2023 UNIVERSAL REGISTRATION DOCUMENT

Each committee may enlist the services of outside consultants to perform technical analyses concerning matters within their remit, at the Company’s expense and after sending notification of this decision to the Chairman and Chief Executive Officer. Each committee is also entitled to invite any experts or other knowledgeable parties to attend its meetings and offer their insights, as necessary.

During the Combined Shareholders’ General Meeting held in April 2023, each of the Board committees presented a report on its activities in 2022.

Audit Committee

Composition

In accordance with the Board’s internal rules, the Audit Committee comprises at least three directors designated by the Board. The Executive Vice-President and Chief Financial Officer and the Statutory Auditors attend Audit Committee meetings. From 12 April 2022 until 13 April 2023, this committee had the following members: René Medori (Chair), Yannick Assouad, Robert Castaigne and Claude Laruelle. Since 13 April 2023, its membership has been as follows: René Medori (Chair), Yannick Assouad, Caroline Grégoire Sainte Marie and Claude Laruelle.

The Board considers all of the Audit Committee members to be independent directors.

By virtue of their professional experience and/or qualifications, the members of this committee have the financial, accounting and auditing expertise necessary to serve thereon, as detailed in the curriculum vitae set out in paragraph 3.2, “Company officers’ appointments and other positions held”, pages 140 to 146.

The Executive Vice-President and Chief Financial Officer acts as secretary to the Audit Committee.

Responsibilities

The Audit Committee helps the Board monitor the accuracy and fair presentation of VINCI’s parent company and consolidated financial statements, and the quality of the information provided. In particular, its duties are to monitor:

• the process of compiling financial information (i) by examining the Group’s annual and half-year parent company and consolidated financial statements before they are presented to the Board, verifying the quality of the information given to the shareholders; (ii) by ensuring that the accounting policies and methods are appropriate and consistently applied, warning of any deviation from these rules; (iii) by reviewing the scope of consolidation and, where applicable, the reasons why certain companies would not be included; and (iv) by carefully reviewing significant transactions in the course of which a conflict of interest might have arisen, subsequently formulating recommendations to ensure the integrity of such transactions;
• the effectiveness of internal control and risk management systems (i) by verifying the existence of these systems, their proper deployment and the successful implementation of corrective measures in the event of any material weakness or significant deficiency in internal control and (ii) by reviewing the Group’s financial position and major risk factors on a regular basis, examining material risks and off-balance sheet commitments and evaluating the importance of any failures or weaknesses of which it is made aware, bringing them to the attention of the Board where applicable;
• the statutory audit of the parent company and consolidated financial statements and the independence of the Statutory Auditors (i) by tracking the assignments carried out by the Statutory Auditors, including the review of their work programmes, audit conclusions and recommendations, as well as the follow-up actions taken; (ii) by verifying compliance by the Statutory Auditors with their legal obligation to be independent; (iii) by approving the supply of services mentioned in Article L.821-30 of the French Commercial Code; and (iv) by evaluating proposals for the appointment of the Company’s Statutory Auditors or the renewal of their terms of office as well as their remuneration and issuing a recommendation on this matter;
• the Group’s policy in respect of insurance;
• the setting up of procedures regarding business ethics and competition, while ensuring that a system is in place able to verify that they are being enforced;
• the entry into or continuation in force of any agreement concluded between the Company and any of its executive or non-executive company officers.

To carry out its remit, the Board’s internal rules specify that the Audit Committee may seek external advice, the cost of which is borne by the Company.