2021 UNIVERSAL REGISTRATION DOCUMENT

General and financial elements

Strategy and CSR Committee
Number of directors Membership at 31 December 2021 Proportion of independent directors Number of meetings held in 2021 Average attendance rate in 2021
Number of directors

7

Membership at 31 December 2021

  • – Yves-Thibault de Silguy (Chair)
  • – Abdullah Hamad Al Attiyah (permanent representative of Qatar Holding LLC)
  • – Uwe Chlebos (Director representing employees)
  • – Caroline Grégoire Sainte Marie
  • – Dominique Muller Joly-Pottuz (Director representing employee shareholders)
  • – Ana Paula Pessoa
  • – Pascale Sourisse

Proportion of independent directors

60% (excluding the Directors representing employees and employee shareholders)

Number of meetings held in 2021

7

Average attendance rate in 2021

  • – For directors who were permanent members of this committee: 96%
  • – For all directors, including those who were not permanent members of this committee: 90%
Composition

In accordance with the Board’s internal rules, the Strategy and CSR Committee comprises at least three directors designated by the Board. Since 18 June 2020, this committee has had seven directors as permanent members: Yves-Thibault de Silguy (Chair), Uwe Chlebos, Dominique Muller Joly-Pottuz, Caroline Grégoire Sainte Marie, Ana Paula Pessoa, Pascale Sourisse and the permanent representative of Qatar Holding LLC. Abdullah Hamad Al Attiyah has been the permanent representative of Qatar Holding LLC since 6 December 2018. All Board members who wish to do so may attend the Strategy and CSR Committee’s meetings, with voting rights. Before each meeting, a dossier on the items to be discussed is sent to all directors.

VINCI’s Chairman and Chief Executive Officer, Executive Vice-President and Chief Financial Officer, and Vice-President for Business Development attend the meetings of the Strategy and CSR Committee. The Board Secretary acts as secretary to this committee.

Responsibilities

The Strategy and CSR Committee helps the Board review the Group’s overall strategy. In advance of their presentation to the Board, it examines multi-year contracts implying an investment on the part of the Group, strategic investments and all transactions, including acquisitions and disposals, with the potential to have a material impact on the Group’s scope of consolidation, business activities, risk profile, earnings or balance sheet or on the Company’s stock market valuation. It also monitors all corporate social responsibility issues. In particular its duties are to:

  • prepare the Board’s discussions on the Group’s strategy;
  • express an opinion, for the benefit of the Executive Management, on proposed acquisitions or disposals of shareholdings of a value exceeding €50 million that do not come under the Board’s direct terms of reference;
  • give its opinion to the Executive Management on plans for significant changes to the Group’s legal or operational structure;
  • prepare a document each year to be submitted to the VINCI Works Council on the strategic choices made by the Group and their consequences;
  • ensure that matters relating to corporate social responsibility are taken into account in the Group’s strategy and its implementation;
  • ensure that whistleblowing systems have been put in place within the Group and are functioning well;
  • review the report required under Article L.225-102-1 of the French Commercial Code in relation to corporate social responsibility;
  • examine the VINCI Group’s sustainability commitments with respect to the issues faced in its business activities and in achieving its objectives.

In addition, this committee is kept informed by the Executive Management of progress made on proposed multi-year contracts involving a total investment by the VINCI Group in equity and debt of more than €100 million.

Activities in 2021

In its meetings, the Strategy and CSR Committee addressed the following subjects in particular:

  • two acquisition projects in Energy and Construction;
  • five airport concession acquisition opportunities;
  • update on the Leonard innovation and foresight platform;
  • update on the compliance programme and actions to ensure that vigilance requirements are being met;
  • commitment to invest in a fund dedicated to clean hydrogen infrastructure solutions;
  • update on the health and safety policy.