Organisation of VINCI’s corporate governance
Rules of corporate governance
Corporate governance code applied by the Company
The Board has opted to refer to the recommendations of the Afep-Medef code, which may be viewed on the Afep website (https://afep.com/publications/code-de-gouvernement-dentreprise-des-societes-cotees/).
At the date of this report, the Company’s practices are compliant with the recommendations of the Afep-Medef code.
Internal rules
The Board has adopted internal rules, which cover the organisational and operating procedures of the Board and its committees, the respective responsibilities and powers of the Board, the Chairman and Chief Executive Officer, and the Lead Director, as well as the rights and obligations of Board members, and in particular their right to information, their access to executives and the rules relating to the management of possible conflicts of interest. The Board’s internal rules are updated on a regular basis. The last such update entered into effect on 8 February 2023. The internal rules may be accessed in their entirety on the Company’s website (www.vinci.com).
Organisation of VINCI’s corporate governance
General organisation
The general approach to VINCI’s corporate governance is structured at two levels, that of the parent company VINCI SA and that of its subsidiaries organised into business lines, as befits the Group’s decentralised model. This model is the one best suited to guarantee the Group’s performance, given its companies’ local roots, the range of business activities represented and the granular nature of its operational organisation.
As the consolidating entity for all Group operations, the role of the parent company is to establish general guidelines shared across the Group to instil and reinforce its core values and culture, while ensuring compliance with the many legal and regulatory provisions pertaining to its activities.
The parent company’s governance is based on interactions between three governing bodies: the Group’s Executive Management, the Board of Directors and the Shareholders’ General Meeting.
The Board of Directors has the duties and responsibilities laid down in law as well as those set forth in its internal rules, all of which are exercised through its ordinary meetings and its extraordinary meetings (convened as necessary) as well as the activities of its specialised committees. The Board’s proceedings are organised by its Chairman and those of its specialised committees by their respective chairs.
More specifically, the Board of Directors examines all commitments to be entered into by VINCI SA as well as those to be entered into by the Group’s subsidiaries that would involve strategic developments or financial commitments exceeding certain materiality thresholds, in accordance with its internal rules.
To this end, the Board has set up four specialised committees. The roles of the Audit Committee, the Appointments and Corporate Governance Committee and the Remuneration Committee are to prepare the Board’s decisions relating to their areas of responsibility, while that of the Strategy and CSR Committee (whose meetings are open to all directors) is to provide Board members with full information on matters relating to (i) corporate social responsibility as identified in the VINCI Manifesto and (ii) the Group’s strategy adopted on the whole or with respect to investment projects that are significant, yet do not meet the materiality threshold requiring a formal decision by the Board under its internal rules.
The Group’s activities pertaining to operations are spearheaded by its subsidiaries organised into business lines, which are overseen by their own governing bodies. The Group’s Executive Management, which is led by Xavier Huillard as Chief Executive Officer, exercises its authority with the support of the Group’s internal control teams.
Mr Huillard, who also serves as Chairman of the Board, works with the Lead Director of the Board to ensure that the Board is able to fully exercise the duties and responsibilities falling within its area of competence, and particularly those relating to financial policy, strategy, image and reputation, at the same time ensuring that all aspects of the Group’s corporate social responsibility are being addressed.
The organisational approach to the governance of VINCI SA, and in particular the decision to combine or separate the roles of Chairman and Chief Executive Officer, is a regular topic of discussion at Board meetings and during external assessments of the Board, carried out with the assistance of independent consultants every three years. It guarantees that directors are kept properly informed and allows for the efficient preparation of the decisions they are asked to consider as part of the Board’s procedures. In connection with the succession process for the Chairman and Chief Executive Officer, the Board has confirmed its decision to separate these two roles after the 2025 Shareholders’ General Meeting.
The current division of responsibilities between the Company’s governance bodies and top management, as set forth in the Board’s internal rules, is as follows:
| Board of directors | Chairman and Chief Executive Officer | Lead Director |
|---|---|---|
| • Appointments : – Appointments of the Chairman, the Chief Executive Officer, the Lead Director and any Deputy CEOs – Formation of Board committees • Strategy: – Prior approval of strategic choices •Investments: – Prior approval of strategic investments and material transactions relating to exposures in amounts greater than €200 million carried – Prior approval of all transactions referred to the Strategy and CSR Committee – Prior approval of all transactions outside the Company’s announced strategy |
• Chairmanship of the Board: – Organisation and supervision of the work of the Board • Executive Management: – Implementation of decisions taken by the Board • Operational management of the Group: – Appointments of senior executives of the Company and its main subsidiaries – Approval of material transactions carried out by the subsidiaries |
• Chairmanship of the Board in the absence of the Chairman • Chairmanship of the Appointments and Corporate Governance Committee • Management of any conflicts of interest • Liaison for Board members, shareholders and proxy advisers at the request of the Chairman and Chief Executive Officer • Organisation of meetings of the Board in the absence of the executive company officer(s) (executive sessions) • Possibility to request that a Board meeting be called by the Chairman • Possibility to request the addition of any item to the agenda of a Board meeting |
Chairman and Chief Executive Officer
Xavier Huillard has served as both Chairman of the Board and Chief Executive Officer since 6 May 2010. The Board reappointed him to these two positions at its meeting of 12 April 2022, held immediately following the Shareholders’ General Meeting during which the shareholders voted to renew his term of office as Director.
The Chairman and Chief Executive Officer has the duties and responsibilities conferred by law.
He regularly presents the Group’s performance, outlook and strategy to the financial community, in particular through roadshows. Mr Huillard chairs both the Executive Committee and the Management and Coordination Committee. He also chairs the VINCI Risk Committee, with powers to delegate this function.
Organisation of VINCI’s Executive Management and corporate management structures
Xavier Huillard has formed the Executive Committee comprising the Group’s main operational and functional senior executives, which had 13 members at 6 February 2025. The information required under Article L.22-10-10 2° of the French Commercial Code on the means by which the Company aims to achieve gender balance at the highest executive levels is provided in paragraph 3.1.3.3, “Equal opportunities, the foundation for VINCI’s culture”, of the Sustainability report, page 249.
As VINCI’s Chief Operating Officer, Pierre Anjolras, currently oversees the Group’s operational activities pursued by its various businesses as well as the initiatives carried out on behalf of VINCI by the Leonard innovation and foresight platform, La Fabrique de la Cité, and Rêve de Scènes Urbaines.
Nicolas Notebaert, Chairman of VINCI Concessions, now supervises VINCI Autoroutes in his new position as Chief Executive Officer of Concessions at VINCI. In this role, he reports to Mr Anjolras.
Christian Labeyrie, who also serves as Executive Vice-President of VINCI, is the Group’s Chief Financial Officer. Apart from his leadership of the Group’s Finance Department, he oversees the activities of VINCI Assurances, VINCI Re, VINCI Immobilier and the Information Systems Department. In this role, he reports to Mr Huillard.
The Executive Committee approves and monitors the implementation of the Group’s cross-cutting policies, particularly in the areas of risk management, finance, human resources, safety, IT and insurance. It provides for frequent and regular exchanges on matters of importance relating to the Group’s activities. The Executive Committee met 20 times in 2024.
The Management and Coordination Committee is composed of the members of the Executive Committee, together with the key operational and functional senior executives of the Group’s main companies, and had 33 members at 6 February 2025. Its purpose is to ensure broad consultation on VINCI’s strategy, the challenges it faces and its development as well as on cross-cutting policies within the Group. The Management and Coordination Committee met four times in 2024.
Lead Director
At its meeting of 12 April 2022 held immediately after the Shareholders’ General Meeting, the Board reappointed Yannick Assouad to the position of Lead Director to which she had been named on 1 November 2018, for a further period lasting until the end of her term of office as Director at the close of the Shareholders’ General Meeting of 17 April 2025.
A resolution will be put to this meeting to renew Ms Assouad’s term of office as Director, but the Board will not be reappointing her as Lead Director since she will no longer officially meet the independence criteria recommended by the Afep-Medef code.
Given that Xavier Huillard will also not be able to officially meet the independence criteria recommended by the Afep-Medef code, the Board intends to appoint one of its independent members as its new Lead Director.
The purpose of the position of Lead Director is to have a Board member who can serve as a point of contact distinct from the Chairman and Chief Executive Officer and who also has the personal powers necessary to guarantee the Board’s responsiveness in all circumstances. In accordance with the Board’s internal rules, the Lead Director is authorised to request the addition of any item to the agenda of a Board meeting or ask the Chairman to call a Board meeting.
The Lead Director has the duties and responsibilities laid down in the Board’s internal rules, which are reiterated in paragraph 2.1 above.
Yannick Assouad, who also chairs the Appointments and Corporate Governance Committee, has drawn up a report on the performance of her duties in 2024 (see the Report of the Lead Director of the Board of Directors, page 313).