The internal rules of the Board of Directors stipulate that all directors must inform the Board of any conflict of interest, including a future or potential situation, in which they find or may find themselves and in this case promptly contact the Lead Director to define and implement measures to prevent such conflict. These measures might consist in refraining from attending part or all of any Board or Board committee meeting during which a sensitive subject in this regard is to be discussed. Directors must abstain from voting on any matter involving a conflict of interest for them and from taking part in the related discussions. The Lead Director may intervene at any time in response to any real or potential conflicts of interest that may come to his or her attention and proceed with investigations in order to further identify, avoid or manage them.
In addition, the Board’s internal rules specify that no director of VINCI may hold a position at any of VINCI’s competitors and that all directors must keep the Board informed of any positions held in other companies, including positions on the board committees of these French and foreign companies.
At the time of writing of this document and on the basis of the statements made by each director:
At its meeting of 7 February 2024, after having heard the report of the Appointments and Corporate Governance Committee, the Board conducted an evaluation of the independence of current directors, as recommended by the Afep-Medef code and in accordance with the criteria of that code.
In line with the recommendations of the Afep-Medef code, the criteria to be taken into account by the Board are as follows:
| Article of the Afep-Medef code | Criteria |
|---|---|
| 10.5.1 | 10.5.1 CriteriaNot being, and not having been at any time over the last five years, an employee or executive company officer of the company, nor an employee, executive company officer or director of any entity consolidated by the company, nor an employee, executive company officer or director of the company’s parent company or of any other entity consolidated by this parent company |
| 10.5.2 | 10.5.2 CriteriaNot having been an executive company officer of an entity in which the company serves, either directly or indirectly, as director or in which an employee designated as such or an executive company officer of the company currently serves or has served at any time over the last five years as director |
| 10.5.3 | 10.5.3 CriteriaNot being a customer, supplier, investment banker, merchant banker or consultant that is material for the company or its group, or for which the company or its group represents a significant part of its business |
| 10.5.4 | 10.5.4 CriteriaHaving no close family ties with a company officer |
| 10.5.5 | 10.5.5 CriteriaNot having acted as statutory auditor for the company at any time over the last five years |
| 10.5.6 | 10.5.6 CriteriaNot having served as a director of the company for more than 12 years |
| 10.6 | 10.6 CriteriaNot being eligible to receive variable remuneration tied to performance in cash or securities from the company or its group if serving as a non-executive company officer |
| 10.7 | 10.7 CriteriaNot being a representative of a shareholder holding more than 10% of the company’s share capital or voting rights |
In evaluating the independence of its members with respect to the criteria of Article 10.5.3, the Board took into account the material or non-material nature of the business relationships being examined, the particular circumstances of each director at the company in question in view of these relationships and the amount of sales or purchases involved, in absolute as well as relative terms.
