2021 UNIVERSAL REGISTRATION DOCUMENT

General and financial elements

3.4 Internal control

The main procedures described below are common to all companies in the Group. They are complemented by specific procedures within each business line, in particular for the monitoring of projects and the preparation of financial and accounting information.

3.4.1 Compliance with laws and regulations

The Legal Department of the holding company is responsible for:

  • maintaining a legislative watch related to the various applicable rules,,
  • monitoring major acquisition projects and disputes,
  • informing affected employees about rules pertaining to securities transactions.

The main measures relating to legal and regulatory controls are presented in paragraph 2.3, “Respect for human rights”, page 199, and paragraph 2.4, “Business ethics”, page 201, of chapter E, “Workforce-related, social and environmental information”.

3.4.2 Application of the guidelines and instructions set out by Executive Management

The Chairman of VINCI Autoroutes, the Chief Executive Officer of VINCI Concessions, the Chairman and Chief Executive Officer of VINCI Energies, the Chairman of VINCI Construction, and the Chairman of VINCI Immobilier exercise the powers given to them by law. Under the Group’s internal organisation, they are also required to comply with the general guidelines issued for them by VINCI’s Chairman and Chief Executive Officer and which were updated in January 2019.

These apply to the following areas:

  • adherence to the VINCI Manifesto and the guides that explain it, which are accessible on the Group’s website;
  • commitments;
  • reporting to the holding company of accounting and financial information, and information relating to human resources, safety, environment, human rights, disputes and litigation, insurance policies and claims, etc.

These general guidelines include compliance with the Group’s procedures regarding bidding or investments. These procedures define the thresholds above which specific authorisation must be obtained from the appropriate committees, namely the Risk Committee or the Board of Directors’ Strategy and CSR Committee, or where prior notification must be given to the Chairman and Chief Executive Officer of VINCI and/or to the VINCI functional departments involved.

These guidelines are cascaded through the organisation by the heads of the business lines to their operational and functional staff for the provisions concerning them, as well as to managers serving as company officers in the companies in their business line.

3.4.3 Procedures related to commitments and the VINCI Risk Committee

The role of the VINCI Risk Committee is to assess, ahead of the commitment phase:

  • acquisitions and disposals of businesses;
  • the terms and conditions of tenders for construction works which, by virtue of their scale, complexity, specific financing characteristics, location or technical characteristics, entail specific risks, especially those of a technical, legal or financial nature;
  • property development transactions;
  • public-private partnerships (PPPs), concessions or any other long-term commitments.

The monetary thresholds for vetting by the VINCI Risk Committee before a bid is submitted are defined in the general guidelines. Transactions below the level necessitating a review by the Risk Committee are managed by the business lines and divisions according to their own procedures and delegation of authority; these are consistent with the Group’s reference framework.

The VINCI Risk Committee has the following members:

  • the Chairman and Chief Executive Officer of VINCI or a delegated executive vice-president for the largest projects;
  • the Chairman (or Chief Executive Officer) of the business line involved;
  • the Executive Vice-President and Chief Financial Officer of VINCI for property development projects, concession projects, and acquisitions or disposals;
  • the Chief Audit Officer;
  • the operational representatives of the entity presenting the project.
3.4.4 Procedures related to monitoring of operations

The business lines each have an operations monitoring system that is tailored to the specific nature of their activities and that enables them to monitor the progress of projects and contracts as well as human resources (HR) indicators. These systems are compatible with those used to prepare and process financial and accounting information as described below, as the holding company performs a consolidation for the principal indicators.

Monthly dashboard reports on business, new orders, the order book, key operating indicators and the Group’s net financial debt are prepared on the basis of information provided by the business lines.

The senior managers of the business lines and divisions prepare a monthly report on key events.

The budget procedure is common to all Group business lines. It is built around five key dates in the year: the initial budget for year Y at the end of year Y−1, followed by four budget updates over the course of year Y after each quarterly closing. The business lines also participate in regular monitoring of VINCI’s social and environmental responsibility commitments as indicated in the “Sustainable development” chapter, page 24, and in HR monitoring, with a particular emphasis on the safety of people working at each of the Group’s sites.

3.4.5 Business continuity plans

All of the Group’s subsidiaries draw up business continuity plans, notably to ensure operational effectiveness when faced with a health crisis or following an extreme weather event.

For concessions, business continuity plans are put in place for each element of infrastructure under concession (airports, motorways, stadiums, tunnels, etc.). They call for measures to be implemented and for the organisation to be adapted to various crisis scenarios, including health crises.