VINCI’s Report on corporate governance is prepared in accordance with the provisions of the last paragraph of Article L.225-37 of the French Commercial Code. This report was approved by the Board of Directors (hereinafter the “Board”) of VINCI SA (hereinafter “VINCI” or the “Company”) at its meeting of 3 February 2022. It was written by the Group’s Legal Department following discussions with all of the individuals mentioned, in particular the executive officer and the Board members, as well as representatives of the Company’s functional departments with access to elements of information necessary for its preparation.
The Board has opted to refer to the recommendations of the Afep-Medef Corporate Governance Code (hereinafter the “Afep-Medef code”), which may be consulted in full on the Medef website (www.medef.com).
At the date of this report, the Company’s practices were in full compliance with the recommendations of the Afep-Medef code.
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, the Vice-Chairman 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 of Director’s internal rules are updated on a regular basis. The last such update entered into effect on 1 November 2018. The internal rules may be accessed in their entirety on the Company’s website (www.vinci.com).
The general approach to VINCI’s corporate governance is structured around ongoing interactions between multiple governing and management bodies as befits the Group’s decentralised organisation. At the level of the parent company VINCI SA, governance is structured around a Board of Directors comprised of 15 members, three of whom represent either the employees or employee shareholders, and the Group’s Executive Management.
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 (planned in advance) or 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. Discussions of certain matters, including strategy, the effectiveness of the governance system and the various issues relating to corporate social responsibility (CSR), are supervised by the Vice-Chairman and/or the Lead Director, as appropriate.
Given the Group’s size, the Board of Directors limits its examination of individual transactions (investments) to those exceeding certain materiality thresholds. Activities pertaining to operations are spearheaded by the Group’s subsidiaries organised into business lines, which report on them to Xavier Huillard, VINCI’s Chief Executive Officer, who also serves as Chairman of the Board. The Board of Directors fully exercises 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 the Group’s sustainable development challenges are being addressed, in all their workforce-related, social and environmental aspects.
The relevance of this organisational approach, and in particular the decision to combine 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.
The Board of Directors has confirmed that the system in place is well suited to the Group’s circumstances. It has proven effective as much in periods of growth as during the period of instability caused by the Covid-19 crisis. Due to the considerable decentralisation of VINCI’s activities, this unprecedented crisis demanded responsiveness on the ground along with the ability to manage multifaceted and complex situations, both in France and abroad, with consistency and resilience, all while instilling confidence in the Group’s continued success among its 219,299 employees and all its other stakeholders.
VINCI’s model, which is founded on the autonomy of managers, responsibility and cross-cutting values, thus showed itself to be particularly effective. The strong cohesion between the approach adopted by the Board of Directors and its implementation on the ground, aided by the short and efficient chain of command under the leadership of the Chairman and Chief Executive Officer, largely contributed to this success.
