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 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 (Internal rules).

Organisation of VINCI’s corporate governance

General organisation

The current division of responsibilities between the Company’s governance bodies and top management, as set forth in the Board’s internal rules.

Chairman

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 supervises and directs the work of the Board

Organisation of VINCI’s Executive Management and corporate management structures

As VINCI’s Chief Operating Officer, since the 1st May 2025, Mr Pierre Anjolras chairs the Executive Committee, which is composed of the Group's main 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 is in charge of 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 performance, 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 described on page 6 of the Board’s internal rules.