Corporate Governance · 2021. 6. 14. · )Xrter inoration in te nnal Corporate Governance Report (ACGR) for 2019 and on the Copans esite oKles Value creation Message from the Chairman

CONSOLIDATE DIRECTORS’ REPORT

DIRECTORS’ REPORT2020

04Corporate Governance

Corporate Governance 964.1 Good governance 98

Ownership structure 98Governance bodies 98Diversity of the Board 101

4.2 Ethics and compliance 102

Code of Ethics 102Ethical Communications Channel 103

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Consolidate Directors’ Report 2020

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Value creation Message from the Chairman

Risk managementSustainability AppendicesCorporate

GovernanceConsolidated

financial statements

Content of the non- financial information

statement (NFIS)

Strategy About this report



Good governance

Ownership structureAt 31 December 2020

Shareholder %

Inmobiliaria Espacio, S.A. 14.6%

Forjar Capital, S.L.U. 8%

Solid Rock Capital, S.L.U. 8%

Other shareholders 69.3%*

* Simon Davis holds 4.99% of the voting rights through financial instruments. Sand Grove Opportunities Master Fund, Ltd. holds 3.95% of the voting rights through financial instruments.

Governance bodies

BOARD OF DIRECTORS

Co position at Dece er

Chairman is ernando art n odio errera

(proprietary))

First Deputy Chairman an illar ir de entes proprietar

Second Deputy Chairman and CEO os ntonio ern nde allar e ec ti e

Directors Car en de ndr s Conde independent C sar Ca edo r elles orre n independent

an ntonio anta era nc e ot er none ec ti e

an os ieto eso independent (coordinating director)

lio a ricio art n odio errera proprietar Reyes Calderón Cuadrado (independent)

il ia illar ir de entes proprietar

The Company has a Board of Directors comprising ten directors, the functioning, structure and organisation of which, and of its committees, is based on the principles of independence, transparency and adherence at all times to best corporate practices in the interest of the Company and its shareholders.

At the proposal of the shareholder the Villar Mir Group, in 2020 the Annual General Meeting re elected Silvia Villar-Mir as non-e ec ti e proprietar director lso t e Board of Directors resolved to appoint by co optation t e directors is ernando art n

odio errera and lio a ricio art n Amodio Herrero to cover the two vacancies ca sed in t e resi nations o a ier Goñi del Cacho and Manuel Garrido Ruano. These appointments were made at the proposal o t e si ni icant s are olders or ar Capital and olid Roc Capital respectively, and both appointments are d e to e rati ied at t e ne t nn al eneral

eetin arran ed or arc at irst call and or arc at second call

rt er in or ation in t e nn al Corporate Governance Report (ACGR) for 2020 and on the Co pan s e site o l es

BOARD COMMITTEES

Audit and Compliance Committee (ACC)


Chairman an os ieto eso independent

Directors C sar Ca edo r elles orre n independent

lio a ricio art n odio errera proprietarReyes Calderón Cuadrado (independent)

il ia illar ir de entes proprietar

Main business transacted by the ACC in 2020:

• Monitoring of business performance and, particularly, of the impact of covid-19 on the various activities and countries.

• Report to the Board of Directors on the budget for the year and monitoring of budget compliance.

• onitorin o t e Co pan ’s nancial and cash position in the year.

• Analysis of the progress of the Group’s si ni cant transactions and nancin in t e year.

• Analysis and monitoring of related-party transactions in t e nancial and acco ntin areas relevant to the Committee.

• Analysis of the economic conditions of the arrangement entered into with the Villar Mir Group for the repayment of its debt and

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the possible related accounting impact, e a inin t e reports iss ed e ternal advisers and fairness opinions, providing a favourable report to the Board’s plenary meeting regarding the transaction in the Company’s corporate interest.

• Review and analysis, prior to the Board meeting, of the main interim periodic

arterl and si ont l econo ic and nancial a re ates pro idin a a o ra le

report for its presentation in due time and form to the markets and to their supervisory bodies.

• Re ie and appro al o t e ta report

• Re ie o t e s ste o nternal Control o er inancial Reportin C R in

• Re ie o t e nancial and non nancial requirements issued by the CNMV and of the related responses prepared by Company management.

• Re ie o t e e ternal a ditors’ or

• Review of the economic contracting conditions o t e r a ditin t e nancial statements of the Company and its Group.

• nal sis o t e independence o t e e ternal auditor and review of compliance with the requirements regarding conflicts of interest esta lis ed in panis dit a o l considerin s c independence to be accredited.

• Approval of non-audit services provided by t e e ternal a ditor to t e Co pan or t e Group subsidiaries, previously reported

t e eneral cono ic and inancial Department with respect to their nature, circumstances and amounts.

• roposal to reappoint t e e ternal a ditor for 2020.

• Performance of the selection process for a ne e ternal a ditor o t e Co pan and its Group, in accordance with Spanish Audit

a o l ntil t e selection o as t e candidate appointed t e Annual General Meeting as auditor of the

nancial state ents or and

• Analysis and review of the internal audit reports prepared over the course of various selected projects and of transversal aspects of the various activities, their outcome, conclusions and, where

applicable, recommendations to Company management.

• Re ie and appro al o t e nternal dit Department’s Annual Report for 2019 and of t e nternal dit lan incl din t e budget for the year.

• Review and approval of the Compliance Department’s Annual Report for 2019 and of the Compliance Department’s Annual Plan for 2020, including the budget for the year.

• Analysis and processing of the complaints reported by the Compliance Department received through the Ethics Channel in 2020.

• Monitoring of investigations coordinated by the Compliance Department at the request of the Committee itself.

• Supervision of the work plan established or rene in certi cation antiri er ana e ent s ste s and

certi cation cri inal ris co pliance management system), obtained in 2019.

• Meetings held with the lawyers of the e ternal r appointed to cond ct an independent investigation into the events referred to in the actions of Central

a inin Co rt no in t e e o Case conveying to the Board of Directors the conclusions of those investigations, the outcome of which was ultimately submitted to t e co rt in l

• Re ie and appro al o t e Ris and nternal Control Department’s Annual Report for

and o t e Ris and nternal Control Department’s Annual Plan for 2020, including the budget for the year.

• pdate o t e Ris ap incl din nancial and non nancial ris s and o t e

ro p s red lines

• Review of the risk management internal regulations.

• Annual self-assessment of the Committee.

• Preparation of its Annual Report.

rt er in or ation in t e nn al Corporate Governance Report (ACGR) for 2019 and on the Co pan s e site o l es






statement (NFIS)


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Nomination and Remuneration Committee (NRC)


Chairman Reyes Calderón Cuadrado (independent)

Directors an ntonio anta era nc e ot er non

e ec ti e an os ieto eso independent an illar ir de entes proprietar is ernando art n odio errera

Main business transacted by the NRC in 2020:

• Analysed the composition and size of the Board of Directors in accordance with good governance recommendations.

• Reported on and proposed the re-election and appointment of proprietary directors to the Board of Directors, considering that they met the profile and skills required to discharge their office, assessing and reporting favourably on their suitability.

• Analysed and reported to the Board of Directors the CEO’s variable and e traordinar re neration assessin where applicable, compliance with objectives and criteria.

• Analysed and reported to the Board of Directors the proposed variable re neration o t e ro p s senior e ec ti es

• Analysed, developed and implemented t e senior e ec ti e lon ter incenti e plan, providing a favourable report to the Board of Directors on the suspension thereof in 2020.

• n relation to t e re neration o directors and senior e ec ti es ased on the economic circumstances in 2020, it proposed to the Board of Directors the suspension of the long-term incentive plan appro ed in or t e entire e ec ti e team.

• Analysed and reported to the Board of Directors the proposed variable re neration o t e senior e ec ti es

• Provided a favourable report to the Board of Directors on the Board of Directors Remuneration Report for 2019, verifying that the remuneration policy in force was applied correctly.

• Provided a favourable report to the Board of Directors on the proposal to amend the directors’ remuneration policy subsequently approved by the Annual

eneral eetin eld on ne

• Analysed and reported the amount and nature of the related-party transactions performed in the year in accordance with Group regulations.

• Analysed the terms and conditions agreed upon with the Villar Mir Group for the repayment of its debt, following t e e a ination o reports and airness opinions on the terms and conditions of the agreement, submitting to the Board its report on the reasonableness, advisability and appropriateness of the transaction, also based on the circumstances of both the Company and the debtor.

• Provided a favourable report to the Board of Directors on a new Group organisational chart.

• Provided a favourable report on the proposed appointment of the Corporate General Manager, proposing to the Board of Directors the basic terms and conditions of the hire.

• Provided a favourable report on the termination of the contracts of senior e ec ti es and t e econo ic conditions o the settlement thereof.

• Analysed the information on sustainability (non-financial information statement) and provided a favourable report thereon to the Board of Directors for its approval and authorisation for issue in the framework of t e ro p s inte rated ann al report

• Performed the annual self-assessment of the Committee.

• Approved its Annual Report.

rt er in or ation in t e nn al Corporate Governance Report (ACGR) for 2020.

Incompatibilities and conflicts of interest (Regulations of the Board of Directors)

OHL’s Regulations of the Board of Directors regulate situations of incompatibility and conflicts of interest of its directors. They also address, in detail, those situations in which, d e to t e e istence o a possi le con lict of interests, the director must inform the Board of Directors of any situation of direct

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0Consolidate Directors’ Report 2020

or indirect conflict that they may have with t e interests o t e Co pan and t e st refrain from attending and intervening in deliberations and voting that affect matters related to the conflict.

The Company has a specific rule that, implementing the provisions of the Regulations of the Board of Directors and approved by the Board of Directors, reinforces and details the procedures and controls of transactions that the company or any of the OHL companies wish to carry out with the directors, with the significant shareholders or with persons related to them.

The transactions affected by this procedure are all transfers of resources, services, rights and obligations, regardless of whether or not there is any consideration, made by any of the persons referred to in the previous section, with the Company or with any OHL company.

eit er t e directors nor t e e ec ti es o the Company reported any incompatibility or conflict of interest in 2020. The Company reports in the financial statements and the Corporate Governance Report the significant related party transactions performed by it or by OHL companies with significant s are olders directors e ec ti es or parties related to them.

rt er in or ation in t e inancial statements and Annual Corporate Governance Report (ACGR) for 2020.

MANAGEMENT COMMITTEE

Chairman os ntonio ern nde allar

Second Deputy Chairman and CEO

Directors Manuel Álvarez Muñoz General Manager of the Infrastructure, Industrial and Services areas

os ntonio de Cac a era nc e General Manager of Services

os ar a del C illo e n General Manager of the Legal Department

os ar a pe de entes General Manager of Concessions

Ashok Patel General Manager for North America

os ilio ont re General Manager for Europe and Latin America

o s os R i on le Corporate General Manager

os ar a a ardo lonis General Economic and Financial Manager

Gonzalo Targhetta Reina General Manager of Corporate Resources

Diversity of the Board

DIVERSITY POLICY APPLIED IN CONNECTION WITH THE BOARD OF DIRECTORS

n t e Co pan as ided t e Director election olic appro ed in This policy ensures that proposals for the appointment or re-election of members of the Board of Directors are based on a prior anal sis o t e oard s needs and in t rn pro ote di ersit o no led e e perience and gender.

This policy also defines the mechanisms required to avoid certain biases that deliberately hinder the election of women as potential directors.

n il ia illar ir as re elected as proprietar director ince t e Co pan has maintained the same number of women on the Board of Directors as in previous

ears it o en representin o er of the total of ten Board members, a target that was set for 2020 by the good governance recommendations, which demonstrates the Company’s commitment to gender diversity, in the composition of both its Board and its committees.

Also, the Board of Directors includes directors of various ages and nationalities, all of whom

a e t e trainin e perience and s ills required to discharge their office and have technical knowledge, particularly in the areas of construction, infrastructure, finance and accounting.






statement (NFIS)


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Ethics and compliance

n rene ed its (Anti-Bribery Management Systems) and

Cri inal Ris Co pliance Management System) certifications, based on the Crime Prevention Model which was updated in 2019.

OHL builds its commitment to good business practices around its Code of Ethics, in force since 2010 and arising from the Code of Conduct launched in 2002, its Anti-Corruption Policy and its Crime Prevention Policy. All the foregoing entails compliance with the applicable criminal legislation and anti-corruption regulations.

Also, the Company is a signatory of the lo al Co pact and accordin l is

committed to working against corruption and to following the recommendations of international bodies such as the OECD and the good corporate governance practices published by the CNMV.

Code of EthicsThe Code of Ethics, approved by the Board of Directors in 2010 and revised in 2012 and is an e press declaration o the values, principles and behavioural guidelines, in order to:

• Develop the models and guidelines for professional, ethical and responsible behaviour that should guide all the people who make up OHL in the performance of their work.

• Prevent the commission of criminal acts and any unlawful behaviour by the persons bound by this Code in the performance of their professional activity.

• Establish the monitoring and control mechanisms necessary to guarantee compliance with it.

Also, the Code of Ethics constitutes one of the cornerstones of corporate social responsibility management and is the channel for the development of its corporate values, which are:

Professional ethics, integrity, honesty, loyalty, efficiency and responsibility vis-à-vis stakeholders, in all the actions of the Company, while at all times fully complying with the law in force.

Will to succeed and continuous improvement in professional performance, while striving at all times or e cellence

Transparency in the dissemination of information, which must be adequate, accurate, checked and complete.

Creation of value with a quest for profitability and sustainable growth.

Constant promotion of quality, innovation, safety and respect for the environment.

ANTI-CORRUPTION POLICY

OHL has an Anti-Corruption Policy, approved t e oard o Directors in ne and

re ie ed in l ic re lects t e Co pan s position o ero tolerance or an form of bribery or corruption, in both the public and private sectors.

n cto er stren t ened its commitment to zero tolerance of corruption

it t e o tain ent o t e certi ication n t is certi ication ali ned it t e Co pan s inte rit and transparency policies, was renewed by

R and as e tended as ell as to OHL, to eleven of its subsidiaries following a comprehensive audit of the measures implemented to prevent, detect and combat practices relating to bribery and corruption.

Through this benchmark international accreditation, OHL provides guarantees to its investors, shareholders, employees and other stakeholders in relation to the effective implementation of mechanisms to prevent and detect this type of unlawful conduct which is completely unacceptable to the Company.

CRIME PREVENTION POLICY

er t e co rse o pdated its Crime Prevention Model to adapt it to the organisational changes that had taken place, resulting in a Crime Prevention System which enables the criminal risks to

ic is e posed d e to t e partic lar


characteristics of its structure and business, to be mitigated. The update took into account the criminal risks to which the Co pan is e posed d e to t e nat re o its activities, as well as regulatory requirements and best practices in the area of compliance.

lso in o e er t e Co pan s Board of Directors approved the Crime Prevention Policy and Manual, which replaced t e Cri e re ention odel Handbook.

ollo in t is re ie and adaptation comprehensively audited this system and, in December 2019, the Company and ten o its s sidiaries o tained certification awarded by AENOR, which was renewed in 2020 and included an additional company. This certification guarantees that the organisation has a model aligned with the requirements of the Spanish Criminal Code and with international compliance standards, thereby helping to create an organisational culture that is sensitive to crime prevention and opposes the bad practices that can give rise to unlawful conduct.

COMMUNICATION AND TRAINING

All OHL employees must know and accept the Code of Ethics, Anti-Corruption Policy and Crime Prevention Policy and, accordingly, an additional clause is included in the employment contract of new hires.

n speci ic trainin as i en on t e Code of Ethics and the Anti-Corruption

olic and to date a total o people have received training globally, through the course given over the online platform.

n addition a total o people recei ed Criminal Risk Prevention System training in 2020.

Ethical Communications ChannelThe Ethical Communications Channel is available to all the people that form part of OHL, as well as to the stakeholders that wish to make any consultation or communicate in good faith professional conduct that may involve, by action or omission, irregularities, breaches or acts contrary to the rules and principles set forth in the Code of Ethics or to all the other rules and procedures making up t e Co pan s s internal re lator s ste or to law.

The Audit and Compliance Committee guarantees the proper management of the communications made and ensures that they will be treated with complete confidentiality and in accordance with the internal procedure that regulate its modus operandi. OHL allows complaints to be submitted anonymously and, in order for such complaints to be deemed eligible for processing, sufficient evidence of the reported facts must be furnished so that the investigation can focus on specific facts. Also, it is responsible for implementing such disciplinary, enforcement and legal actions as might be required until such time as they have been resolved.

n a total o co nications regarding potential breaches of the Code of Ethics were received (as well as various ot er cons ltations o ic ere ade through the Ethical Communications Channel and the other 9 of which were made through other channels. A total of 29 complaints were admitted to processing and another 22 were

66% Spain

5% Chile

3% Colombia

9% Mexico

3% Peru

14% US

Training by country






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dismissed because they did not represent any violation of the Code of Ethics.

All of the complaints admitted to processing

Geographical areas

Receipt of communication

29% Latin America

25% Mexico

18% Spain

12% US and Canada

8% Europe (excluding Spain)

4% Asia y Oceania

4% Middle East

Type

51% Breach of employee rights24% Other actions not included in the foregoing categories14% Irregularities relating to suppliers or subcontractors6% Conflicts of interest4% Misappropriation or misuse of resources2% Accounting, audit or tax matters

82% Ethic chanel website

18% Other channels of communication

Resolution

43% Dismissed

25% Admited to processing and under investigation

22% Admited processing and no action taken

10% Admited processing, closed and action taken

were duly investigated and the consultations were answered, in line with the established internal proced res and co plaints ere being investigated at the end of the year.


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Documents

Corporate Governance · 2021. 6. 14. · )Xrter inoration in te nnal Corporate Governance Report (ACGR) for 2019 and on the Copans esite oKles Value creation Message from the Chairman