2023 UNIVERSAL REGISTRATION DOCUMENT

General and financial elements

Activities in 2023

The table below presents the main focus areas and subjects addressed by the Audit Committee during the year.

Main focus areas Subjects addressed by the Audit Committee in 2023
Process of compiling accounting and financial information Process of compiling accounting and financial informationSubjects addressed by the Audit Committee in 2023
  • Review of the Group’s parent company and consolidated financial statements prepared during the year as well as the drafts of the related press releases
  • Presentation of budgets and budget updates
  • Review of the Group’s cash positions and financial debt
  • Review of the Group’s financial strategy and ongoing or completed financial transactions
  • Presentation of the Group’s tax policy and the draft version of the tax transparency report
  • Information provided on the implementation of the procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis
Effectiveness of the Group’s internal control and risk management systems Effectiveness of the Group’s internal control and risk management systemsSubjects addressed by the Audit Committee in 2023
  • Presentation on the Group’s internal audit organisation as well as the structure, tasks and missions of the central team
  • Analysis of the results of the annual 2023 self-assessment
  • Update on the approach to cybersecurity
  • Presentations on the internal control and risk management systems in place at Cobra IS and at VINCI Construction’s Americas and Oceania Division, including measures to address cyber risks
  • Presentation of the annual internal control reports for 2022 issued by the business lines and divisions
  • Post-mortem review of difficult contracts
  • Presentation of the “Risk factors and management procedures” chapter of the Report of the Board of Directors
  • Review of ongoing disputes and litigation
  • Participation in the update of the Group’s risk mapping exercise, including cyber, social and environmental risks
  • Presentation of the activities in 2022 of VINCI SA’s Internal Audit Department, the 2023 audit programme and its updates
  • Review of off-balance sheet commitments at 31 December 2022 and 30 June 2023
Statutory auditing of the parent company and consolidated financial statements and the independence of the Statutory Auditors Statutory auditing of the parent company and consolidated financial statements and the independence of the Statutory AuditorsSubjects addressed by the Audit Committee in 2023
  • Discussions with the Statutory Auditors and review of their conclusions
  • Monitoring of compliance with legal and regulatory obligations concerning accounting and financial information
  • Presentation of the external audit approach
Insurance InsuranceSubjects addressed by the Audit Committee in 2023
  • Report on current developments in the corporate risk insurance market
  • Presentation of VINCI’s policy in respect of insurance and the Group’s insurance programme arranged by VINCI SA on behalf of all Group companies and by VINCI Re, the Group’s captive reinsurance subsidiary

For the purposes of this work, the following executives were interviewed: the Executive Vice-President and Chief Financial Officer; the Director of Cash Management, Financing and Tax Matters; the Senior Vice-President for Corporate Controlling and Accounting; the Chief Audit Officer; the General Counsel; and the Statutory Auditors. During their presentation, the Statutory Auditors emphasised the important points relating to their assignment and the accounting options chosen.

Strategy and CSR Committee
Number of directors Membership at 31 December 2023 Proportion of independent directors Number of meetings held in 2023 Average attendance rate in 2023
Number of directors

6

 Membership at 31 December 2023
  • Benoit Bazin (Chair)
  • Carlos F. Aguilar
  • Abdullah Hamad Al Attiyah (permanent representative of Qatar Holding LLC)
  • Annette Messemer
  • Dominique Muller (representing employee shareholders)
  • Alain Saïd (representing employees)
 Proportion of independent directors

100%(excluding the Directors representing employees and the Director representing employee shareholders)

 Number of meetings held in 2023

8

 Average attendance rate in 2023
  • For directors who were permanent members of this committee: 92%
  • For all directors, including those who were not permanent members of this committee: 90%

Composition

In accordance with the Board’s internal rules, the Strategy and CSR Committee comprises at least three directors designated by the Board.From 12 April 2022 until 13 April 2023, this committee had the following members: Benoit Bazin (Chair), Caroline Grégoire Sainte Marie, Dominique Muller, Ana Paula Pessoa, Alain Saïd, Pascale Sourisse and the permanent representative of Qatar Holding LLC (Abdullah Hamad Al Attiyah). Since 13 April 2023, its membership has been as follows: Benoit Bazin (Chair), Carlos F. Aguilar, Annette Messemer, Dominique Muller, Alain Saïd and the permanent representative of Qatar Holding LLC.

All Board members who wish to do so may attend the Strategy and CSR Committee’s meetings, with voting rights. Before each meeting, directors may view the documentation relating to the items to be discussed in electronic form via the specific platform set up for this purpose.VINCI’s Chairman and Chief Executive Officer, Executive Vice-President and Chief Financial Officer, and Vice-President for Business Development attend the meetings of the Strategy and CSR Committee. The Board Secretary acts as secretary to this committee.

Responsibilities

The Strategy and CSR Committee helps the Board review the Group’s overall strategy. In advance of their presentation to the Board, it examines multi-year contracts implying an investment on the part of the Group, strategic investments and all transactions, including acquisitions and disposals, with the potential to have a material impact on the Group’s scope of consolidation, business activities, risk profile, earnings or balance sheet or on the Company’s stock market valuation. It also monitors all corporate social responsibility issues.

In particular its duties are to: 

  • prepare the Board’s discussions on the Group’s strategy;
  • express an opinion, for the benefit of the Executive Management, on proposed acquisitions or disposals of shareholdings of a value exceeding €50 million that do not come under the Board’s direct terms of reference;
  • give its opinion to the Executive Management on plans for significant changes to the Group’s legal or operational structure,
  • ensure that whistleblowing systems have been put in place within the Group and are functioning well;
  • review the report required under Article L.225-102-1 of the French Commercial Code in relation to corporate social responsibility;
  • examine the VINCI Group’s sustainability commitments with respect to the issues faced in its business activities and in achieving its objectives and ensure that matters relating to corporate social responsibility are taken into account in the Group’s strategy and its implementation.