2021 UNIVERSAL REGISTRATION DOCUMENT

General and financial elements

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

Board of Directors Chairman and Chief Executive Officer Vice-Chairman Lead Director
Board of Directors
  • Appointments:
    • – Appointments of the Chairman, the Chief Executive Officer, the Vice-Chairman, the Lead Director and any Deputy CEOs
    • – Formation of Board committees
  • Strategy:
    • – Prior approval of strategic choices
  • Investments:
    • – Prior approval of strategic investments and material transactions relating to exposures in amounts greater than €200 million carried out by the parent company or its subsidiaries
    • – Prior approval of all transactions referred to the Strategy and CSR Committee
    • – Prior approval of all transactions outside the Company’s announced strategy

Chairman and Chief Executive Officer
  • Chairmanship of the Board:
    • – Organisation and supervision of the work of the Board
  • Executive Management:
    • – Implementation of decisions taken by the Board
  • Operational management of the Group:
    • – Appointments of senior executives of the Company and its main subsidiaries
    • – Approval of material transactions carried out by the subsidiaries

Vice-Chairman
  • Chairmanship of the Board in the absence of the Chairman
  • Chairmanship of the Strategy and CSR Committee (review of investments in excess of €50 million and supervision of the Group’s social and environmental policy)
  • Representation assignments at the request of the Chairman and Chief Executive Officer
  • Additional insight provided to the Board on the Group’s operations
  • Regular contact with the Group’s main senior executives and the Board members
  • Participation in meetings with shareholders or proxy advisers at the request of the Chairman and Chief Executive Officer

Lead Director
  • Chairmanship of the Appointments and Corporate Governance Committee
  • Management of any conflicts of interest
  • Point of contact for Board members, shareholders and proxy advisers at the request of the Chairman and Chief Executive Officer
  • Organisation of meetings of the Board in the absence of the executive company officer(s) (executive sessions)

2.2 Chairman and Chief Executive Officer

Xavier Huillard has served as both Chairman of the Board and Chief Executive Officer since 6 May 2010. At its meeting of 3 February 2022, the Board decided to propose the renewal of Mr Huillard’s term of office as Director at the Shareholders’ General Meeting called to approve the 2021 financial statements. Should the shareholders vote in favour of the corresponding resolution, the Board plans to renew his term of office as Chairman and Chief Executive Officer. The Board further specifies that it does not intend to propose any change to the age limits stipulated in the Articles of Association. Accordingly, Mr Huillard’s roles as Chairman of the Board of Directors and Chief Executive Officer will be separated before the end of his new term of office as Director and Chairman of the Board of Directors.

The Board’s decision to renew the term of office of Mr Huillard as Chairman and Chief Executive Officer mainly reflects the Board’s wish that he be on hand to steer the integration of Cobra IS, which was acquired on 31 December 2021, as well as to oversee the Group’s return to its pre-pandemic performance levels.

The Chairman and Chief Executive Officer has the duties and responsibilities conferred by law.

He regularly presents the Group’s performance, outlook and strategy to the financial community, in particular through roadshows. Mr Huillard chairs both the Executive Committee and the Management and Coordination Committee. He also chairs the Risk Committee, with powers to delegate this function.

2.3 Organisation of VINCI’s Executive Management and corporate management structures

Mr Huillard has formed the Executive Committee comprising the Group’s main operational and functional senior executives, which had 11 members at 3 February 2022. 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 within its governance bodies is provided in paragraph 1.5.2 of chapter E, “Workforce-related, social and environmental information”, page 188.

Pierre Coppey and Christian Labeyrie serve as VINCI’s Executive Vice-Presidents and have the following responsibilities:

  • regarding Mr Coppey, the supervision of the Group’s environmental policy and the oversight of initiatives carried out on behalf of VINCI by the Leonard innovation and foresight platform, the Fondation VINCI pour la Cité, La Fabrique de la Cité, and Rêve de Scènes Urbaines;
  • regarding Mr Labeyrie, serving as the Group’s Chief Financial Officer, along with the supervision of the activities of VINCI Assurances, VINCI Re, VINCI Immobilier and the Information Systems Department.

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 Executive Committee met 23 times in 2021.

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, and had 29 members at 3 February 2022. 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. The Management and Coordination Committee met four times in 2021.

2.4 Vice-Chairman

On 1 November 2018, the Board reappointed Yves-Thibault de Silguy as Vice-Chairman. In this position, he has the duties and responsibilities laid down in the Board’s internal rules, which are reiterated in paragraph 2.1 above.

The Vice-Chairman chairs the Strategy and CSR Committee. He is also a member of the Appointments and Corporate Governance Committee.

He has drawn up a report on the performance of his duties in 2021 (see page 272).