Activities in 2022
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 2021;
- 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 2022;
- 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 2021 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 2023;
- approved the decision to have an independent recruitment firm assist with the selection of several candidates for the position of director and discussed the status of this process;
- noted the designation of two Directors representing employees whose terms of office commenced after the Shareholders’ General Meeting of 12 April 2022;
- examined the governance system to be put in place following the 2022 Shareholders’ General Meeting;
- received a presentation on succession plans for Executive Committee members and on the succession plan for the executive company officer;
- launched the process for the assessment of the work of the Board with the assistance of an independent firm and reviewed the report on the process drawn up by this firm.
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 8 February 2023 – 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 every three years with the assistance of an independent consultancy, whose selection is validated by the Appointments and Corporate Governance Committee. The most recent formal assessment was carried out in the second half of 2022.
As part of the most recent assessment, carried out with the assistance of an outside firm, the consultants sent the directors a questionnaire to gain their perspective on the conditions for the preparation, organisation and conduct of Board meetings as well as the topics covered in these meetings. Interviews were then held with each director, during which these subjects were discussed in greater detail. The consultants presented the results of their assessment first to the Appointments and Corporate Governance Committee and then to a formal meeting of the Board.
This process resulted in the following main observations:
- The Board and Executive Management are well aligned with the Group’s long-term objectives and short-term key performance indicators. The directors appreciate the organisational quality of the regular strategy seminar.
- The Group’s material risks and issues are well managed. In particular, those relating to its corporate social responsibility are properly identified and given serious consideration. They are discussed in the meetings of the Strategy and CSR Committee. CSR has thus become a full-fledged strategy component for the Group.
- The Board offers a wide range of expertise, meeting the Group’s needs and with good diversity. The presence of employee directors is considered as an advantage. It will be essential to maintain this diversity when selecting new members. The Board functions in a highly professional manner and interactions between its members are positive and constructive.
- Corporate governance is organised in a satisfactory manner. The Chairman, Lead Director and Board committee chairs fulfil their duties effectively.
- The information and reports provided to Board members are of good quality. The work carried out by all Board committees is useful and effective.
- Succession planning, for the Chairman and Chief Executive Officer as well as Executive Committee members, is a frequent topic of discussion at meetings of the Appointments and Corporate Governance Committee, ensuring that an efficient process will be put in place when necessary. This process will require more direct involvement by the Board as the transition dates draw closer.
