2023 UNIVERSAL REGISTRATION DOCUMENT

4. Company officers’ remuneration and interests

With respect to corporate governance, the Appointments and Corporate Governance Committee:

  • verifies adherence to the rules of corporate governance and ensures that the recommendations of the Afep-Medef code are being followed, while also making sure that any departures from this code are justified, particularly in the chapter of the Universal Registration Document dedicated to corporate governance;
  • supervises the process for the assessment of the work of the Board;
  • prepares the Board’s discussions on the assessment of the Company’s Executive Management in consultation with the Remuneration Committee;
  • reviews the independence of serving Board members each year.
Activities in 2023

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

Main focus areas Subjects addressed by the Appointments and Corporate Governance Committee in 2023
Managerial performance of the Chairman and Chief Executive Officer Managerial performance of the Chairman and Chief Executive OfficerSubjects addressed by the Appointments and Corporate Governance Committee in 2023
  • Assessment of VINCI’s Executive Management with regard to the managerial criteria adopted for 2022
  • Performance of this assessment of VINCI’s Executive Management together with the Remuneration Committee
  • Joint determination with the Remuneration Committee of the criteria applicable for the evaluation of the Chairman and Chief Executive Officer’s managerial performance in 2023
Board of Directors Board of DirectorsSubjects addressed by the Appointments and Corporate Governance Committee in 2023
  • Evaluation of each Board member with regard to the independence criteria of the Afep-Medef code
  • Review of Board members whose terms of office were to end in 2023 and 2024
  • Report on the candidates for the position of director representing employee shareholders and reminder of the appointment procedure to be followed
  • Report on the candidates put forward by an independent recruitment firm hired to assist with the selection of two director candidates
  • Proposal relating to the membership of the Board’s specialised committees following the Shareholders’ General Meeting
Report on corporate governance Report on corporate governanceSubjects addressed by the Appointments and Corporate Governance Committee in 2023
  • Review of chapter C of the Report of the Board of Directors, “Report on corporate governance”, included in the 2022 Universal Registration Document
Succession plans Succession plansSubjects addressed by the Appointments and Corporate Governance Committee in 2023
  • Updates on the succession process for the Chairman and Chief Executive Officer
Internal rules Internal rulesSubjects addressed by the Appointments and Corporate Governance Committee in 2023
  • Review of amendments to be made to the Board’s internal rules
Other OtherSubjects addressed by the Appointments and Corporate Governance Committee in 2023
  • Update on the policy for managing the VINCI Group’s senior managerial staff
3.5 Assessment of the composition and functioning of the Board

The Board’s internal rules require that the agenda of one of its meetings each year include a discussion on the functioning of the Board with the aim of improving its effectiveness. In addition, a formal assessment of the Board must be carried out once every three years, with the assistance of an outside consultant or firm of consultants.

In accordance with these rules, an informal meeting of the Board, without the executive company officer being present, is organised each year by the Lead Director. Its aim is to allow directors to express themselves freely on all subjects relating to corporate governance procedures as well as the Board’s internal procedures. It also offers the opportunity to discuss the evaluation of the Executive Management’s performance before the Board is called upon to approve the executive company officer’s remuneration. The last meeting of this type was held on 7 February 2024. Prior to this meeting, an open-ended questionnaire was sent to each director to encourage them to share their observations on the functioning of the Board and of its committees as well as their ideas for improvements. Prepared by the Company and approved by the Lead Director, the questions touched on the documentation provided to the Board and its committees, the conduct of Board meetings and the organisation of corporate governance. In addition, the directors were asked to take part in the preparation of the table covering their areas of expertise shown in paragraph 3.1.2, page 138.

All members of the Board of Directors responded to the questionnaire. On the whole, the directors indicated that they were satisfied with the functioning of the Board. They brought up several areas for improvement and expressed a need for training or additional information on certain topics relating in particular to the energy and digital transitions.

The Lead Director also reported at this meeting on the work being carried out jointly by the Remuneration Committee and the Appointments and Corporate Governance Committee on the evaluation of the Executive Management’s performance, mainly in relation to the non-financial indicators used to determine the variable component of the executive company officer’s remuneration. These findings were discussed and then approved.

The most recent formal assessment process provided for by the Board’s internal rules was carried out at the end of 2022 with the assistance of an independent consultancy, whose selection had been validated by the Appointments and Corporate Governance Committee. To this end, the consultants sent the directors a detailed questionnaire to gain their perspective on the conditions for the preparation, organisation and conduct of Board meetings as well as the topics covered in these meetings. Interviews were then held with each director, during which these subjects were discussed. The consultants presented the results of their assessment first to the Appointments and Corporate Governance Committee and then to a formal meeting of the Board. This assessment (see the discussion in the 2022 Universal Registration Document, page 152) found that the directors were satisfied overall with the functioning of the Board and its committees, the range of expertise offered by its members, and the organisation of corporate governance. With respect to the management of succession plans, they expressed the wish for more direct participation in the process by the Board as the transition dates draw closer. This suggestion was taken into account and the members of the Appointments and Corporate Governance Committee are now deeply involved in these matters.