Board of directors

Chairman and Chief Executive Officer

Xavier Huillard

Members of the Board

• Carlos F. Aguilar, Chief Executive Officer of Inspire Dallas LLC (United States)
  President and Chief Executive Officer of Old Hundred Road LLC (United States)
• Pierre Anjolras, Chief Operating Officer, VINCI
• 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, Supervisory or supervisory board member in several companies
• Claude Laruelle, Deputy Chief Executive Officer, Finance, Digital and Purchasing, Veolia
• Marie-Christine Lombard, Chairman of the Executive Board, Geodis SA
• René Medori, Non-executive Chairman of Petrofac Ltd
• Annette Messemer, Supervisory board member in several companies - Lead Director
• 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
• Alain Saïd, Business Manager, Comsip (VINCI Energies)
  Director representing employees
• Maví Zingoni, Chief Executive Officer, Power, GE Vernova

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 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.

The Audit Committee

President
René Medori, Non-executive Chairman of Petrofac Ltd

Members
Yannick Assouad, Executive Vice-President, Avionics, Thales
Caroline Grégoire Sainte Marie, Supervisory or supervisory board member in several companies
Claude Laruelle, Deputy Chief Executive Officer, Finance, Digital and Purchasing, Veolia

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.

Activities in 2024

The table below presents the main focus areas and subjects addressed by the Audit Committee during the year.

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 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, Supervisory board member in several companies - Lead Director
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 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 2024

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.

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
René Medori, Non-executive Chairman of Petrofac Ltd
Alain Saïd, Business Manager, Comsip (VINCI Energies)
Director representing employees
Mavi Zingoni, Chief Executive Officer, Power, GE Vernova
 

Responsibilities

• make recommendations to the Board concerning remuneration, pension and insurance plans, benefits in kind and miscellaneous pecuniary rights, including any performance share awards or share subscription or share purchase options granted to the executive company officers as well as employee members of the Board, where applicable;
• 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 en 2024

The table below presents the main focus areas and subjects addressed by the Remuneration Committee during the year.

The Appointments and Corporate Governance Committee

President
Annette Messemer, Supervisory board member in several companies - Lead Director

Members
Yannick Assouad, Executive Vice-President, Avionics, Thales
Benoit Bazin, Chairman and Chief Executive Officer of Compagnie de 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

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 2024

The table below presents the main focus areas and subjects addressed by the Appointments and Corporate Governance Committee during the year.