6.8 RELATED PARTY TRANSACTIONS
Legislation
In relation to the disclosures on transactions that the Company (or Group companies) performs with related parties, Ministry of Economy and Finance Order EHA/3050/2004, of 15 September, on the information on related party transactions that must be disclosed by issuers of securities listed on official secondary markets must be taken into consideration.
Article 1.1 of the aforementioned order requires the inclusion in the half-yearly financial reports of quantified information on all the transactions performed by the reporting company with related parties. Also, Article 3.1 of the Order considers related party transactions to be any transfers of resources, services or obligations between related parties regardless of whether or not there is any consideration.
Related party transactions
The main transactions between the Company (or its Group companies) and related parties carried out in 2016 in the ordinary course of business of the Company and of the Group, which were performed on an arm’s length basis, are disclosed below.
Where the profit or loss from a transaction cannot be stated, as it pertains to the entity or individual supplying the related good or service, the transaction has been marked with an asterisk (*).
a) Significant shareholders
As disclosed in Note 6.8 to the consolidated financial statements for 2015, through a relevant event communication sent to the Spanish National Securities Market Commission (CNMV) on 4 August 2015 (no. 227311), the markets were informed of the communications received by the Company from its main shareholder, Portman Baela, S.L. and from Karlovy, S.L., in relation to the sale of their ownership interest in the share capital of the Company to its direct and indirect shareholders.
In 2016 the transactions included up to that time in the “Significant Shareholders” section are included under “Transactions with Directors, Senior Executives and Other Related Parties”, together with the other transactions performed between directors (or persons or entities related to them) and the Company or Group companies.
Transactions with significant shareholders |
2016 |
2015 |
|||||||
Name/ Company name |
Ferrovial Group company |
Nature of transaction |
Type of transaction |
Amount |
Profit or loss |
Balance |
Amount |
Amount |
Amount |
(Thousands of euros) |
|
|
|
|
|
|
|
|
|
Members of “controlling family group” / entities related to them |
Ferrovial Agroman, S.A. / subsidiaries |
Commercial |
Construction and renovation work |
(-) |
(-) |
(-) |
268 |
202 |
7 |
Ferrovial Servicios, S.A. / subsidiaries |
Commercial |
Integrated management of services at Madrid offices |
(-) |
(-) |
(-) |
355 |
53 |
18 |
|
Ferrovial Servicios, S.A. / subsidiaries |
Commercial |
Integrated management of services |
(-) |
(-) |
(-) |
1 |
0 |
0 |
b) Transactions with directors, senior executives and other related companies
The transactions performed with the Company’s directors and senior executives in 2016 are shown below. The table also includes the transactions performed with persons or entities considered to be related to the Company (if they were so considered during a portion of the year, the transactions performed in that period are indicated):
Transactions with directors, senior executives and other related parties (1 of 2) |
2016 |
2015 |
|||||||||
Name/ Company name |
Ferrovial Group company |
Nature of transaction |
Type of transaction |
Amount |
Profit or loss |
Balance |
Amount |
Profit or loss |
Balance |
||
(Thousands of euros) |
|
|
|
|
|
|
|
|
|
||
|
|||||||||||
Rafael del Pino y Calvo-Sotelo |
Ferrovial Servicios / subsidiaries |
|
Maintenance, cleaning and gardening services |
(-) |
(-) |
(-) |
16 |
1 |
8 |
||
Ferrovial Agroman / subsidiaries |
Commercial |
Construction and renovation work monitoring and advisory services |
6 |
0 |
0 |
53 |
4 |
105 |
|||
María del Pino y Calvo-Sotelo |
Ferrovial Agroman / subsidiaries |
Commercial |
Real estate renovation |
99 |
0 |
0 |
4 |
0 |
0 |
||
Joaquín del Pino y Calvo-Sotelo |
Ferrovial Agroman / subsidiaries |
Commercial |
Construction and renovation work |
17 |
2 |
0 |
53 |
2 |
0 |
||
Ana Maria Calvo-Sotelo y Bustelo |
Ferrovial Servicios / subsidiaries |
Commercial |
Maintenance and cleaning services |
27 |
2 |
2 |
(-) |
(-) |
(-) |
||
Joaquín Ayuso García |
Ferrovial Agroman / subsidiaries |
Commercial |
Real estate renovation |
2 |
0 |
0 |
4 |
0 |
0 |
||
Almirall Laboratorios |
Ferrovial Servicios / subsidiaries |
Commercial |
Waste collection services |
8 |
0 |
5 |
8 |
1 |
2 |
||
Criu, S.L. |
Ferrovial Servicios / subsidiaries |
Commercial |
Maintenance and cleaning services |
16 |
2 |
2 |
(-) |
(-) |
(-) |
||
Ferrovial Agroman / Subsidiaries |
Commercial |
Construction, maintenance and repair work |
460 |
0 |
129 |
(-) |
(-) |
(-) |
|||
Maxam Europe and group companies |
Ferrovial Agroman / subsidiaries |
Commercial |
Receipt of supplies of explosives and detonators |
857 |
(*) |
-74 |
816 |
(*) |
-87 |
||
Telefónica and group companies |
Several |
Commercial |
Receipt of telecommunications services |
7,374 |
(*) |
0 |
20,509 |
(*) |
-1,882 |
||
Corporate |
Commercial |
Rebilling of cancellation costs |
0 |
0 |
0 |
1,938 |
0 |
1,336 |
|||
Ferrovial Agroman / subsidiaries |
Commercial |
Construction and renovation work |
0 |
0 |
0 |
77 |
466 |
0 |
|||
Ferrovial Servicios / subsidiaries |
Commercial |
Maintenance and waste collection services |
800 |
67 |
0 |
3,035 |
402 |
1,121 |
|||
Marsh and group companies |
Several |
Commercial |
Receipt of consultancy and insurance services |
4,432 |
(*) |
-65 |
1,719 |
(*) |
-123 |
||
Meliá Hotels and group companies |
Several |
Commercial |
Receipt of hotel and catering services |
4 |
(*) |
-1 |
2 |
(*) |
-1 |
||
Ferrovial Servicios / subsidiaries |
Commercial |
Maintenance and waste collection services |
78 |
5 |
40 |
92 |
6 |
30 |
|||
Ferrovial Agroman / subsidiaries |
Commercial |
Construction and renovation work |
6,693 |
89 |
969 |
10,750 |
-367 |
8,059 |
|||
Bankia |
Several |
Commercial |
Receipt of financial services |
525 |
(*) |
0 |
1,235 |
(*) |
0 |
||
Several |
Commercial |
Financing agreements. Guarantee purpose |
87,456 |
(*) |
87,456 |
295,300 |
(*) |
295,300 |
|||
Several |
Commercial |
Interest received |
147 |
147 |
0 |
66 |
66 |
0 |
|||
Several |
Commercial |
Payment of interest |
1,520 |
(*) |
0 |
5,698 |
(*) |
0 |
|||
Several |
Commercial |
Balance drawn down against guarantee facilities |
125,707 |
(*) |
125,707 |
132,700 |
(*) |
132,700 |
|||
Several |
Commercial |
Transactions with derivatives |
14,283 |
(*) |
0 |
11,078 |
(*) |
0 |
|||
Ferrovial Servicios / subsidiaries |
Commercial |
Maintenance services |
1 |
0 |
5 |
8 |
1 |
5 |
|||
Bankinter |
Several |
Commercial |
Receipt of financial services |
18 |
(*) |
0 |
17 |
(*) |
0 |
||
Several |
Commercial |
Payment of interest |
176 |
(*) |
0 |
1,189 |
(*) |
0 |
|||
Several |
Commercial |
Interest received |
261 |
261 |
0 |
317 |
317 |
0 |
|||
Several |
Commercial |
Balance drawn down against guarantee facilities |
9,882 |
(*) |
9,882 |
3,000 |
(*) |
3,000 |
|||
Several |
Commercial |
Financing agreements |
10,898 |
(*) |
10,898 |
7,100 |
(*) |
0 |
|||
Ferrovial Servicios / subsidiaries |
Commercial |
Maintenance services |
176 |
7 |
0 |
168 |
6 |
35 |
|||
Bimaran Pozuelo, S.L. |
Ferrovial Agroman / subsidiaries |
Commercial |
Construction and renovation work |
1,207 |
-184 |
60 |
282 |
191 |
0 |
||
Polan, S.A. |
Ferrovial Servicios / subsidiaries |
Commercial |
Integrated management of services |
162 |
12 |
79 |
(-) |
(-) |
(-) |
||
Fundación Rafael del Pino |
Ferrovial Servicios / subsidiaries |
Commercial |
Cleaning |
2 |
0 |
1 |
(-) |
(-) |
(-) |
||
Red Eléctrica de España, S.A.U. |
Ferrovial Agroman / subsidiaries |
Commercial |
Construction work |
932 |
-84 |
671 |
(-) |
(-) |
(-) |
||
Hispania Activos Inmobiliarios Socimi, S.A. |
Ferrovial Agroman / subsidiaries |
Commercial |
Construction and renovation work |
1,746 |
-198 |
193 |
(-) |
(-) |
(-) |
||
Ferrovial Servicios / subsidiaries |
Commercial |
Provision of maintenance services |
18 |
0 |
22 |
(-) |
(-) |
(-) |
|||
Los Estanquillos, S.L. |
Ferrovial Agroman / subsidiaries |
Commercial |
Construction advisory services |
72 |
3 |
0 |
(-) |
(-) |
(-) |
||
Fundación Seres |
Corporate |
Commercial |
Donation |
18 |
(*) |
0 |
18 |
(*) |
0 |
||
Lafarge Holcim |
Ferrovial Agroman / subsidiaries |
Commercial |
Purchase of cement |
14,269 |
0 |
1,136 |
8,844 |
(*) |
-545 |
||
La Rioja Alta |
Ferrovial Servicios / subsidiaries |
Commercial |
Receipt of food services |
1 |
(*) |
0 |
1 |
(*) |
0 |
||
Panda Security |
Ferrovial Agroman / subsidiaries |
Commercial |
Receipt of IT services |
1 |
(*) |
0 |
4 |
(*) |
0 |
||
Summit |
Ferrovial Agroman / subsidiaries |
Commercial |
Acquisition of tools and electrical material |
20 |
(*) |
0 |
2 |
(*) |
0 |
||
Zurich Insurance |
Several |
Commercial |
Arrangement of insurance policies |
2,043 |
(*) |
0 |
7,774 |
(*) |
2 |
||
Ferrovial Servicios / subsidiaries |
Commercial |
Lease of offices |
88 |
(*) |
-6 |
300 |
(*) |
-6 |
|||
Ferrovial Servicios / subsidiaries |
Commercial |
Maintenance and cleaning services |
0 |
0 |
8 |
9 |
1 |
8 |
The information on remuneration and loans to directors and senior executives may be consulted in Note 6.6.
c) Intra-Group transactions
Set forth below is information on transactions between Ferrovial, S.A. companies which, in all cases forming 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 1.3.2, 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 the work -to the extent that it is completed- 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.
In 2016 Ferrovial’s Construction Division billed those concession operators for EUR 112,252 thousand (2015: EUR 439,532 thousand) for work performed and related advance payments and, in this respect, recognised sales totalling EUR 397,122 thousand (2015: EUR 652,303 thousand).
In 2016 the profit from these transactions attributable to Ferrovial, S.A.’s holdings in the concession operators in question and not eliminated on consolidation, net of taxes and non-controlling interests, was EUR 34,694 thousand. In 2015 it was EUR 93,359 thousand.