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Corporate Governance

Good Corporate Governance fosters a company’s sustainability, reputation, stability, and competitiveness, ensuring responsible conduct towards its stakeholders, including shareholders, financiers, authorities, employees, customers, suppliers, clients, and communities.

Responsible governance and leadership

We structure our organisation and leadership to ensure efficient, transparent, and responsible management of resources for shareholders and financing entities. In this way, we also meet the expectations of management, employees and other stakeholders such as clients, customers, suppliers, authorities, communities and society at large. In doing so, we protect the rights of shareholders and ensure that strategic decisions are made ethically and efficiently.

Our governance bodies are committed to upholding high standards of integrity and transparency

in strategic decision-making and the approval of corporate policies aligned with these values. We have established internal procedures that guarantee access to objective and impartial information, allowing these bodies to properly assess compliance with our responsibilities across all areas of corporate life.

Leadership structure

ALEATICA, S.A.U., Board of Directors

Audit and Risk Committee

ESG Committee

Human Resources Committee

Safety Steering Committee

Internal Audit

Compliance

Risk and Opportunity Management

22% of the members

of the Board of Directors of Aleatica are women.

Board of Directors of Aleatica

Kenneth Frederick Daley

Non-independent director – Chairperson.

Seniority: As of April 12, 2018.

Significant positions: Two positions as a member of Boards of Directors. Competencies: Master of Engineering Science (Transport) of Monash University.
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Michael John Roy Kulper

Non-independent director First Vice Chairperson

Seniority: As of April 12, 2018.

Significant positions: One position as a member of Boards of Directors. Competencies: Bachelor of Economics (with Honours). University of Sydney.
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Aaron Wai-Yan Lehane Mcgovern

Non-independent director Second Vice Chairperson.

Seniority: As of April 12, 2018.

Significant positions: One position as a member of a Supervisory Committee. Competencies: Bachelor of Commerce (with Honours). Bachelor of Laws (with Honours) from the University of Melbourne. Associate of the Institute of Actuaries of Australia.
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Kittredge Murphy Zuk

Non-independent director Third Vice Chairperson.

Seniority: As of October 10, 2018.

Competencies: Bachelor of Arts (Economics and Russian Area Studies) from the Washington and Lee University.
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Xu Ling Zhang

Non-independent director

Seniority: As of November 6, 2023.

Competencies: Bachelor of Arts (Economics) from New York University.
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Brennan Reed Hudson

Non-independent director.

Seniority: As of November 6, 2023.

Competencies: Bachelor of Business Administration (with Honours) from Wilfrid Laurier University. Bachelor of Mathematics (with Honours) from the University of Waterloo.
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David Antonio Díaz Almazán

Executive Director Fourth Vice Chairperson.

Seniority: As of March 3, 2022.

Competencies: Bachelor’s degree and Master’s degree in Business Administration and Management from ESADE / Polytechnic University of Catalonia.
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Gabriel Núñez García

Executive Director

Seniority: As of November 6, 2023

Competencies: Degree in Economics and Business Administration from the Universidad Autónoma de Madrid, MBA from the Instituto de Empresa de Madrid.
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Pablo Olivera Massó

Secretary – Executive Director.

Seniority: As of December 4, 2018.

Competencies: Law degree from Universidad San Pablo CEU in Madrid. LLM from Georgetown University.
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Cristina Santos Rodríguez

Vice Secretary – Executive Director

Seniority: As of January 15, 2024.

Competencies: Law degree (with Honours) from the Universidad Complutense de Madrid. Executive Master’s in Tax Consulting, Tax Law, and Master’s in International Business Law, Competition Law, European Law, Civil and Commercial Law from Universidad CEU San Pablo.

In the Board of Directors of Aleatica we held seven sessions throughout 2024, during which an average attendance of 98% was recorded.

The members of the Board of Directors of Aleatica actively participate in one of the support committees.

The involved board members actively engage in all economic, operational, legal, environmental, social, security, and Corporate Governance matters of all Grupo Aleatica companies. They also meet regularly to monitor the progress of these topics and identify potential improvements in these areas.

Audit and Risk Committee

  • President: Aaron McGovern
  • Members of the Committee: Kitt Zuk, Brennan Hudson y Xu Ling
  • Secretary: Pablo Olivera

ESG Committee

  • President: David Díaz
  • Members of the Committee: Kitt Zuk y Xu Ling Zhang
  • Observers: Vanessa Silveyra; Marco Padilla; Diego de Lapuerta
  • Secretary: Cristina Santos

Human Resources Committee

  • President: Kenneth Daley
  • Members of the Committee: Michael Kulper y Brennan Hudson
  • Secretary: David Díaz

Safety Steering Committee

  • President: David Díaz
  • Members of the Committee: Kitt Zuk y Xu Ling Zhang
  • Observers: Rick Fedder, James Hodson, Vanessa Silveyra, Diego de Lapuerta, Fernando Sotos, Itzel Meyenberg, Rubén Aranda
  • Secretary: Álvaro Serrano

4.3 years

is the average tenure of non-independent members on the Board of Directors.
Approval of bylaws

In accordance with Article 201 of the Spanish Companies Act, in our company the approval of bylaws is carried out by means of a qualified majority vote at the General Meeting.

Pursuant to Article 231 bis of the Spanish Companies Act, the statutory liability period for our directors is four years, counted from the date on which the corresponding action may be brought.

In line with Article 221 of the Spanish Companies Act, we elect the members of our Board of Directors for a term of six years.

To ensure leadership continuity and stability, we have a CEO succession plan under development. This plan includes specific actions for the training of potential successors over a three- and five-year horizon.

Board of Directors performance evaluation and remuneration

  • Three out of nine of the individuals in advisory roles are part of the company’s management team, and their performance and compensation are evaluated as part of the management team rather than in their advisory role.
  • Employees serving as executive directors are compensated for their role in the company, not for their board duties.
  • In the 2024 financial year, the members of the Board of Directors received a remuneration of 3.186 thousand euros for their executive roles within the framework of their commercial relationship with the Parent Company. 
  • The compensation received by individuals in advisory roles with executive functions is based on the fulfilment of those executive functions and is not related to their roles on the Board.

Senior Management evaluation and remuneration

No executive-level personnel hold shares in Aleatica.

The review of executive staff compensation,

ds part of the Business Units’ Management Committee, is approved by the respective Boards of Directors. For members of the Executive Committee who report to the CEO of Aleatica any changes to their compensation must be approved by the Board of Directors. The Board of Directors of Aleatica approves the annual compensation for that company’s CEO.

We have short- and long-term performance metrics, as well as shared objectives that specifically include sustainability or ESG topics.

For the Executive Committee, we define both shared and individual annual objectives, with different KPIs. Following the evaluation of the results and with the approval of the respective Board, we authorise the incentives and compensation changes. We regularly update the market salary benchmarks that guide how compensation is allocated.

Aleatica CEO performance evaluation

The performance evaluation of the CEO is based on three main areas:

Shared Objectives

  • Employee safety performance includes the Employee Safety Index, Lost Time Injury Frequency Rate (LTIFR), and the implementation of the Safety First Plan.
  • Customer safety performance is measured by the User Accident Index (IF1), which counts the number of accidents involving injured victims, as well as the implementation of key actions from the Accident Reduction Programme (PRA).
  • Carbon emissions: compliance with the tCO₂ emissions target.
  • Compliance rate: complaints-to-traffic ratio.
  • Training compliance: number of trained employees.
  • Improvement in employee engagement: score from the annual employee engagement survey.
  • Adherence to the recurring OpEx budget.
  • Major Maintenance: execution of the budget.

Individual Objectives

  • Efficient organisational design of Business Units with centralised activities.
  • The Business plan's strategies are implemented and executed.
  • The main Business Units projects are delivered.

High-Performance Competencies

  • Communication
  • Humility and continuous learning
  • Unconditional accountability
  • Impeccable commitments and requests
  • Effective negotiation

Short-Term Incentives (STI) Applicable to the CEO

Through our Short-Term Incentive (STI) Programme, we reward people in executive positions for achieving short-term business results. Its purpose is to align management behaviours with business objectives.

Through Short-Term Incentives we foster teamwork and effective coordination of actions between Functional Areas and Business Units, as well as individual achievements. 

The programme is divided into three main components: 

  • Evaluation of Shared Objectives Achievement. 
  • Evaluation of Individual Objectives Achievement.
  • Evaluation of Leadership-Related Behaviours. 

 

Furthermore, the results in customer/client Safety may have an impact on Short-Term Incentives, depending on how the IF1 indicator behaves.

Long-Term Incentives (LTI) Applicable to the CEO

We also have Long-Term Incentive Plans (LTI), which we typically evaluate based on three-year results and primarily rely on the Internal Rate of Return (IRR) indicator for Aleatica's assets.

Kenneth Frederick Daley

Non-independent Director, Chairperson

A Special Advisor to the IFM Global Infrastructure Fund, he is a globally recognised leader in infrastructure with decades of operational experience in toll motorways. His executive career includes roles as Chief Executive Officer of Aleatica and the Indiana Toll Road, and President of International Development at Transurban. He is a former Director of the International Bridge, Tunnel and Turnpike Association (IBTTA). Mr Daley also serves on the boards of several IFM portfolio companies, including Atlas Arteria, the Indiana Toll Road, and the M6toll, contributing extensive operational expertise to the asset portfolio.

Michael John Roy Kulper

Non-independent Director, First Vice Chairperson

Leads transaction origination and asset management at IFM. He headed the teams responsible for the acquisition of the Indiana Toll Road and Aleatica, where he served as the initial Chairman of the Board. Prior to joining IFM, he was the founding President of Transurban’s toll motorway concessions business in North America, where he developed a $3 billion portfolio. Previously, he was a Director in Investment Banking at Credit Suisse, specialising in mergers and acquisitions and capital raising.

Aaron Wai-Yan Lehane McGovern

Non-independent Director, Second Vice Chairperson

Responsible for investment matters and ongoing asset management. He has worked on transactions in the transport, energy, and utilities sectors across the Americas, Europe, and Australia. He currently serves on the Boards of Directors for Aleatica and Impala Terminals. Before joining IFM Investors, he was a Director at UBS, where he worked in the investment banking team in New York and Melbourne, covering the industrials, infrastructure, and natural resources sectors.

Kittredge Murphy Zuk

Non-inndependent Director

Responsible for developing and executing IFM’s asset management strategy, implementing value-creation opportunities across the portfolio. She has been involved in key transport and utilities transactions, such as Aleatica and Duquesne. Prior to IFM, she was Director of Business Development at Blue Source LLC and worked as an Analyst and Associate at Bank of America Securities, gaining experience in mergers and acquisitions within the energy and utilities sector.

Xu Ling (Nicole) Zhang

Non-independent Director

Oversees the portfolio management of the Aleatica business. She joined the specialist asset management team in 2019, having previously supported all toll motorway acquisitions in the North American office, including the ITR and Aleatica-related transactions. Before her tenure at IFM, she worked for three years in the Infrastructure group at RBC, where she gained significant experience in mergers and acquisitions and public-private partnership (P3) transactions in the United States.

Brennan Reed Hudson

Non-independent Director

An integral member of IFM’s portfolio governance team, actively participating in key Aleatica committees alongside the firm’s senior executives. His strong quantitative and business background suggests a role focused on financial analysis, strategic modelling, and risk assessment, providing analytical support for investment and asset management decisions.

David Antonio Díaz Almazán

Executive Director Fourth - Vice Chairperson

Previously served as the Chief Financial Officer of X-Elio, a leading renewable energy company with a presence in ten countries across Europe, the Americas, and the Asia-Pacific region. With nearly two decades of experience in the global toll motorway sector, he was the Chief Executive Officer of Arteris, the largest toll motorway operator in Brazil by kilometres managed. He has held several senior positions at Abertis Infraestructuras, including responsibilities for a portfolio of motorway concessions in Argentina, Chile, Colombia, and Puerto Rico.

Gabriel Núñez García

Executive Director

Currently the Chief Financial Officer of Aleatica and the Company, and a member of the Board of Directors for several of its subsidiary companies. He previously served as Chief Financial Officer of Aleatica and has held various positions within the finance division of the Ferrovial Group.

Pablo Olivera Massó

Secretary - Executive Director

The General Counsel, Secretary, and an Executive Director of Aleatica, which he joined in July 2018. His career spans both the public and private sectors, beginning as a State Attorney for the Spanish government, where he held high-level positions such as Director General for State Assets. His corporate experience includes being a partner at Garrigues, specialising in international transactions, and General Counsel at WDFG.

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