 Jorge Mercader Miró               Chairman of Miquel y Costas & Miquel S.A. and board member
                                                                   of ”la Caixa”
                                 Julio de Miguel Aynat             Chairman of Bancaja and Banco de Valencia and board member
                                                                   of Inmobiliaria Bami and Enagas
                                 Ramón Pascual Fontana             Transport sector industralist
                                                                                                             Corporate
Board member fees                                                                                     governance report   21



The annual fees to board members, for their role as members of the Company’s Board of
Directors, is fixed as a share in the liquid profits and can only be distributed after covering the
allocations to reserves that the Law establishes and cannot exceed, under any circumstances,
more than two percent of the total liquid profits. The Board of Directors will distribute this
share amongst its members, in the manner and amount it considers reasonable to agree. The
overall remuneration of board members of abertis (formerly Acesa Infraestructuras, S.A.), as
members of the Board of Directors, totalled 1,503,000 euros in 2003, which is below the
statutory limit.
On 8 April 2003, the Extraordinary General Meetings of Acesa Infraestructuras, S.A. and Aurea
Concesiones de Infraestructuras, S.A. (AUREA) approved the merger project by absorption of
the companies, effective for accounting purposes from 1 January 2003. On 28 May 2003 the
merger agreement of the Company abertis through the absorption of AUREA was made public,
with the resulting dilution without liquidation of the latter company. Consequently, during
2003 two boards of directors co-existed, namely the board of abertis (formerly Acesa
Infraestructuras, S.A.) and the board of AUREA.
Total remuneration received by the board members of abertis (formerly Acesa Infraestructuras,
S.A.) was 2,950,000 euros, made up of salaries and fees (475,000 euros), expenses (1,503,000
euros), contributions to pension schemes (965,000 euros) and life insurance (7,000 euros).
Total remuneration received by the board members of AUREA was 2,152,000 euros, made up
of salaries and fees (511,000 euros), expenses (126,000 euros), statutory obligations (430,000
euros), life insurance (3,000 euros) and other remuneration (1,082,000 euros).
The overall remuneration of board members of abertis and AUREA in the other companies
of the group and associated companies totalled 866,000 euros, made up of salaries and fees
(76,000 euros), expenses (471,000 euros) and statutory obligations (319,000 euros).
abertis does not have a remuneration system linked to the evolution of the Company’s shares
on the stock exchange for any of its employees or any of the board members.




Board committees

The following committees exist under the Board of Directors:
• Executive Committee
• Audit and Control Committee
• Nomination and Remuneration Committee
                         3   a   Board of Directors




     Corporate
22   governance report           Executive Committee
                                 The members of the Executive Committee are:


                                                                       Type of board member
                                 Chairman
                                 Isidro Fainé Casas                    Member of the board proposed by the holder of shares with capacity to influence
                                                                       in the company’s control (”la Caixa”)
                                 Members
                                 Pablo Vallbona Vadell, on behalf of   Member of the board proposed by the holder of shares with capacity to influence
                                 Dragados Concesiones de               in the company’s control (Dragados Concesiones de Infraestructuras, S.A.)
                                 Infraestructuras, S.A.
                                                                       Member of the board proposed by the holder of shares with capacity to influence
                                 Carmen Godia Bull                     in the company’s control (”la Caixa”)
                                 Ángel García Altozano                 Member of the board proposed by the holder of shares with capacity to influence
                                                                       in the company’s control (ACS, Actividades de Construcción y Servicios, S.A.)
                                 Josep Maria Loza Xuriach, on behalf   Member of the board proposed by the holder of shares with capacity to influence
                                 of Caixa d’Estalvis de Catalunya      in the company’s control (Caixa d’Estalvis de Catalunya)

                                 Julio de Miguel Aynat                 Member of the board proposed by the holder of shares with capacity to influence
                                                                       in the company’s control (Bancaja)
                                 Chief executive officer
                                 Salvador Alemany Mas             Executive board member

                                 Secretary, non-board member
                                 Miquel Roca Junyent                                -
                                 Deputy secretary, non board member
                                 Juan Arturo Margenat Padrós                        -




                                 Executive Committee
                                                                                                                            Corporate
Audit and Control Committee                                                                                          governance report   23


The members of the Audit and Control Committee are:


                                             Type of Board Member
Chairman
Ernesto Mata López                           Independent board member
Members
Caixa d’Estalvis de Catalunya, represented   Member of the board proposed by the holder of shares with capacity
by Josep Maria Loza Xuriach                  to influence in the company’s control (Caixa d’Estalvis de Catalunya)

Enrique Corominas Vila                       Member of the board proposed by the holder of shares with capacity
                                             to influence in the company’s control (”la Caixa”)
Secretary
Juan Arturo Margenat Padrós




Audit and Control
Committee
                         3   a   Board of Directors




     Corporate
24   governance report           As detailed in article 13 of the Regulation of the Board of Directors, the functions of the Audit
                                 and Control Committee are to:
                                 • Know all the financial information processes and the Company's internal control processes.
                                 • Propose the designation of the auditor, the contractual conditions, the limits of the professional
                                   mandate and, should it be necessary, revocation or no reappointment.
                                 • Inform the General Meeting about the questions raised therein by the shareholders in questions
                                   that are their responsibility.
                                 • Review the Company's accounts, ensure fulfilment of legal requirements and the correct
                                   application of generally accepted accounting principles, as well as informing about any proposals
                                   for amending the said accounting principles and criteria suggested by management.
                                 • Serve as a channel for communications between the Board of Directors and the auditors,
                                   appraising the results of each audit and the answers provided by the management team to
                                   the recommendations made therein, and to mediate in cases of discrepancies between the
                                   two with regard to the principles and the criteria applicable in the preparation of the financial
                                   statements.
                                 • Supervise internal auditing services, ensuring the suitability and completeness thereof, and to
                                   review the designation and replacement of those in charge.
                                 • Supervise compliance with the audit contract, making sure that opinions concerning the annual
                                   accounts and the main contents of the audit report are drawn up in a clear and precise way.
                                 • Maintain relations with external auditors so as to receive information on questions that might
                                   place their independence at risk, as well as any other question concerning the process of
                                   auditing Financial Stratements process, as well as such other communications as may be
                                   anticipated in auditing accounts legislation and in technical auditing rules.
                                 • Consider suggestions made by the Chairman of the Board of Directors, Board members,
                                   managers or the Company's shareholders.



                                 Nomination and Remuneration Committee
                                 The members of the Nomination and Remuneration Committee are currently as follows:


                                                                      Type of Board Member
                                 Chairman
                                 Jorge Mercader Miró                  Member of the board proposed by the holder of shares with capacity to influence
                                                                      in the company’s control (”la Caixa”)
                                 Members
                                 Maria Isabel Gabarró Miquel          Member of the board proposed by the holder of shares with capacity to influence
                                                                      in the company’s control (”la Caixa”)
                                 Ángel García Altozano                Member of the board proposed by the holder of shares with capacity to influence
                                                                      in the company’s control (ACS, Actividades de Construcción y Servicios, S.A.)
                                 Secretary
                                 Juan Arturo Margenat Padrós          -
                                                                                                            Corporate
The Regulation of the Board of Directors outlines the main functions delegated to the                governance report   25

Nomination and Remuneration Committee which are to:
• Draw up and review the criteria that must be followed for the composition of the Board of
  Directors and the selection of candidates.
• Submit the proposals for the appointment of members to the Board, so that the Board can
  go ahead with the designation thereof (co-opting) or adopt and submit them to for approval
  at the General Meeting.
• Propose to the Board the members that should form a part of each of the Committees.
• Propose to the Board the system and amount of board members’ annual fees.
• Periodically review the remuneration programmes, evaluating their appropriateness as well
  as their performance.
• Provide information on any transactions that involve, or might involve, conflicts of interest
  and, in general, on those matters indicated in Chapter IX of the Regulation of the Board of
  Directors, entitled “Board Relations” both with respect to shareholders (including institutional
  shareholders) and with the markets and auditors.
• Consider suggestions made by the Chairman, Board members, managers or the Company's
  shareholders.




Nomination and
Remuneration Committee
                         3 b Management of abertis




     Corporate
26   governance report      The organisation of the abertis group is divided into 3 main lines:
                            • The corporation (abertis) is situated at the head of the group to carry out functions of
                              designing and promoting group strategy, as well as supporting and controlling the management
                              of each activity, determining the main directives to be followed.
                            • The shared services (serviabertis) providing administrative and technological support to
                              the business units, amongst other services.
                            • The business units, arranged in four areas of activity: highway operations, car parks,
                              infrastructures for logistic services and telecommunication infrastructures.




                            The management team of abertis is currently comprised of:
                                                                        Position
                            Salvador Alemany Mas                        Chief Executive Officer
                            Juan Arturo Margenat Padrós                 Company Secretary
                                Marta Casas Caba                        Director of Legal Services
                                Jesús Pozo Soler                        Director of Legal Services Madrid
                            Josep Martínez Vila                         Managing Director of Corporate Management
                                David Díaz Almazán                      Director of Investment Analysis
                                José María García Martín                Director of Tax Planning
                                Jordi Graells Ferrández                 Director of Operational Development
                                Lluís Jiménez Arrebola                  Director of Corporate Safety
                                Jordi Lagares Puig                      Director of Management Planning and Control
                                Joan Rafel Herrero                      Director of Organisational Development
                                Rodolfo Vicente Bach                    Director of Construction
                            Rafael Mourelle Morales                     Managing Director of International Highways
                                Carlos Alberola Fioravanti              Director of Financial Coordination
                            Miguel Abeniacar Trólez                     Managing Director Finance
                                Lluís Subirà Laborda                    Director of Finance
                            Ricard Maxenchs Roca                        Director of Institutional Relations and Quality
                            Enric Venancio Fillat                       Director of Studies and Corporate Communication


                            The managers of the different business units are:


                                                                        Position
                            Josep Padrós Busquets                       Managing Director of serviabertis
                            Lluís Serra Serra                           Managing Director Catalonia and Aragon
                            José María Morera Bosch                     Managing Director Centre-North
                            Rafael Mourelle Morales                     Managing Director East-South
                            Joan Font Alegret                           Managing Director of Saba
                            Joaquim Gay de Montellà Ferrer-Vidal        Managing Director of abertis logística
                            Tobías Martínez Gimeno                      Managing Director of Tradia
                            Josep Canós Ciurana                         Managing Director of Retevisión

				
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