2023 UNIVERSAL REGISTRATION DOCUMENT

3. Board of Directors

The current division of responsibilities between the Company’s governance bodies and top management, as set forth in the Board’s internal rules, is as follows:

Board of Directors Chairman and Chief Executive Officer Lead Director
Board of Directors
  • Appointments:
    • Appointments of the Chairman, the Chief Executive Officer, the Lead Director and any Deputy CEOs
    • Formation of Board committees
  • Strategy:Prior approval of strategic choices
  • Investments:
    • Prior approval of strategic investments and material transactions relating to exposures in amounts greater than €200 million carried out by the parent company or its subsidiaries
    • Prior approval of all transactions referred to the Strategy and CSR Committee
    • Prior approval of all transactions outside the Company’s announced strategy
 Chairman and Chief Executive Officer
  • Chairmanship of the Board:Organisation and supervision of the work of the Board
  • Executive Management:Implementation of decisions taken by the Board
  • Operational management of the Group:
    • Appointments of senior executives of the Company and its main subsidiaries
    • Approval of material transactions carried out by the subsidiaries
 Lead Director
  • Chairmanship of the Board in the absence of the Chairman
  • Chairmanship of the Appointments and Corporate Governance Committee
  • Management of any conflicts of interest
  • Point of contact for Board members, shareholders and proxy advisers at the request of the Chairman and Chief Executive Officer
  • Organisation of meetings of the Board in the absence of the executive company officer(s) (executive sessions)
  • Possibility to request that a Board meeting be called by the Chairman
  • Possibility to request the addition of any item to the agenda of a Board meeting
2.2 Chairman and Chief Executive Officer

Xavier Huillard has served as both Chairman of the Board and Chief Executive Officer since 6 May 2010. The Board reappointed him to these two positions at its meeting of 12 April 2022, held immediately following the Shareholders’ General Meeting during which the shareholders voted to renew his term of office as Director. The Board notes that Mr Huillard’s roles as Chairman and as Chief Executive Officer will be separated before the end of his term of office as Director and Chairman of the Board of Directors. It further specifies that it does not intend to propose any change to the currently applicable provisions of the Articles of Association relating to age limits.

The Chairman and Chief Executive Officer has the duties and responsibilities conferred by law.

He regularly presents the Group’s performance, outlook and strategy to the financial community, in particular through roadshows. Mr Huillard chairs both the Executive Committee and the Management and Coordination Committee. He also chairs the VINCI Risk Committee, with powers to delegate this function.

2.3 Organisation of VINCI’s Executive Management and corporate management structures

Mr Huillard has formed the Executive Committee comprising the Group’s main operational and functional senior executives, which had 12 members at 7 February 2024. The information required under Article L.22-10-10 2° of the French Commercial Code on the means by which the Company aims to achieve gender balance within its governance bodies is provided in paragraph 1.5.2, “Measures to promote gender equality”, of chapter E, “Workforce-related, social and environmental information”, page 207.

Pierre Coppey, who is also Chairman of VINCI Autoroutes and of VINCI Stadium, and Christian Labeyrie, who is also the Group’s Chief Financial Officer, serve as VINCI’s Executive Vice Presidents and have the following responsibilities in this capacity:

  • regarding Mr Coppey, the oversight of initiatives carried out on behalf of VINCI by the Leonard innovation and foresight platform, the Fondation VINCI pour la Cité, La Fabrique de la Cité, and Rêve de Scènes Urbaines;
  • regarding Mr Labeyrie, the supervision of the activities of VINCI Assurances, VINCI Re, VINCI Immobilier and the Information Systems Department.

The Executive Committee approves and monitors the implementation of the Group’s cross cutting policies, particularly in the areas of risk management, finance, human resources, safety, IT and insurance. It provides for frequent and regular exchanges on matters of importance relating to the Group’s activities. The Executive Committee met 18 times in 2023.

The Management and Coordination Committee is composed of the members of the Executive Committee, together with the key operational and functional senior executives of the Group’s main companies, and had 32 members at 7 February 2024. Its purpose is to ensure broad consultation on VINCI’s strategy, the challenges it faces and its development as well as on cross cutting policies within the Group. The Management and Coordination Committee met four times in 2023.

2.4 Lead Director

At its meeting of 12 April 2022 held immediately after the Shareholders’ General Meeting, the Board reappointed Yannick Assouad, a director meeting the criteria to be considered independent, 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 2023 (see page 305).