Board of directors

Members of the Board

Xavier Huillard, Chairman
Pierre Anjolras, Chief Executive Officer, VINCI
Annette Messemer, Lead Director, VINCI
Carlos F. Aguilar, Chief Executive Officer of Inspire Dallas LLC (United States)
President and Chief Executive Officer of Old Hundred Road LLC (United States)
Yannick Assouad, Executive Vice-President, Avionics, Thales
Benoit Bazin, Chairman and Chief Executive Officer of Compagnie de Saint-Gobain
Karla Bertocco Trindade, Chairman of the Board of Directors, Sabesp
Caroline Grégoire Sainte Marie, Company director
Claude Laruelle, Chief Executive Officer and Founder, Verdant SAS
Marie-Christine Lombard, Chairman of the Executive Board, Geodis SA
René Medori, Non-executive Chairman of Petrofac Ltd
Roberto Migliardi, Business Engineer, Axians Communication & Systems (VINCI Energies)
Director representing employees
Dominique Muller, Project manager, Building France and Civil Engineering France divisions, VINCI Construction
Director representing employee shareholders
Alain Saïd, CSR coordinator, VINCI Energies Oil & Gas
Director representing employees
Maví Zingoni, Chief Executive Officer, Power, GE Vernova

Board committees

Four specialist committees

The Board has established four specialist committees:
➜ The Audit Committee
➜ The Strategy and CSR Committee
➜ The Appointments and 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, after informing the Chairman of the Board and the Chief Executive Officer, invite any Group executive to its meetings, as necessary, and hear any expert or expert.
Each Committee may request external technical studies on subjects within its competence at the expense of the Company after having informed the Chairman of the Board.

	Audit Committee	Strategy and CSR Committee	Remuneration Committee	Appointments and Corporate Governance Committee
Carlos F. Aguilar		X
Yannick Assouad	X			X
Benoit Bazin		X		X
Karla Bertocco Trindade		X
Caroline Grégoire Sainte Marie	X
Claude Laruelle	X			X
Marie-Christine Lombard			X	X
René Medori	X		X
Annette Messemer		X		X
Roberto Migliardi		X
Dominique Muller		X		X
Alain Saïd			X
Maví Zingoni			X

The Strategy and CSR Committee

President
Benoit Bazin, Chairman and Chief Executive Officer of Compagnie de 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)
Karla Bertocco Trindade, Chairman of the Board of Directors, Sabesp
Annette Messemer, Lead Director, VINCI
Roberto Migliardi, Business Engineer, Axians Communication & Systems
Director representing employees
Dominique Muller, Project manager, Building France and Civil Engineering France divisions, VINCI Construction
Director representing employee shareholders

Responsibilities

The Strategy and CSR Committee assists the Board in developing the Group's strategy and examines strategic investment projects and any transaction, including acquisitions or disposals, that could have a significant impact on the Group's scope, activities, risk profile, results, balance sheet structure and market valuation. It also monitors environmental and social issues.

Its duties is in particular to:

formulate an opinion for the benefit of the Chief Executive Officer on projects for the acquisition or sale of shareholdings with a value exceeding €100 million and on those outside the Group's announced strategy; In this context, it may decide – in order not to multiply meetings – that projects falling under the same investment strategy will be the subject of a special examination, the terms of which it will define;
preparing the Board's deliberations on subjects referred to in paragraph 1.1.2 of the Internal rules;
ensuring that social and environmental responsibility issues are taken into account in the Group's strategy and in its implementation;
ensuring the existence and operation of the whistleblowing systems set up within the Group;
review the information collected in terms of sustainability, to make any useful recommendations to the Audit Committee and the Board as appropriate;
examine the VINCI Group's commitments in terms of social and environmental responsibility, in the light of the challenges specific to its activity and its objectives,
examine the report provided for in Article L. 225-102-1 of the French Commercial Code and the sustainability report provided for in Article L. 232-6-4 of the French Commercial Code.

The Chief Executive Officer ensures that a review of certain significant acquisitions on which the Committee has issued an opinion is organized as necessary.

The Audit Committee

President
René Medori, Non-executive Chairman of Petrofac Ltd

Members
Yannick Assouad, Executive Vice-President, Avionics, Thales
Caroline Grégoire Sainte Marie, Company director
Claude Laruelle, Chief Executive Officer and Founder, Verdant SAS

Responsibilities

The Audit Committee shall exercise the powers set out by law. Under the responsibility of the Board, it follows up on issues relating to the preparation and control of accounting and financial information.

It is responsible for the following duties:

it follows the process of preparing financial information. It examines the Group's draft annual and half-yearly financial statements before they are submitted to the Board. It ensures the quality of the information provided to shareholders;
it monitors the sustainability reporting process. It considers the draft report before it is submitted to the Board. It ensures the quality of the information provided to shareholders;
it ensures the relevance and stability permanence of accounting methods and principles, and endeavors to prevent any possible breach of these rules. It examines the scope of the consolidated companies and, if so, the reasons why companies would not be included. It looks at significant transactions in which a conflict of interest may have arisen. It makes recommendations to ensure integrity.
It monitors the effectiveness of internal control and risk management systems:
- it ensures the existence of these systems, their deployment and the implementation of corrective actions in the event of weaknesses or material anomalies. To this end:
  - it hears those responsible for internal audit and risk control and gives an opinion on the organization of their departments;
  - it must be informed of the internal audit programme and internal audit reports or of a summary of these reports.
- It regularly reviews the Group's financial situation and main risks, examines significant off-balance sheet risks and commitments and assesses the extent of any malfunctions or weaknesses that are communicated to it and informs the Board if necessary.
It issues a recommendation on the statutory auditors and the auditors in charge of the certification of sustainability information proposed for appointment by the General Meeting or at the time of their renewal, as well as on their remuneration.
It monitors the performance by the statutory auditors of their duties to certify accounting and financial information and by the sustainability auditors of their duties to certify sustainability information. It examines with the auditors their intervention plans, their conclusions and recommendations, as well as the follow-up given to them.
It ensures that the statutory auditors comply with the conditions of independence provided for by law.
It approves the provision of the services mentioned in Article L 821-30 of the Commercial Code.
It examines the Group's insurance policy.
It keeps abreast of the implementation of ethics and fair competition procedures and ensures that there is a system for monitoring the same.
It issues an opinion on the execution of any agreement entered into, if any, between the Company and one of its executive or non-executive corporate officers.

The Appointments and Corporate Governance Committee

President
Annette Messemer, Lead Director, VINCI

Members
Yannick Assouad, Executive Vice-President, Avionics, Thales
Benoit Bazin, Chairman and Chief Executive Officer of Compagnie de Saint-Gobain
Claude Laruelle, Chief Executive Officer and Founder, Verdant SAS
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

Responsibilities

The Appointments and Governance Committee has the following responsibilities.

In terms of appointments:

examines any proposed candidates for the position of Director and formulates an opinion and/or recommendation to the Board on these appointments;
prepares timely recommendations and opinions concerning the appointment or succession of executive corporate officers;
examines, in an advisory capacity, the proposals of the Chief Executive Officer relating to the appointment and dismissal of the Group's main managers (branch Directors, functional Directors);
is informed of the policy developed by the Chief Executive Officer on the management of the Group's senior executives and, as such, it examines the procedures concerning succession plans;
formulates an opinion on the composition of the Committees and proposals on the appointment or renewal of the Chairman of the Audit Committee.

In terms of governance:

monitors compliance with governance rules; ensures that the recommendations of the AFEP MEDEF Code are followed and that any deviations are explained, in particular in the section devoted to corporate governance of the Universal Registration Document;
it oversees the Board's evaluation process;
prepares the Board's deliberations relating to the evaluation of the company's Chief Executive Officer in conjunction with the Strategy and CSR Committee and the Remuneration Committee with regard to their respective competencies;
reviews the independence of the members of the Board on an annual basis.

The Remuneration Committee

President
Marie-Christine Lombard, Chairman of the Executive Board, Geodis SA

Members
René Medori, Non-executive Chairman of Petrofac Ltd
Alain Saïd, CSR coordinator, VINCI Energies Oil & Gas
Mavi Zingoni, Chief Executive Officer, Power, GE Vernova

Responsibilities

The Remuneration Committee proposes to the Board the terms and conditions of remuneration of the corporate officers.

Its duties are:

to make recommendations to the Board concerning remuneration, the pension and provident plan, benefits in kind and miscellaneous pecuniary rights, including, where applicable, the allocation of performance shares and stock options for the Company's shares in respect of executive and non-executive executive officers;
to propose to the Board the text of the resolutions intended to be submitted to the vote of the shareholders at the Annual Ordinary General Meeting on the remuneration of executive and non-executive corporate officers;
to propose to the Board the determination of a global envelope for the allocation of performance shares and/or stock options of the Company as well as the general and specific conditions applicable to these allocations;
to formulate an opinion on the proposals of the Chief Executive Officer concerning the number of beneficiaries;
to propose to the Board a total amount for Directors' fees as well as the terms and conditions for their distribution.