2022 Universal Registration Document

Main areas of oversight	Board activities in 2022
Review of the financial statements and day-to-day management	Review of the financial statements and day-to-day management Board activities in 2022 Reviewed and approved the consolidated and parent company financial statements for the year ended 31 December 2021 as well as the consolidated and parent company financial statements for the six months ended 30 June 2022, reviewed the related press releases, examined the reports of the Statutory Auditors relating to these financial statements, and reviewed the 2022 budget forecasts and the 2023 budget Approved the terms of the various reports to shareholders, including the Report of the Board of Directors (which contained the Report on corporate governance), prepared and convened the Shareholders’ General Meeting of 12 April 2022, approved its agenda and the resolutions submitted for shareholder approval Reviewed the work done by the Audit Committee Regularly examined the Group’s business activities, ongoing developments, financial situation and indebtedness Decided on the payment of the dividend in respect of 2021 and the interim dividend in respect of 2022 Reviewed changes in the share capital and the share buy-back programme Received information on the arrangement of a new revolving credit facility Decided to reduce the share capital by cancelling 8.6 million treasury shares Approved the renewal of the Chairman and Chief Executive Officer’s powers regarding guarantees and collateral as well as the implementation of the share buy-back programme Renewed the delegation of authority to the Chairman and Chief Executive Officer to record the capital increases carried out by way of the creation of new shares resulting from the exercise of rights and in connection with the Group savings plan and to maintain the rights of beneficiaries of performance shares and shares granted under long-term incentive plans upon leaving the Group Renewed the delegation of authority to the Chairman and Chief Executive Officer as well as the Executive Vice-President and Chief Financial Officer to issue bonds and was informed of the use of this delegation Received information in conjunction with the preparation of the interim and annual financial statements identifying financial difficulties experienced by companies in order to prevent insolvency Reviewed and approved the report on payments to government authorities made by VINCI subsidiaries with respect to their mining and quarrying activities
Corporate governance	Corporate governance Board activities in 2022 Reviewed the work done by the Appointments and Corporate Governance Committee Evaluated the independence of the Board’s members with regard to the criteria of the Afep-Medef code and submitted the appointment of a director for shareholder approval at the Shareholders’ General Meeting Confirmed the continued application of the system of governance in which the roles of Chairman of the Board and Chief Executive Officer are combined, with Mr Huillard serving in both of these positions Reappointed Mr Huillard to his positions as Chairman and Chief Executive Officer and Ms Assouad to her position as Lead Director Changed the composition of the Board committees
Remuneration	Remuneration Board activities in 2022 Reviewed the work done by the Remuneration Committee Set Mr Huillard’s variable remuneration for financial year 2021 and established the remuneration policy for the Chairman and Chief Executive Officer in the event of a new term of office Reviewed and approved the “Company officers’ remuneration and interests” section of the 2021 Universal Registration Document Decided to set up a performance share plan for the Group’s employees for awards granted under the Twenty-first resolution passed at the Shareholders’ General Meeting of 8 April 2021, as well as a long-term incentive plan for the Chairman and Chief Executive Officer Approved the vesting percentages under the performance share and long-term incentive plans set up on 17 April 2019
Employee savings plans	Employee savings plans Board activities in 2022 Set the subscription price of shares to be issued under the Group savings plan in France for the periods from 1 May to 31 August 2022, from 1 September to 31 December 2022 and from 1 January to 30 April 2023 Reviewed a proposal for a new international employee share ownership plan for 2023 and granted delegations of authority to set the subscription price as well as the definitive start and end dates for the subscription period in each country concerned Reaffirmed, subsequent to the Shareholders’ General Meeting, the decisions previously taken by the Board relating to the Castor France and Castor International 2022 company mutual funds Reviewed the results of the employee share ownership programme offered in 2022 to employees of VINCI’s foreign subsidiaries in connection with the Group savings plan outside France
Strategy and CSR	Strategy and CSR Board activities in 2022 Reviewed the work done by the Strategy and CSR Committee Reviewed and approved several acquisition opportunities
Other	Other Board activities in 2022 Responded to questions submitted in writing by shareholders prior to the Shareholders’ General Meeting of 12 April 2022 Authorised the issue of guarantees Approved a sponsorship agreement

All of the Board’s ordinary meetings held in person provided the opportunity for discussions between the directors and the members of the Executive Committee.

A Board meeting in the absence of the executive company officer was held on 3 February 2022, in particular to evaluate his performance and discuss governance.

One of the Board meetings took place in the United Kingdom. In conjunction with this meeting, the Board members received a detailed presentation on the Group’s activities in this country and visited the construction site for the HS2 high-speed rail line.

A Group strategy seminar attended by the directors along with all Executive Committee members was held in Versailles in January 2023.

3.4.2 Board committees

The Board has established four specialised committees:

the Audit Committee;
the Strategy and CSR Committee;
the Appointments and Corporate Governance Committee; and
the Remuneration Committee.

The role of the committees is to prepare and provide support for decision-making processes in their respective areas of specialisation. The responsibilities and modus operandi of the committees are governed by the Board’s internal rules. Each committee has consultative powers and acts under the authority of the Board, of which it is an extension and to which it is accountable. Minutes of each committee meeting are drawn up and circulated to the members of the Board.

Each committee may enlist the services of outside consultants to perform technical analyses concerning matters within their remit, at the Company’s expense and after sending notification of this decision to the Chairman and Chief Executive Officer. Each committee is also entitled to invite any experts or other knowledgeable parties to attend its meetings and offer their insights, as necessary.

During the Combined Shareholders’ General Meeting held in April 2022, each of the Board committees presented a report on its activities in 2021.

2022 Universal Registration Document

Key Data

3.4.2 Board committees