2023 UNIVERSAL REGISTRATION DOCUMENT

General and financial elements

In addition, this committee is kept informed by the Executive Management of progress made on proposed multi-year contracts involving a total investment by the VINCI Group in equity and debt of more than €100 million.

Activities in 2023

Given the decision by the Board of Directors to focus greater efforts on monitoring the adoption of procedures to promote the efficient management of CSR issues, VINCI’s Executive Management has established a work programme including a systematic review of all related topics (ethics, environment, civic engagement, occupational safety, diversity, employability, sharing the benefits of company growth), the associated commitments enshrined in the VINCI Manifesto, and how the latter are being implemented in the Group’s business lines, which is coordinated by the Strategy and CSR Committee. This committee’s meetings are open to all members of the Board of Directors, at which they receive presentations covering the expected outcomes as laid down by regulations and communicated by stakeholders, the targets set by the Group for each business line and the progress made. This approach gives all Board members access to full and up-to-date information on specific areas of CSR as they relate to the Group’s business lines and their material issues, but also on the ways in which actions and initiatives are put in place across the Group.

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

Main focus areas Subjects addressed by the Strategy and CSR Committee in 2023
Acquisition projects Acquisition projectsSubjects addressed by the Strategy and CSR Committee in 2023
  • Review of an acquisition opportunity for VINCI Energies
Opportunities for concessions Opportunities for concessionsSubjects addressed by the Strategy and CSR Committee in 2023
  • Review of seven PPP projects for Cobra IS and VINCI Concessions
  • Review of a project to increase the stake held in a motorway concession company in Europe
  • Review of a project to extend an airport concession
  • Review of three new airport concession opportunities
Environment EnvironmentSubjects addressed by the Strategy and CSR Committee in 2023

Review of progress in delivering on the Group’s environmental ambition
Workforce-related and social Workforce-related and socialSubjects addressed by the Strategy and CSR Committee in 2023
  • Review of vigilance measures implemented with regard to regulatory and human rights risks, including a progress report on the monitoring and audit system in place as well as current training materials on human rights issues
  • Review of initiatives taken to help ensure sustainable employability for the Group’s employees
  • Review of measures in place to help share the benefits of VINCI’s performance through the Group savings plan, including the tools implemented in France and around the world
  • Review of procedures implemented to reduce the risk of workplace accidents; presentation of the 10-year trend in workplace accident frequency and severity rates, the strategy implemented to improve occupational safety measures, training initiatives put in place at Group level, action plans implemented
  • Review of measures to promote diversity as well as inclusion and solidarity initiatives across the Group, in particular the resources mobilised by the Fondation VINCI pour la Cité
Ethics and compliance Ethics and complianceSubjects addressed by the Strategy and CSR Committee in 2023
  • Presentation of risks associated with competition law violations, through training actions organised by the business lines and e-learning modules put in place by VINCI SA
  • Progress report on the Group’s duty of vigilance plan and the mapping of risks

For the purposes of this work, interviews were conducted with the following individuals: senior executives of VINCI Concessions, Cobra IS and VINCI Energies along with their respective teams; the Vice-President for Business Development; the Vice-President for Human Resources and her teams; the Vice-President for the Environment; the General Counsel; the Chief Ethics and Vigilance Officer; and the Director of Corporate Social Responsibility.

Remuneration 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

4

 Membership at 31 December 2023
  • Marie-Christine Lombard (Chair)
  • Graziella Gavezotti
  • René Medori
  • Roberto Migliardi (representing employees)
 Proportion of independent directors

100% (excluding the Director representing employees) 

 Number of meetings held in 2023

3

 Average attendance rate in 2023

100%

Composition

In accordance with the Board’s internal rules, the Remuneration Committee comprises at least three directors designated by the Board. From 12 April 2022 until 13 April 2023, this committee had the following members: Marie-Christine Lombard (Chair), Graziella Gavezotti, Roberto Migliardi and Pascale Sourisse. Since 13 April 2023, its membership has been as follows: Marie-Christine Lombard (Chair), Graziella Gavezotti, René Medori and Roberto Migliardi.

With the exception of Mr Migliardi, one of the two Directors representing employees, all of this committee’s members are considered independent by the Board.

The Vice-President responsible for Human Resources attends the meetings of this committee. The Chairman and Chief Executive Officer also attends these meetings except when the committee examines questions relating personally to him. The Board Secretary acts as secretary to this committee.