2021 UNIVERSAL REGISTRATION DOCUMENT

During the Shareholders’ General Meeting held to approve the financial statements, each of the Board committees presented a report on its activities in 2020.

Audit Committee

Composition

In accordance with the Board’s internal rules, the Audit Committee comprises at least three directors designated by the Board. The Executive Vice-President and Chief Financial Officer and the Statutory Auditors attend Audit Committee meetings. Since 17 April 2019, the membership of this committee has been as follows: René Medori (Chair), Yannick Assouad, Robert Castaigne and Graziella Gavezotti.

The Board considers all of the Audit Committee members to be independent directors, with the exception of Mr Castaigne.

By virtue of their professional experience and/or qualifications, the members of this committee have the financial, accounting and auditing expertise necessary to serve thereon, as detailed in the curriculum vitae set out in paragraph 3.2, pages 126 to 133. The Executive Vice-President and Chief Financial Officer acts as secretary to the Audit Committee.

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.822-11-2 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 2021

In its meetings, the main subjects addressed by the Audit Committee were:

•  the process of compiling accounting and financial information: review of the Group’s parent company and consolidated financial statements prepared during the year as well as the drafts of the related press releases; presentation of budgets and budget updates; review of the Group’s cash positions and financial debt, its financial strategy and ongoing or completed financial transactions;
• the effectiveness of the Group’s internal control and risk management systems: analysis of the results of the annual 2021 self-assessment; presentation of the system in use at Soletanche Freyssinet and VINCI Autoroutes; presentation of the annual internal control reports for 2020 issued by the business lines and divisions; update on the situation at recently acquired companies; presentation of a project at Santiago airport in Chile; update on the rollout of the ethics and vigilance programme; post-mortem review of difficult contracts; presentation of the “Risk factors and management procedures” chapter of the Report of the Board of Directors; review of ongoing disputes and litigation; presentation of the Group’s risk mapping exercise, including both social and environmental risks, and updated information on these risks; presentation of the 2021 audit programme and its updates; review of off-balance sheet commitments at 31 December 2020 and 30 June 2021;
• the statutory auditing of the parent company and consolidated financial statements and the independence of the Statutory Auditors: discussions with the Statutory Auditors and review of their conclusions, adherence to legal and regulatory obligations concerning accounting and financial information, approval of services other than statutory audit assignments, presentation of the external audit approach;
• insurance: presentation of the Group’s insurance programme and the project to set up a captive reinsurance subsidiary, VINCI Re. 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; the Ethics and Vigilance Director; and the Statutory Auditors. During their presentation, the Statutory Auditors emphasised the important points relating to their assignment and the accounting options chosen.