2021 UNIVERSAL REGISTRATION DOCUMENT

General and financial elements

Main areas of oversight Board activities in 2021
Review of the financial statements and day-to-day management
  • Reviewed and approved the consolidated and parent company financial statements for the year ended 31 December 2020 as well as the consolidated and parent company financial statements for the six months ended 30 June 2021, reviewed the related press releases, examined the reports of the Statutory Auditors relating to these financial statements, and reviewed the 2021 budget updates and the 2022 budget
  • Approved the terms of the various reports to shareholders, including the Report of the Board of Directors (which contained the Report on corporate governance), prepared and convened the Shareholders’ General Meeting of 8 April 2021, approved its agenda and the resolutions submitted for shareholder approval, and elected the officers of this meeting
  • Reviewed the work done by the Audit Committee
  • Regularly examined the Group’s business activities, ongoing developments, financial situation and indebtedness
  • Decided on the payment of the dividend in respect of 2020 and the interim dividend in respect of 2021
  • Reviewed changes in the share capital and the share buy-back programme
  • Authorised an issue of bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs)
  • Decided to reduce the share capital by cancelling 6 million treasury shares
  • Approved the renewal of the Chairman and Chief Executive Officer’s powers regarding guarantees and collateral as well as the implementation of the share buy-back programme
  • Renewed the delegation of authority to the Chairman and Chief Executive Officer as well as the Executive Vice-President and Chief Financial Officer to issue bonds and was informed of the use of this delegation
  • Received information in conjunction with the preparation of the interim and annual financial statements identifying financial difficulties experienced by companies in order to prevent insolvency
  • Reviewed and approved the report on payments to government authorities made by VINCI subsidiaries with respect to their mining and quarrying activities
Corporate governance
  • Reviewed the work done by the Appointments and Corporate Governance Committee
  • Evaluated the independence of the Board’s members with regard to the criteria of the Afep-Medef code and submitted the appointment of a director for shareholder approval at the Shareholders’ General Meeting
  • Confirmed the continued application of the system of governance in which the roles of Chairman of the Board and Chief Executive Officer are combined, with Mr Huillard serving in both of these positions
  • Reviewed and approved the Report on corporate governance included in the 2020 Universal Registration Document
  • Changed the composition of the Board committees
  • Selected the procedure to be applied for the designation of the first director representing employees from among the three possibilities offered by the Articles of Association
Remuneration
  • Reviewed the work done by the Remuneration Committee
  • Set Mr Huillard’s variable remuneration for financial year 2020
  • Reviewed and approved the “Company officers’ remuneration and interests” section of the 2020 Universal Registration Document
  • Approved the remuneration policy for the Chairman and Chief Executive Officer
  • Decided to set up a performance share plan for the Group’s employees for awards granted under the Twenty-first resolution passed at the Shareholders’ General Meeting of 8 April 2021, as well as a long-term incentive plan for the Chairman and Chief Executive Officer
  • Approved the vesting percentages under the performance share and long-term incentive plans set up on 17 April 2018
  • Decided to exclude the Group’s airport activities, on a temporary basis, from the determination of the ROCE/WACC performance criterion applicable to the 2019 and 2020 long-term incentive plans, with the understanding that this change would not apply to the plans for which Mr Huillard is eligible
  • Defined the performance conditions applicable to the long-term incentive plans to be put in place beginning in 2021
  • Decided not to reduce remuneration paid to Board members due to their remote participation in Board meetings for as long as restrictions on travel or gatherings are in place in response to the public health situation
Employee savings plans
  • Set the subscription price of shares to be issued under the Group savings plan in France for the periods from 1 May to 31 August 2021, from 1 September to 31 December 2021 and from 1 January to 30 April 2022
  • Reviewed a proposal for a new international employee share ownership plan for 2022 and granted delegations of authority to set the subscription price as well as the definitive start and end dates for the subscription period in each country concerned
  • Reaffirmed, subsequent to the Shareholders’ General Meeting, the decisions previously taken by the Board relating to the Castor France and Castor International 2021 company mutual funds
  • Reviewed the results of the employee share ownership programme offered in 2021 to employees of VINCI’s foreign subsidiaries in connection with the Group savings plan outside France
Strategy and CSR
  • Reviewed the work done by the Strategy and CSR Committee
  • Reviewed several airport concession acquisition opportunities
  • Reviewed and approved a proposed acquisition in the energy services sector
Other
  • Responded to questions submitted in writing by shareholders prior to the Shareholders’ General Meeting of 8 April 2021
  • Authorised the issue of guarantees
  • Decided to transfer the Company’s head office from Rueil-Malmaison to Nanterre
  • Received a presentation on a motorway project in France
  • Received a presentation on VINCI Energies and VINCI Autoroutes
  • Received a presentation on cybersecurity
  • Received information on the updated schedule of meetings for the Board and its committees in 2021 and 2023

All of the Board’s ordinary meetings held in person provided the opportunity for discussions between the directors and the members of the Executive Committee.

A Board meeting in the absence of the executive company officer was held on 4 February 2021, in particular to evaluate his performance and discuss governance.

3.4.2 Board committees

The Board has established four specialised committees:

  • the Audit Committee;
  • the Strategy and CSR Committee;
  • the Appointments and Corporate Governance Committee; and
  • the Remuneration Committee.

The role of the committees is to analyse issues 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.