| Main areas of oversight |
Board activities in 2023 |
| Review of the financial statements and day-to-day management |
Review of the financial statements and day-to-day managementBoard activities in 2023
- Reviewed and approved the consolidated and parent company financial statements for the year ended 31 December 2022 as well as the consolidated and parent company financial statements for the six months ended 30 June 2023, reviewed the related press releases, examined the reports of the Statutory Auditors relating to these financial statements, and reviewed the 2023 budget forecasts and the 2024 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 13 April 2023, 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 2022 and the interim dividend in respect of 2023
- Approved the 2022 tax transparency report
- Received information on the amendment and extension of VINCI SA’s revolving credit facility
- Received information on changes in the share capital and on the implementation of the share buy back programme
- Decided to reduce the share capital by cancelling 8.7 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 as well as the Executive VicePresident 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
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| Corporate governance |
Corporate governanceBoard activities in 2023
- 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 two directors 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
- Changed the composition of the Board committees
- Amended the Board’s internal rules
- Amended the rule relating to the holding period for shares received by executive company officers
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| Remuneration |
RemunerationBoard activities in 2023
- Reviewed the work done by the Remuneration Committee
- Set Mr Huillard’s variable remuneration for financial year 2022 and established the remuneration policy for the Chairman and Chief Executive Officer for 2023
- Made changes to the remuneration system for Board members
- Reviewed and approved the “Company officers’ remuneration and interests” section of the 2022 Universal Registration Document
- Defined the performance conditions applicable to the long-term incentive plans to be put in place beginning in 2023
- Decided to set up a performance share plan for the Group’s employees for awards granted under the Twenty fourth resolution passed at the Shareholders’ General Meeting of 13 April 2023, 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 9 April 2020 and under the long-term incentive plan set up on 18 June 2020
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| Employee savings plans |
Employee savings plansBoard activities in 2023
- 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 2023, from 1 September to 31 December 2023 and from 1 January to 30 April 2024
- Reviewed a proposal for a new international employee share ownership plan for 2024 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 2023 company mutual funds
- Reviewed the results of the employee share ownership programme offered in 2023 to employees of VINCI’s foreign subsidiaries in connection with the Group savings plan outside France
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| Strategy and CSR |
Strategy and CSRBoard activities in 2023
- Reviewed the work done by the Strategy and CSR Committee
- Reviewed and approved an acquisition project in the energy sector
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| Other |
OtherBoard activities in 2023
- Responded to questions submitted in writing by shareholders prior to the Shareholders’ General Meeting of 13 April 2023
- Decided to increase the share capital of VINCI Concessions
- Received a presentation on VINCI Autoroutes’ communications strategy
- Approved a sponsorship agreement with the Organising Committee for the Paris 2024 Olympic and Paralympic Games
- Reviewed risk factors relating to compliance with competition law
- Received information on the schedule of meetings of the Board and its committees for 2023, 2024 and 2025
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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 and chaired by the Lead Director was held on 8 February 2023, in particular to evaluate his performance and discuss governance.
One of the Board meetings took place in Denmark. 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 Fehmarnbelt Fixed Link.
A two-day seminar attended by the directors along with all Executive Committee members to examine the strategies of the Group and its various business lines from a multi-year perspective was held in Versailles in January 2023.
3.4.2 Board committees
The Board has 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.
