At its meeting of 12 April 2022 held immediately after the Shareholders’ General Meeting, the Board reappointed Yannick Assouad to the position of Lead Director to which she had been named on 1 November 2018, for a further period lasting until the end of her term of office as Director.
The purpose of this position is to have a Board member able to serve as a point of contact distinct from the Chairman and Chief Executive Officer and who also has the personal powers necessary to guarantee the Board’s responsiveness in all circumstances.
The Lead Director has the duties and responsibilities laid down in the Board’s internal rules, which are reiterated in paragraph 2.1.
The Lead Director chairs the Appointments and Corporate Governance Committee and may request the addition of any item to the agenda of a Board meeting or ask the Chairman to call a Board meeting.
She has drawn up a report on the performance of her duties in 2022 (see page 295).
3.1 Composition of the Board of Directors
At 31 December 2022, the Board of Directors had 15 members. The characteristics of its membership are detailed below:
| Name | Age | Gender | Number of years of service | Number of shares held | Nationality(ies) | Independence(reason not considered as independent) | Date of first appointment | Term of office ends |
|---|---|---|---|---|---|---|---|---|
|
Xavier Huillard Chairman |
Xavier Huillard Chairman Age 68 |
Xavier Huillard Chairman Gender M |
Xavier Huillard Chairman Number of years of service 16 |
Xavier Huillard Chairman Number of shares held 359,116 |
Xavier Huillard Chairman Nationality(ies) French |
Xavier Huillard Chairman Independence(reason not considered as independent) Not independent (executive company officer) |
Xavier Huillard Chairman Date of first appointment 09/01/2006 |
Xavier Huillard Chairman Term of office ends 2026 SGM |
|
Yannick Assouad Lead Director |
Yannick Assouad Lead Director Age 63 |
Yannick Assouad Lead Director Gender F |
Yannick Assouad Lead Director Number of years of service 9 |
Yannick Assouad Lead Director Number of shares held 1,000 |
Yannick Assouad Lead Director Nationality(ies) French |
Yannick Assouad Lead Director Independence(reason not considered as independent) Independent |
Yannick Assouad Lead Director Date of first appointment 16/04/2013 |
Yannick Assouad Lead Director Term of office ends 2025 SGM |
| Benoit Bazin | Benoit Bazin Age 54 |
Benoit Bazin Gender M |
Benoit Bazin Number of years of service 2 |
Benoit Bazin Number of shares held 2,000 |
Benoit Bazin Nationality(ies) French |
Benoit Bazin Independence(reason not considered as independent) Independent |
Benoit Bazin Date of first appointment 18/06/2020 |
Benoit Bazin Term of office ends 2024 SGM |
| Robert Castaigne | Robert Castaigne Age 76 |
Robert Castaigne Gender M |
Robert Castaigne Number of years of service 15 |
Robert Castaigne Number of shares held 1,038 |
Robert Castaigne Nationality(ies) French |
Robert Castaigne Independence(reason not considered as independent) Not independent (more than 12 years of service) |
Robert Castaigne Date of first appointment 27/03/2007 |
Robert Castaigne Term of office ends 2023 SGM |
| Graziella Gavezotti | Graziella Gavezotti Age 71 |
Graziella Gavezotti Gender F |
Graziella Gavezotti Number of years of service 9 |
Graziella Gavezotti Number of shares held 1,000 |
Graziella Gavezotti Nationality(ies) Italian |
Graziella Gavezotti Independence(reason not considered as independent) Independent |
Graziella Gavezotti Date of first appointment 16/04/2013 |
Graziella Gavezotti Term of office ends 2025 SGM |
| Caroline Grégoire Sainte Marie | Caroline Grégoire Sainte Marie Age 65 |
Caroline Grégoire Sainte Marie Gender F |
Caroline Grégoire Sainte Marie Number of years of service 3 |
Caroline Grégoire Sainte Marie Number of shares held 1,016 |
Caroline Grégoire Sainte Marie Nationality(ies) French |
Caroline Grégoire Sainte Marie Independence(reason not considered as independent) Independent |
Caroline Grégoire Sainte Marie Date of first appointment 17/04/2019 |
Caroline Grégoire Sainte Marie Term of office ends 2023 SGM |
| Claude Laruelle | Claude Laruelle Age 55 |
Claude Laruelle Gender M |
Claude Laruelle Number of years of service 0 |
Claude Laruelle Number of shares held 1,029 |
Claude Laruelle Nationality(ies) French |
Claude Laruelle Independence(reason not considered as independent) Independent |
Claude Laruelle Date of first appointment 12/04/2022 |
Claude Laruelle Term of office ends 2026 SGM |
| Marie-Christine Lombard | Marie-Christine Lombard Age 64 |
Marie-Christine Lombard Gender F |
Marie-Christine Lombard Number of years of service 8 |
Marie-Christine Lombard Number of shares held 1,000 |
Marie-Christine Lombard Nationality(ies) French |
Marie-Christine Lombard Independence(reason not considered as independent) Independent |
Marie-Christine Lombard Date of first appointment 15/04/2014 |
Marie-Christine Lombard Term of office ends 2026 SGM |
| René Medori | René Medori Age 65 |
René Medori Gender M |
René Medori Number of years of service 4 |
René Medori Number of shares held 1,886 |
René Medori Nationality(ies) French and British |
René Medori Independence(reason not considered as independent) Independent |
René Medori Date of first appointment 17/04/2018 |
René Medori Term of office ends 2026 SGM |
| Roberto Migliardi | Roberto Migliardi Age 63 |
Roberto Migliardi Gender M |
Roberto Migliardi Number of years of service 0 |
Roberto Migliardi Number of shares held 0 |
Roberto Migliardi Nationality(ies) French |
Roberto Migliardi Independence(reason not considered as independent) Not independent (Director representing employees) |
Roberto Migliardi Date of first appointment 12/04/2022 |
Roberto Migliardi Term of office ends 2026 |
| Dominique Muller | Dominique Muller Age 60 |
Dominique Muller Gender F |
Dominique Muller Number of years of service 3 |
Dominique Muller Number of shares held 1,307 |
Dominique Muller Nationality(ies) French |
Dominique Muller Independence(reason not considered as independent) Not independent (Director representing employee shareholders) |
Dominique Muller Date of first appointment 17/04/2019 |
Dominique Muller Term of office ends 2023 SGM |
| Ana Paula Pessoa | Ana Paula Pessoa Age 55 |
Ana Paula Pessoa Gender F |
Ana Paula Pessoa Number of years of service 7 |
Ana Paula Pessoa Number of shares held 1,000 |
Ana Paula Pessoa Nationality(ies) Brazilian |
Ana Paula Pessoa Independence(reason not considered as independent) Independent |
Ana Paula Pessoa Date of first appointment 14/04/2015 |
Ana Paula Pessoa Term of office ends 2023 SGM |
| Alain Saïd | Alain Saïd Age 56 |
Alain Saïd Gender M |
Alain Saïd Number of years of service 0 |
Alain Saïd Number of shares held 0 |
Alain Saïd Nationality(ies) French |
Alain Saïd Independence(reason not considered as independent) Not independent (Director representing employees) |
Alain Saïd Date of first appointment 12/04/2022 |
Alain Saïd Term of office ends 2026 |
| Pascale Sourisse | Pascale Sourisse Age 60 |
Pascale Sourisse Gender F |
Pascale Sourisse Number of years of service 15 |
Pascale Sourisse Number of shares held 1,000 |
Pascale Sourisse Nationality(ies) French |
Pascale Sourisse Independence(reason not considered as independent) Not independent (more than 12 years of service) |
Pascale Sourisse Date of first appointment 27/03/2007 |
Pascale Sourisse Term of office ends 2023 SGM |
| Qatar Holding LLC | Qatar Holding LLC Age
|
Qatar Holding LLC Gender
|
Qatar Holding LLC Number of years of service 7 |
Qatar Holding LLC Number of shares held 19,553,868 |
Qatar Holding LLC Nationality(ies) Qatari |
Qatar Holding LLC Independence(reason not considered as independent) Independent |
Qatar Holding LLC Date of first appointment 14/04/2015 |
Qatar Holding LLC Term of office ends 2026 SGM |
| Permanent representative: Abdullah Hamad Al Attiyah | Permanent representative: Abdullah Hamad Al AttiyahAge 38 |
Permanent representative: Abdullah Hamad Al AttiyahGender M |
Permanent representative: Abdullah Hamad Al AttiyahNumber of years of service 4 |
Permanent representative: Abdullah Hamad Al AttiyahNumber of shares held
|
Permanent representative: Abdullah Hamad Al AttiyahNationality(ies) Qatari |
Permanent representative: Abdullah Hamad Al AttiyahIndependence(reason not considered as independent) Independent |
Permanent representative: Abdullah Hamad Al AttiyahDate of first appointment 06/12/2018 |
Permanent representative: Abdullah Hamad Al AttiyahTerm of office ends
|
(*) Age on 31 December 2022.
SGM: Shareholders’ General Meeting.
As a general rule, the members of the Board of Directors are appointed individually by vote of the shareholders at the Ordinary Shareholders’ General Meeting as proposed by the Board, itself referring to the opinion of the Appointments and Corporate Governance Committee. However, the two Directors representing employees, namely Roberto Migliardi and Alain Saïd, were designated respectively by VINCI’s European Works Council and its Social and Economic Committee, in accordance with the provisions of Article 11.3 of the Articles of Association.
Each Board member, other than the Directors representing employees and the Director representing employee shareholders, must hold a minimum of 1,000 VINCI shares in registered form.
