Report of the Lead Director of the Board of Directors
Yannick Assouad, who serves as Lead Director of VINCI, hereby reports on the duties that were assigned to her in this capacity during the period from 1 January to 31 December 2023.
This report was prepared by Ms Assouad in liaison with the Company’s Legal Department and was submitted to the VINCI Board of Directors at its meeting of 7 February 2024.
1. Terms of reference for the Lead Director
The terms of reference for the Lead Director are described as follows in Article 2.5 of the internal rules of the Board of Directors in the version available on the Company’s website, www.vinci.com:
“The Lead Director has the following main duties:
- He or she serves as the primary point of contact for Board members on corporate governance matters.
- He or she may be contacted by shareholders with regard to corporate governance matters and maintains a dedicated email address for this purpose. He or she is also informed of any comments and suggestions from shareholders regarding corporate governance and ensures that the concerns they raise are addressed. The Lead Director makes himself or herself available to communicate with institutional shareholders and proxy advisers and reports to the Board on these contacts.
- He or she may be contacted about any conflict of interest involving a Board member or decide on his or her own to investigate a conflict of interest, if necessary. The Lead Director assists with the management of such conflicts of interest in accordance with Article 4.6.2 of these rules.
“To carry out his or her duties, the Lead Director has the following powers:
- He or she may request that any item be included on the agenda of a Board meeting.
- He or she may request at any time that the Chairman call a Board meeting to deliberate on a specific agenda, the Chairman being required to carry out this request.
- He or she chairs Board meetings in the absence of the Chairman.
- He or she serves as Chair of the Appointments and Corporate Governance Committee.
- He or she organises a meeting of Board members without any executive company officer being present once each year. This meeting is not considered a regular Board meeting, but a report on it is given at a formal Board meeting. The main purpose of this meeting is to enable Board members to speak about corporate governance matters as well as about the evaluation of the performance of the Executive Management, upon the recommendation of the relevant committees.
“To carry out these duties, the Lead Director can request the assistance of the Board Secretary at any time. The Lead Director reports to the shareholders on the performance of his or her duties at the Shareholders’ General Meeting.”
2. Activities of the Lead Director in the performance of the duties assigned to her by the Board of Directors
Over the course of the 2023 financial year, Ms Assouad chaired the Board meeting of 8 February 2023, which the Chairman and Chief Executive Officer did not attend, the aim of which was to evaluate the performance of the Executive Management.
In addition, Ms Assouad:
– organised and chaired three meetings of the Appointments and Corporate Governance Committee;
- had frequent contact with Board members;
- supervised the search process for two new Board members;
- took part in a number of meetings with the Chairman and Chief Executive Officer regarding the governance of the Company and the succession plan for the Chairman and Chief Executive Officer;
- participated in governance roadshows organised for French and foreign investors.
Ms Assouad will present her report to the shareholders on her activities during the 2023 financial year at the Shareholders’ General Meeting of 9 April 2024.
It should be noted that no actual or potential conflicts of interest were brought to her attention during the 2023 financial year.
As a result of her work, Ms Assouad concluded that the governing bodies functioned normally and satisfactorily in 2023. Consequently, she did not find it necessary to ask the Chairman to call a Board meeting to deliberate on a specific agenda.
