VINCI falls within the scope of application of the new Global Anti-Base Erosion Model Rules (GloBE Rules) and of the global minimum tax rate of 15% (Pillar Two) adopted by 140 OECD countries on 20 December 2021, as transposed into the French Tax Code through Article 33 of France’s Finance Law for 2024, via Council Directive (EU) 2022/2523 of 14 December 2022. These new rules came into force on 1 January 2024. After preparations that included determining the legal scope with respect to the new Pillar Two rules and identifying the data points required to carry out a country-by-country calculation of an effective tax rate, the VINCI Group has completed its country-by-country reporting (CbCR) and will benefit from the transitional safe harbour rules that will apply during the period from 1 January 2024 to 31 December 2026. Based on 2022 data and as estimated by the Group, the additional tax expense under these new rules is not material.
The Group has not applied early the following standards and amendments that could concern the Group and of which application was not mandatory at 1 January 2023:
A study of the impacts and practical consequences of applying these standards and amendments is under way. These texts do not contain any provisions that are contrary to the Group’s current accounting practices.
Law 2023-270 on the reform of French social security financing, which was enacted on 15 April 2023, gradually increases the statutory retirement age in France from 1 September 2023, so that it will reach 64 in 2030, and accelerates the application of the 2014 Touraine law by increasing the contribution period to 43 years from 2027 instead of 2035. The impact of this change to the pension system is not material and was recognised by the Group in the second half of 2023.
In accordance with IFRS 10, companies in which the Group holds, whether directly or indirectly, the majority of voting rights in shareholders’ general meetings, in the boards of directors or in the equivalent management bodies, giving it the power to direct their operational and financial policies, are deemed to be controlled and are fully consolidated. To determine control, VINCI carries out an in-depth analysis of the established governance arrangements and of the rights held by other shareholders.
Where necessary, an analysis is performed in relation to instruments held by the Group or by third parties (potential voting rights, dilutive instruments, convertible instruments, etc.) that, if exercised, could alter the type of influence exerted by each party. For some infrastructure project companies operating under public-private partnership (PPP) contracts and in which VINCI is not the only capital investor, in addition to the analysis of the governance arrangements with each partner, the Group may look at the characteristics of subcontracting contracts to check that they do not confer additional powers that could lead to a situation of de facto control. This generally concerns construction contracts and contracts to operate/maintain concession assets. An analysis is performed if a specific event takes place that may affect the level of control exerted by the Group, such as a change in an entity’s ownership structure or governance, or the exercise of a dilutive financial instrument.
In accordance with IFRS 11, the Group’s joint arrangements fall into two categories (joint operations and joint ventures) depending on the nature of the rights and obligations held by each party. Classification is generally determined by the legal form of the project vehicle. The Group has joint control over all of these joint arrangements.
Joint operations: most joint arrangements in the VINCI Energies and VINCI Construction business lines are joint operations because of the legal form of the vehicles used. In France, for example, parties generally use sociétés en participation (SEPs) to contractualise their joint works activities. In some situations, where the facts and circumstances show that a company’s activities involve providing services to the parties to the joint arrangement, it is regarded as a joint operation even where the vehicle’s legal form does not establish transparency between the joint operators’ assets and those of the joint arrangement. In that situation, the parties have the rights to substantially all of the economic benefits associated with the company’s assets, and will settle its liabilities. Within the VINCI Group, this situation concerns certain entities created specifically to carry out construction projects and certain coating plants held and used by VINCI Construction in its road infrastructure construction and renovation activities. The Group therefore consolidates the revenues, expenses, assets and liabilities relating to its interests in each joint operation as per the standards applicable to it, in accordance with IFRS 11.
Joint ventures: property development joint arrangements contractualised in France in the form ofsociétés civiles de construction vente (SCCVs) are joint ventures under IFRS 11 and therefore accounted for under the equity method. The same is true of the Group’s other joint arrangements taking place through an entity with legal personality and whose production is not intended solely for the parties to the joint arrangement.
Associates are entities over which the Group exerts significant influence. They are accounted for under the equity method in accordance with IAS 28. Significant influence is presumed where the Group’s stake is more than or equal to 20%. However, it may arise where the ownership interest is lower, particularly where the Group is represented on the board of directors or any equivalent governance body, and therefore takes part in determining the entity’s operational and financial policies and strategy. This applies mainly to the Group’s stake in DEME.
The holding company of London Gatwick airport and those of the Mexican airport operator OMA have material non-controlling interests (49.99% and 70.01% respectively). The information required by IFRS 12 regarding non-controlling interests is provided in Note I.23.5, “Non-controlling interests”. VINCI does not own any interest in structured entities as defined by IFRS 12.
