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.
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, the 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 1st May 2025. 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 serves as Chairman of the Board. He 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 decided 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.
Chairman and Chief Executive Officer
Xavier Huillard has served as Chairman of the Board, since the 1st May 2025. The Board appointed him to this position at its meeting of 17 April 2025.
The Chairman has the duties and responsibilities conferred by law.
In this context, he organises and directs the work of the Council
Organisation of VINCI’s Executive Management and corporate management structures
As VINCI’s Chief Operating Officer, since the 1st May 2025, Mr Pierre Anjolra chairs the Executive Committee, which is composed of the Group's senior operational and functional managers. 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.
As VINCI’s Chief Operating Officer, Pierre Anjolras is responsible for implementing the decisions taken by the Board and for the operational management of the Group. He also chairs the VINCI Risk Committee, with powers to delegate this function. In addition, he regularly presents the Group's performace, outlook and strategy to the financial community, in particular through roadshows.
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 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. 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.
Lead Director
At its meeting of 17 April 2025, the Board appointed Annette Messemer to the position of Lead Director, until the end of her term of office as Director at the close of the Shareholders’ General Meeting in 2027.
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 the 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.