The Board committees
Functioning and work of the Board in 2023
The Board met seven times in 2023 (for seven ordinary meetings and no extraordinary meetings) and the average attendance rate was 100%. Attendance rates for each director at the Board meetings held in 2023 are shown in paragraph 3.1.3, ”Activities in 2023”, page 138.
All documents needed by directors to perform their duties are made available both in hard copy, for those who wish to receive them as such, and in electronic form, the latter via a specific platform allowing directors to view the documents online.
In 2023, all Board meetings were held in person, although some of the directors took part remotely via videoconferencing.
The Board discussed all matters of importance relating to the Group’s activities. The Executive Vice-President and Chief Financial Officer attends Board meetings. The General Counsel acts as Board Secretary.
| Main areas of oversight | Board activities in 2023 |
| Review of the financial statements and day-to-day management | • Reviewed and approved the consolidated and parent company financial statements for the year ended 31 December 2022 as well as the consolidated and parent company financial statements for the six months ended 30 June 2023, reviewed the related press releases, examined the reports of the Statutory Auditors relating to these financial statements, and reviewed the 2023 budget forecasts and the 2024 budget • Approved the terms of the various reports to shareholders, including the Report of the Board of Directors (which contained the Report on corporate governance), prepared and convened the Shareholders’ General Meeting of 13 April 2023, approved its agenda and the resolutions submitted for shareholder approval • Reviewed the work done by the Audit Committee • Regularly examined the Group’s business activities, ongoing developments, financial situation and indebtedness • Decided on the payment of the dividend in respect of 2022 and the interim dividend in respect of 2023 • Approved the 2022 tax transparency report • Received information on the amendment and extension of VINCI SA’s revolving credit facility • Received information on changes in the share capital and on the implementation of the share buy-back programme • Decided to reduce the share capital by cancelling 8.7 million treasury shares • Approved the renewal of the Chairman and Chief Executive Officer’s powers regarding guarantees and collateral as well as the implementation of the share buy-back programme • Renewed the delegation of authority to the Chairman and Chief Executive Officer as well as the Executive Vice-President and Chief Financial Officer to issue bonds and was informed of the use of this delegation • Received information in conjunction with the preparation of the interim and annual financial statements identifying financial difficulties experienced by companies in order to prevent insolvency • Reviewed and approved the report on payments to government authorities made by VINCI subsidiaries with respect to their mining and quarrying activities |
| Corporate governance | • Reviewed the work done by the Appointments and Corporate Governance Committee • Evaluated the independence of the Board’s members with regard to the criteria of the Afep-Medef code and submitted the appointment of two directors for shareholder approval at the Shareholders’ General Meeting • Confirmed the continued application of the system of governance in which the roles of Chairman of the Board and Chief Executive Officer are combined, with Mr Huillard serving in both of these positions • Changed the composition of the Board committees • Amended the Board’s internal rules • Amended the rule relating to the holding period for shares received by executive company officers |
| Remuneration | • Reviewed the work done by the Remuneration Committee • Set Mr Huillard’s variable remuneration for financial year 2022 and established the remuneration policy for the Chairman and Chief Executive Officer for 2023 • Made changes to the remuneration system for Board members • Reviewed and approved the “Company officers’ remuneration and interests” section of the 2022 Universal Registration Document • Defined the performance conditions applicable to the long-term incentive plans to be put in place beginning in 2023 • Decided to set up a performance share plan for the Group’s employees for awards granted under the Twenty-fourth resolution passed at the Shareholders’ General Meeting of 13 April 2023, as well as a long-term incentive plan for the Chairman and Chief Executive Officer • Approved the vesting percentages under the performance share and long-term incentive plans set up on 9 April 2020 and under the long-term incentive plan set up on 18 June 2020 |
| Employee savings plans | • Set the subscription price of shares to be issued under the Group savings plan in France for the periods from 1 May to 31 August 2023,
from 1 September to 31 December 2023 and from 1 January to 30 April 2024 • Reviewed a proposal for a new international employee share ownership plan for 2024 and granted delegations of authority to set the subscription price as well as the definitive start and end dates for the subscription period in each country concerned • Reaffirmed, subsequent to the Shareholders’ General Meeting, the decisions previously taken by the Board relating to the Castor France and Castor International 2023 company mutual funds • Reviewed the results of the employee share ownership programme offered in 2023 to employees of VINCI’s foreign subsidiaries in connection with the Group savings plan outside France |
| Strategy and CSR | • Reviewed the work done by the Strategy and CSR Committee • Reviewed and approved an acquisition project in the energy sector |
| Other | • Responded to questions submitted in writing by shareholders prior to the Shareholders’ General Meeting of 13 April 2023 • Decided to increase the share capital of VINCI Concessions • Received a presentation on VINCI Autoroutes’ communications strategy • Approved a sponsorship agreement with the Organising Committee for the Paris 2024 Olympic and Paralympic Games • Reviewed risk factors relating to compliance with competition law • Received information on the schedule of meetings of the Board and its committees for 2023, 2024 and 2025 |
All of the Board’s ordinary meetings held in person provided the opportunity for discussions between the directors and the members of the Executive Committee.
A Board meeting in the absence of the executive company officer and chaired by the Lead Director was held on 8 February 2023, in particular to evaluate his performance and discuss governance.
One of the Board meetings took place in Denmark. In conjunction with this meeting, the Board members received a detailed presentation on the Group’s activities in this country and visited the construction site for the Fehmarnbelt Fixed Link.
A two-day seminar attended by the directors along with all Executive Committee members to examine the strategies of the Group and its various business lines from a multi-year perspective was held in Versailles in January 2023.
Assessment of the composition and functioning of the Board
The Board’s internal rules require that the agenda of one of its meetings each year include a discussion on the functioning of the Board with the aim of improving its effectiveness. In addition, a formal assessment of the Board must be carried out once every three years, with the assistance of an outside consultant or firm of consultants.
In accordance with these rules, an informal meeting of the Board, without the executive company officer being present, is organised each year by the Lead Director. Its aim is to allow directors to express themselves freely on all subjects relating to corporate governance procedures as well as the Board’s internal procedures. It also offers the opportunity to discuss the evaluation of the Executive Management’s performance before the Board is called upon to approve the executive company officer’s remuneration. The last meeting of this type was held on 7 February 2024. Prior to this meeting, an open-ended questionnaire was sent to each director to encourage them to share their observations on the functioning of the Board and of its committees as well as their ideas for improvements. Prepared by the Company and approved by the Lead Director, the questions touched on the documentation provided to the Board and its committees, the conduct of Board meetings and the organisation of corporate governance. In addition, the directors were asked to take part in the preparation of the table covering their areas of expertise shown in paragraph 3.1.2, page 138.
All members of the Board of Directors responded to the questionnaire. On the whole, the directors indicated that they were satisfied with the functioning of the Board. They brought up several areas for improvement and expressed a need for training or additional information on certain topics relating in particular to the energy and digital transitions.
The Lead Director also reported at this meeting on the work being carried out jointly by the Remuneration Committee and the Appointments and Corporate Governance Committee on the evaluation of the Executive Management’s performance, mainly in relation to the non-financial indicators used to determine the variable component of the executive company officer’s remuneration. These findings were discussed and then approved.
The most recent formal assessment process provided for by the Board’s internal rules was carried out at the end of 2022 with the assistance of an independent consultancy, whose selection had been validated by the Appointments and Corporate Governance Committee. To this end, the consultants sent the directors a detailed questionnaire to gain their perspective on the conditions for the preparation, organisation and conduct of Board meetings as well as the topics covered in these meetings. Interviews were then held with each director, during which these subjects were discussed. The consultants presented the results of their assessment first to the Appointments and Corporate Governance Committee and then to a formal meeting of the Board. This assessment (see the discussion in the 2022 Universal Registration Document, page 152) found that the directors were satisfied overall with the functioning of the Board and its committees, the range of expertise offered by its members, and the organisation of corporate governance. With respect to the management of succession plans, they expressed the wish for more direct participation in the process by the Board as the transition dates draw closer. This suggestion was taken into account and the members of the Appointments and Corporate Governance Committee are now deeply involved in these matters.
Board committees
The Board has established four specialised committees:
➜ The Audit Committee
➜ The Strategy and CSR Committee
➜ The Appointments and Corporate Governance Committee
➜ The Remuneration Committee
The role of the committees is to prepare and provide support for decision-making processes in their respective areas of specialisation. The responsibilities and modus operandi of the committees are governed by the Board’s internal rules. Each committee has consultative powers and acts under the authority of the Board, of which it is an extension and to which it is accountable. Minutes of each committee meeting are drawn up and circulated to the members of the Board.
Each committee may enlist the services of outside consultants to perform technical analyses concerning matters within their remit, at the Company’s expense and after sending notification of this decision to the Chairman and Chief Executive Officer. Each committee is also entitled to invite any experts or other knowledgeable parties to attend its meetings and offer their insights, as necessary.
During the Combined Shareholders’ General Meeting held in April 2023, each of the Board committees presented a report on its activities in 2022.
| Audit Committee | Strategy and CSR Committee | Remuneration Committee | Appointments and Corporate Governance Committee | |
|---|---|---|---|---|
| Mr Xavier Huillard | ||||
| Mr Carlos F. Aguilar | X | |||
| Mrs Yannick Assouad | X | X | ||
| Mr Benoit Bazin | X | X | ||
| Mrs Graziella Gavezotti | X | |||
| Mrs Caroline Grégoire Sainte Marie | X | |||
| Mr Claude Laruelle | X | X | ||
| Mrs Marie-Christine Lombard | X | X | ||
| Mr René Medori | X | X | ||
| Mrs Annette Messemer | X | |||
| Mr Roberto Migliardi | X | |||
| Mrs Dominique Muller | X | X | ||
| Mr Alain Saïd | X |
The Audit Committee
President
René Medori, Non-executive Chairman of Petrofac Ltd
Members
Yannick Assouad, Executive Vice-President, Avionics, Thales - Lead Director
Caroline Grégoire Sainte Marie, Supervisory or supervisory board member in several companies
Claude Laruelle, Deputy Chief Executive Officer, Finance, Digital and Purchasing, Veolia
Composition
In accordance with the Board’s internal rules, the Audit Committee comprises at least three directors designated by the Board. The Executive Vice-President and Chief Financial Officer and the Statutory Auditors attend Audit Committee meetings. From 12 April 2022 until 13 April 2023, this committee had the following members: Ren. Medori (Chair), Yannick Assouad, Robert Castaigne and Claude Laruelle. Since 13 April 2023, its membership has been as follows: Ren. Medori (Chair), Yannick Assouad, Caroline Gr.goire Sainte Marie and Claude Laruelle. The Board considers all of the Audit Committee members to be independent directors.
By virtue of their professional experience and/or qualifications, the members of this committee have the financial, accounting and auditing
expertise necessary to serve thereon, as detailed in the curriculum vitae set out in paragraph 3.2, “Company officers’ appointments and
other positions held”, pages 140 to 146.
The Executive Vice-President and Chief Financial Officer acts as secretary to the Audit Committee.
Responsibilities
The Audit Committee helps the Board monitor the accuracy and fair presentation of VINCI’s parent company and consolidated financial
statements, and the quality of the information provided. In particular, its duties are to monitor:
• the process of compiling financial information (i) by examining the Group’s annual and half-year parent company and consolidated financial
statements before they are presented to the Board, verifying the quality of the information given to the shareholders; (ii) by ensuring that
the accounting policies and methods are appropriate and consistently applied, warning of any deviation from these rules; (iii) by reviewing
the scope of consolidation and, where applicable, the reasons why certain companies would not be included; and (iv) by carefully reviewing
significant transactions in the course of which a conflict of interest might have arisen, subsequently formulating recommendations to
ensure the integrity of such transactions;
• the effectiveness of internal control and risk management systems (i) by verifying the existence of these systems, their proper deployment
and the successful implementation of corrective measures in the event of any material weakness or significant deficiency in internal control
and (ii) by reviewing the Group’s financial position and major risk factors on a regular basis, examining material risks and off-balance sheet
commitments and evaluating the importance of any failures or weaknesses of which it is made aware, bringing them to the attention of
the Board where applicable;
• the statutory audit of the parent company and consolidated financial statements and the independence of the Statutory Auditors (i) by
tracking the assignments carried out by the Statutory Auditors, including the review of their work programmes, audit conclusions and
recommendations, as well as the follow-up actions taken; (ii) by verifying compliance by the Statutory Auditors with their legal obligation to
be independent; (iii) by approving the supply of services mentioned in Article L.821-30 of the French Commercial Code; and (iv) by evaluating
proposals for the appointment of the Company’s Statutory Auditors or the renewal of their terms of office as well as their remuneration
and issuing a recommendation on this matter;
• the Group’s policy in respect of insurance;
• the setting up of procedures regarding business ethics and competition, while ensuring that a system is in place able to verify that they
are being enforced;
• the entry into or continuation in force of any agreement concluded between the Company and any of its executive or non-executive
company officers.
To carry out its remit, the Board’s internal rules specify that the Audit Committee may seek external advice, the cost of which is borne by
the Company.
| Main focus areas d’intervention |
Subjects addressed by the Audit Committee in 2023 |
| Process of compiling accounting and financial information | • Review of the Group’s parent company and consolidated financial statements prepared during the year as well as the drafts of
the related press releases • Presentation of budgets and budget updates • Review of the Group’s cash positions and financial debt • Review of the Group’s financial strategy and ongoing or completed financial transactions • Presentation of the Group’s tax policy and the draft version of the tax transparency report • Information provided on the implementation of the procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis |
| Effectiveness of the Group’s internal control and risk management systems | • Presentation on the Group’s internal audit organisation as well as the structure, tasks and missions of the central team • Analysis of the results of the annual 2023 self-assessment • Update on the approach to cybersecurity • Presentations on the internal control and risk management systems in place at Cobra IS and at VINCI Construction’s Americas and Oceania Division, including measures to address cyber risks • Presentation of the annual internal control reports for 2022 issued by the business lines and divisions • Post-mortem review of difficult contracts • Presentation of the “Risk factors and management procedures” chapter of the Report of the Board of Directors • Review of ongoing disputes and litigation • Participation in the update of the Group’s risk mapping exercise, including cyber, social and environmental risks • Presentation of the activities in 2022 of VINCI SA’s Internal Audit Department, the 2023 audit programme and its updates • Review of off-balance sheet commitments at 31 December 2022 and 30 June 2023 |
| Statutory auditing of the parent company and consolidated financial statements and the independence of the Statutory Auditors | • Discussions with the Statutory Auditors and review of their conclusions • Monitoring of compliance with legal and regulatory obligations concerning accounting and financial information • Presentation of the external audit approach |
| Insurance | • Report on current developments in the corporate risk insurance market • Presentation of VINCI’s policy in respect of insurance and the Group’s insurance programme arranged by VINCI SA on behalf of all Group companies and by VINCI Re, the Group’s captive reinsurance subsidiary |
For the purposes of this work, the following executives were interviewed: the Executive Vice-President and Chief Financial Officer; the Director of Cash Management, Financing and Tax Matters; the Senior Vice-President for Corporate Controlling and Accounting; the Chief Audit Officer; the General Counsel; and the Statutory Auditors. During their presentation, the Statutory Auditors emphasised the important points relating to their assignment and the accounting options chosen.
The Strategy and CSR Committee
President
Benoit Bazin, Chairman and Chief Executive Officer, Saint-Gobain
Members
Carlos F. Aguilar, Chief Executive Officer of Inspire Dallas LLC (United States)
President and Chief Executive Officer of Old Hundred Road LLC (United States)
Annette Messemer, Supervisory board member in several companies
Dominique Muller, Project manager, Building France and Civil Engineering France divisions, VINCI Construction
Director representing employee shareholders
Alain Saïd, Business Manager, Comsip (VINCI Energies)
Director representing employees
Composition
In accordance with the Board’s internal rules, the Strategy and CSR Committee comprises at least three directors designated by the Board.
From 12 April 2022 until 13 April 2023, this committee had the following members: Benoit Bazin (Chair), Caroline Gr.goire Sainte Marie,
Dominique Muller, Ana Paula Pessoa, Alain Sa.d, Pascale Sourisse and the permanent representative of Qatar Holding LLC (Abdullah Hamad
Al Attiyah). Since 13 April 2023, its membership has been as follows: Benoit Bazin (Chair), Carlos F. Aguilar, Annette Messemer, Dominique
Muller and Alain Saïd.
All Board members who wish to do so may attend the Strategy and CSR Committee’s meetings, with voting rights. Before each meeting,
directors may view the documentation relating to the items to be discussed in electronic form via the specific platform set up for this purpose.
VINCI’s Chairman and Chief Executive Officer, Executive Vice-President and Chief Financial Officer, and Vice-President for Business
Development attend the meetings of the Strategy and CSR Committee. The Board Secretary acts as secretary to this committee.
Responsibilities
The Strategy and CSR Committee helps the Board review the Group’s overall strategy. In advance of their presentation to the Board,
it examines multi-year contracts implying an investment on the part of the Group, strategic investments and all transactions, including
acquisitions and disposals, with the potential to have a material impact on the Group’s scope of consolidation, business activities, risk profile,
earnings or balance sheet or on the Company’s stock market valuation. It also monitors all corporate social responsibility issues.
In particular its duties are to:
• prepare the Board’s discussions on the Group’s strategy;
• express an opinion, for the benefit of the Executive Management, on proposed acquisitions or disposals of shareholdings of a value exceeding €50 million that do not come under the Board’s direct terms of reference;
• give its opinion to the Executive Management on plans for significant changes to the Group’s legal or operational structure;
• ensure that whistleblowing systems have been put in place within the Group and are functioning well;
• review the report required under Article L.225-102-1 of the French Commercial Code in relation to corporate social responsibility;
• examine the VINCI Group’s sustainability commitments with respect to the issues faced in its business activities and in achieving its objectives and ensure that matters relating to corporate social responsibility are taken into account in the Group’s strategy and its
implementation.
In addition, this committee is kept informed by the Executive Management of progress made on proposed multi-year contracts involving
a total investment by the VINCI Group in equity and debt of more than €100 million.
Activities in 2023
Given the decision by the Board of Directors to focus greater efforts on monitoring the adoption of procedures to promote the efficient management of CSR issues, VINCI’s Executive Management has established a work programme including a systematic review of all related topics (ethics, environment, civic engagement, occupational safety, diversity, employability, sharing the benefits of company growth), the associated commitments enshrined in the VINCI Manifesto, and how the latter are being implemented in the Group’s business lines, which is coordinated by the Strategy and CSR Committee. This committee’s meetings are open to all members of the Board of Directors, at which they receive presentations covering the expected outcomes as laid down by regulations and communicated by stakeholders, the targets set by the Group for each business line and the progress made. This approach gives all Board members access to full and up-to-date information on specific areas of CSR as they relate to the Group’s business lines and their material issues, but also on the ways in which actions and initiatives are put in place across the Group.
The table below presents the main focus areas and subjects addressed by the Strategy and CSR Committee during the year.
| Main focus areas | Subjects addressed by the Strategy and CSR Committee in 2023 |
| Acquisition projects | • Review of an acquisition opportunity for VINCI Energies |
| Opportunities for concessions | • Review of seven PPP projects for Cobra IS and VINCI Concessions • Review of a project to increase the stake held in a motorway concession company in Europe • Review of a project to extend an airport concession • Review of three new airport concession opportunities |
| Environment | • Review of progress in delivering on the Group’s environmental ambition |
| Workforce-related and social |
• Review of vigilance measures implemented with regard to regulatory and human rights risks, including a progress report on the
monitoring and audit system in place as well as current training materials on human rights issues • Review of initiatives taken to help ensure sustainable employability for the Group’s employees • Review of measures in place to help share the benefits of VINCI’s performance through the Group savings plan, including the tools implemented in France and around the world • Review of procedures implemented to reduce the risk of workplace accidents; presentation of the 10-year trend in workplace accident frequency and severity rates, the strategy implemented to improve occupational safety measures, training initiatives put in place at Group level, action plans implemented • Review of measures to promote diversity as well as inclusion and solidarity initiatives across the Group, in particular the resources mobilised by the Fondation VINCI pour la Cit. |
| Ethics and compliance | • Presentation of risks associated with competition law violations, through training actions organised by the business lines and e-learning modules put in place by VINCI SA • Progress report on the Group’s duty of vigilance plan and the mapping of risks |
For the purposes of this work, interviews were conducted with the following individuals: senior executives of VINCI Concessions, Cobra IS and VINCI Energies along with their respective teams; the Vice-President for Business Development; the Vice-President for Human Resources and her teams; the Vice-President for the Environment; the General Counsel; the Chief Ethics and Vigilance Officer; and the Director of Corporate Social Responsibility.
The Remuneration Committee
President
Marie-Christine Lombard, Chairman of the Executive Board, Geodis SA
Members
Graziella Gavezotti, Director, Edenred SA
René Medori, Non-executive Chairman of Petrofac Ltd
Roberto Migliardi, Business Engineer, Axians Communication & Systems
Director representing employees
Composition
In accordance with the Board’s internal rules, the Remuneration Committee comprises at least three directors designated by the Board. From 12 April 2022 until 13 April 2023, this committee had the following members: Marie-Christine Lombard (Chair), Graziella Gavezotti, Roberto Migliardi and Pascale Sourisse. Since 13 April 2023, its membership has been as follows: Marie-Christine Lombard (Chair), Graziella Gavezotti, Ren. Medori and Roberto Migliardi.
With the exception of Mr Migliardi, one of the two Directors representing employees, all of this committee’s members are considered independent by the Board.
The Vice-President responsible for Human Resources attends the meetings of this committee. The Chairman and Chief Executive Officer also attends these meetings except when the committee examines questions relating personally to him. The Board Secretary acts as secretary to this committee.
Responsibilities
• submit a draft of resolutions to the Board intended to be put to a non-binding vote at the annual Shareholders’ General Meeting relating to the remuneration of executive company officers;
• propose to the Board the setting up of long-term incentive plans for executives and employees to grant performance share awards satisfied using existing VINCI shares, as well as the general and specific terms and conditions applying to these grants;
• express an opinion on the Executive Management’s proposals regarding the number of beneficiaries;
• propose to the Board an aggregate amount of remuneration payable to its members and the manner of its allocation.
In addition, the Remuneration Committee is informed of the remuneration policy applicable to the main senior executives who are not company officers.
Activities in 2023
The table below presents the main focus areas and subjects addressed by the Remuneration Committee during the year.
| Main focus areas | Subjects addressed by the Remuneration Committee in 2023 |
| Remuneration policies for the Chairman and Chief Executive Officer and the Group’s company officers | • Assessment of the performance of VINCI’s Executive Management, carried out jointly with the Appointments and Corporate
Governance Committee • Joint determination with the Appointments and Corporate Governance Committee of the criteria applicable for the evaluation of the Chairman and Chief Executive Officer’s managerial performance in 2022 • Determination of the variable component of the Chairman and Chief Executive Officer’s remuneration in respect of 2022 • Determination of the remuneration policy applicable to the Chairman and Chief Executive Officer for 2023 • Proposal of changes to the remuneration system for Board members • Update on the Chairman and Chief Executive Officer’s remuneration in 2023 |
| Performance share plans | • Noting of the fulfilment of performance conditions for the long-term incentive and performance share plans set up respectively on 9 April and 18 June 2020 and determination of the vesting percentages for the awards under these plans • Review of a proposal for a qualified performance share plan to be put in place in 2023 for employees and senior executives other than the Chairman and Chief Executive Officer • Review of a proposal for a long-term incentive plan to be put in place in 2023 for the executive company officer • Determination of the performance conditions applicable to the performance share and long-term incentive plans to be put in place in 2023 • Update on the performance conditions applicable to the performance share and long-term incentive plans put in place in 2021 and due to vest in 2024 • Discussions on the changes to be made to the criteria used to measure environmental performance in the context of future incentive plans |
| Report on corporate governance / Shareholders’ General Meeting |
• Validation of the “Company officers’ remuneration and interests” section of the 2022 Universal Registration Document • Examination of draft resolutions relating to the remuneration policy for company officers and the Chairman and Chief Executive Officer in respect of 2023 and the remuneration paid in 2022 to company officers and the executive company officer • Examination of draft extraordinary resolutions to be submitted for shareholder approval at the 2023 Shareholders’ General Meeting relating to the Group savings plan and performance share awards |
| Group savings plans | • Progress report on employee share ownership in France and around the world |
| Other | • Feedback gathered during governance roadshows in advance of the Shareholders’ General Meeting |
The Appointments and Corporate Governance Committee
President
Yannick Assouad, Executive Vice-President, Avionics, Thales - Lead Director
Members
Benoit Bazin, Chairman and Chief Executive Officer, Saint-Gobain
Claude Laruelle, Deputy Chief Executive Officer, Finance, Digital and Purchasing, Veolia
Marie-Christine Lombard, Chairman of the Executive Board, Geodis SA
Dominique Muller, Project manager, Building France and Civil Engineering France divisions, VINCI Construction
Director representing employee shareholders
Composition
In accordance with the Board’s internal rules, the Appointments and Corporate Governance Committee comprises at least three directors
designated by the Board. From 12 April 2022 until 13 April 2023, this committee had the following members: Yannick Assouad (Chair),
Benoit Bazin, Robert Castaigne, Claude Laruelle and Marie-Christine Lombard. Since 13 April 2023, its membership has been as follows:
Yannick Assouad (Chair), Benoit Bazin, Claude Laruelle, Marie-Christine Lombard and Dominique Muller.
With the exception of Ms Muller, the Director representing employee shareholders, all of this committee’s members are considered
independent by the Board.
The Chairman and Chief Executive Officer attends this committee’s meetings except when it performs its assessment of the Executive
Management. The Board Secretary acts as secretary to this committee.
Responsibilities
With respect to appointments, the Appointments and Corporate Governance Committee:
• examines all candidacies for appointments to the Board and expresses an opinion and/or recommendation to the Board on those
candidacies;
• prepares, in a timely manner, recommendations and opinions on the appointment of executive company officers and succession plans;
• examines, on a consultative basis, the Executive Management’s proposals relating to the appointment and dismissal of the Group’s main senior executives;
• is informed of the Executive Management’s policy for managing the Group’s senior executives and, in this regard, examines the procedures for succession plans;
• expresses an opinion on the membership of committees and makes proposals for the appointment and renewal of the Chair of the Audit Committee.
With respect to corporate governance, the Appointments and Corporate Governance Committee:
• verifies adherence to the rules of corporate governance and ensures that the recommendations of the Afep-Medef code are being followed, while also making sure that any departures from this code are justified, particularly in the chapter of the Universal Registration
Document dedicated to corporate governance;
• supervises the process for the assessment of the work of the Board;
• prepares the Board’s discussions on the assessment of the Company’s Executive Management in consultation with the Remuneration Committee;
• reviews the independence of serving Board members each year.
Activities in 2023
The table below presents the main focus areas and subjects addressed by the Appointments and Corporate Governance Committee during the year.
| Main focus areas d’intervention |
Subjects addressed by the Appointments and Corporate Governance Committee in 2023 |
| Managerial performance of the Chairman and Chief Executive Officer | • Assessment of VINCI’s Executive Management with regard to the managerial criteria adopted for 2022 • Performance of this assessment of VINCI’s Executive Management together with the Remuneration Committee • Joint determination with the Remuneration Committee of the criteria applicable for the evaluation of the Chairman and Chief Executive Officer’s managerial performance in 2023 |
| Board of Directors | • Evaluation of each Board member with regard to the independence criteria of the Afep-Medef code • Review of Board members whose terms of office were to end in 2023 and 2024 • Report on the candidates for the position of director representing employee shareholders and reminder of the appointment procedure to be followed • Report on the candidates put forward by an independent recruitment firm hired to assist with the selection of two director candidates • Proposal relating to the membership of the Board’s specialised committees following the Shareholders’ General Meeting |
| Report on corporate governance | • Review of chapter C of the Report of the Board of Directors, “Report on corporate governance”, included in the 2022 Universal Registration Document |
| Succession plans | • Updates on the succession process for the Chairman and Chief Executive Officer |
| Internal rules | • Review of amendments to be made to the Board’s internal rules |
| Other | • Update on the policy for managing the VINCI Group’s senior managerial staff |