2021 UNIVERSAL REGISTRATION DOCUMENT

Appointments and Corporate Governance Committee

Composition

In accordance with the Board’s internal rules, the Appointments and Corporate Governance Committee comprises at least three directors designated by the Board. Since 18 June 2020, it has had as members Yannick Assouad (Chair), Benoit Bazin, Robert Castaigne, Marie-Christine Lombard and Yves-Thibault de Silguy. The Board recognises three of these five members as independent.

The Chairman and Chief Executive Officer attends this committee’s meetings except when it performs its assessment of the Executive Management. The Board Secretary acts as secretary to this committee.

Responsibilities

With respect to appointments, the Appointments and Corporate Governance Committee :

•  examines all candidacies for appointments to the Board and expresses an opinion and/or recommendation to the Board on those candidacies;
• prepares, in a timely manner, recommendations and opinions on the appointment of executive company officers and succession plans;
• examines, on a consultative basis, the Executive Management’s proposals relating to the appointment and dismissal of the Group’s main senior executives;
• is informed of the Executive Management’s policy for managing the Group’s senior executives and, in this regard, examines the procedures for succession plans;
• expresses an opinion on the membership of committees and makes proposals for the appointment and renewal of the Chair of the Audit Committee.

With respect to corporate governance, the Appointments and Corporate Governance Committee:

• verifies adherence to the rules of corporate governance and ensures that the recommendations of the Afep-Medef code are being followed, while also making sure that any departures from this code are justified, particularly in the chapter of the Universal Registration Document dedicated to corporate governance;
• supervises the process for the assessment of the work of the Board;
• prepares the Board’s discussions on the assessment of the Company’s Executive Management in consultation with the Remuneration Committee;
• reviews the independence of serving Board members each year.

Activities in 2021

Among the items of business handled in its meetings, the Appointments and Corporate Governance Committee:

• performed the assessment of VINCI’s Executive Management with regard to the managerial criteria adopted for 2020;
• carried out this assessment of VINCI’s Executive Management together with the Remuneration Committee;
• jointly determined with the Remuneration Committee the criteria applicable for the evaluation of the Chairman and Chief Executive Officer’s managerial performance in 2021;
• evaluated each Board member with regard to the independence criteria of the Afep-Medef code and made proposals to the Board;
• reviewed chapter C of the Report of the Board of Directors, “Report on corporate governance”, included in the Universal Registration Document;
• reviewed the decision on the separation of the roles of Chairman and Chief Executive Officer as well as the functioning of the Board;
• reviewed Board members whose terms of office will end in 2022;
• approved the decision to have an independent recruitment firm assist with the selection of one or more candidates for the position of director;
• examined the governance system that will be put in place following the 2022 Shareholders’ General Meeting;
• broached the subject of a succession plan for the executive company officer;
• proposed a selection procedure for new independent directors to the full Board of Directors;
• reviewed regulatory developments relating to corporate governance.

3.5 Assessment of the composition and functioning of the Board

The Board’s internal rules require that the agenda of one of its meetings each year include a discussion on the functioning of the Board with the aim of improving its effectiveness. In addition, a formal assessment of the Board must be carried out once every three years, with the assistance of an outside consultant or firm of consultants.

In practical terms, these requirements entail the following:

• An informal meeting of the Board, without the executive company officer being present, organised each year by the Lead Director. The purpose of these meetings – the most recent of which was held on 3 February 2022 – is to prepare the formal meeting of the Board during which it will vote on various aspects of its internal functioning and evaluate the performance of VINCI’s Executive Management.
• A formal assessment process carried out at regular intervals with the assistance of an independent consultancy, selected through a bidding process and then validated by the Appointments and Corporate Governance Committee. The most recent formal assessment was carried out in the second half of 2019.

A report on this results of this process was included in the 2019 Annual Report, page 157, and in the 2020 Universal Registration Document, page 153. A new assessment will be carried out in 2022.