VINCI’s Report on corporate governance is prepared in accordance with the provisions of the last paragraph of Article L.225-37 of the French Commercial Code. This report was approved by the Board of Directors (hereinafter the “Board”) of VINCI SA (hereinafter “VINCI” or the “Company”) at its meeting of 7 February 2024. It was written by the Group’s Legal Department following discussions with all the individuals mentioned, in particular the executive company officer and the Board members, as well as representatives of the Company’s functional departments with access to elements of information necessary for its preparation. It was reviewed by the Appointments and Corporate Governance Committee in full consideration of the November 2023 report by the Haut Comité du Gouvernement d’Entreprise (HCGE), the committee established in 2013 to monitor and enforce the Afep-Medef Corporate Governance Code (hereinafter, the “Afep-Medef code”), as well as the 2023 Report on Corporate Governance and Executive Remuneration at Listed Companies published by the Autorité des Marchés Financiers (AMF, the French securities regulator) on 14 December 2023.
The Board has opted to refer to the recommendations of the Afep-Medef code, which may be viewed on the Afep website (https://afep.com/publications/code-de-gouvernement-dentreprise-des-societes-cotees/).
At the date of this report, the Company’s practices were in compliance with the recommendations of the Afep-Medef code.
The Board has adopted internal rules, which cover the organisational and operating procedures of the Board and its committees, the respective responsibilities and powers of the Board, the Chairman and Chief Executive Officer, and the Lead Director, as well as the rights and obligations of Board members, and in particular their right to information, their access to executives and the rules relating to the management of possible conflicts of interest. The Board’s internal rules are updated on a regular basis. The last such update entered into effect on 8 February 2023. The internal rules may be accessed in their entirety on the Company’s website (www.vinci.com).
The general approach to VINCI’s corporate governance is structured around ongoing interactions between multiple governing and management bodies as befits the Group’s decentralised organisation. At the level of the parent company VINCI SA, governance is structured around the Board of Directors and the Group’s Executive Management.
The Board of Directors has the duties and responsibilities laid down in law as well as those set forth in its internal rules, all of which are exercised through its ordinary meetings (planned in advance) and extraordinary meetings (convened as necessary) as well as the activities of its specialised committees. The Board’s proceedings are organised by its Chairman and those of its specialised committees by their respective chairs. Discussions of certain matters, including strategy, the effectiveness of the governance system and the various issues relating to corporate social responsibility (CSR), are supervised by the Chair of the Strategy and CSR Committee and/or the Lead Director, as appropriate.
Given the Group’s size, VINCI SA’s Board of Directors limits its examination of individual transactions involving investments to those exceeding certain materiality thresholds. Activities pertaining to operations are spearheaded by the Group’s subsidiaries organised into business lines, which report on them to Xavier Huillard, VINCI’s Chief Executive Officer, who also serves as Chairman of the Board. Mr Huillard fully exercises the duties and responsibilities falling within his area of competence, and particularly those relating to financial policy, strategy, image and reputation, at the same time ensuring that the Group’s sustainable development challenges are being addressed, in all their workforce-related, social and environmental aspects, and reports on these matters to the Board.
The Board of Directors has moreover set up several committees whose role is to gather information, analyse data and explore solutions relating to their areas of responsibility in order to make recommendations to the Board. The Strategy and CSR Committee operates in a manner distinct from that of the other committees. All directors are welcome to attend its meetings, with voting rights, and are thus able to enhance their knowledge of issues relating to strategy and sustainability.
The relevance of the organisational approach adopted, and in particular the decision to combine the roles of Chairman and Chief Executive Officer, is a regular topic of discussion at Board meetings and during external assessments of the Board, carried out with the assistance of independent consultants every three years. It guarantees that directors are kept properly informed and allows for the efficient preparation of the decisions they are asked to consider as part of the Board’s procedures.
The Board of Directors has confirmed that the system in place is well suited to the Group’s circumstances. It has proven effective as much in periods of growth as during periods of instability caused by events such as health crises or geopolitical tensions and uncertainties. Due to the considerable decentralisation of VINCI’s activities, responsiveness on the ground is essential, along with the ability to manage multifaceted and complex situations, both in France and abroad, with consistency and resilience, all while instilling confidence in the Group’s continued success among its 279,266 employees and all its other stakeholders.
VINCI’s model based on the autonomy of managers, responsibility and cross-cutting values has showed itself to be particularly effective. The strong cohesion between the approach adopted by the Board of Directors and its implementation on the ground, aided by the short and efficient chain of command under the leadership of the Chairman and Chief Executive Officer, largely contribute to this success.
