VINCI’s Report on corporate governance is prepared in accordance with the provisions of the last paragraph of Article L.225-37 of the French Commercial Code. This report was approved by the Board of Directors (hereinafter the “Board”) of VINCI SA (hereinafter “VINCI” or the “Company”) at its meeting of 6 February 2025. It was written by the Group’s Legal Department following discussions with all the individuals mentioned herein, in particular the Chief Executive Officer and the Board members, as well as representatives of the Company’s functional departments with access to elements of information necessary for its preparation. It was reviewed by the Appointments and Corporate Governance Committee and the Remuneration Committee.
The Board has opted to refer to the recommendations of the Afep-Medef code, which may be viewed on the Afep website (https://afep. com/publications/code-de-gouvernement-dentreprise-des-societes-cotees/).
At the date of this report, the Company’s practices are compliant with the recommendations of the Afep-Medef code.
The Board has adopted internal rules, which cover the organisational and operating procedures of the Board and its committees, the respective responsibilities and powers of the Board, the Chairman and Chief Executive Officer, and the Lead Director, as well as the rights and obligations of Board members, and in particular their right to information, their access to executives and the rules relating to the management of possible conflicts of interest. The Board’s internal rules are updated on a regular basis. The last such update entered into effect on 8 February 2023. The internal rules may be accessed in their entirety on the Company’s website (www.vinci.com).
The general approach to VINCI’s corporate governance is structured at two levels, that of the parent company VINCI SA and that of its subsidiaries organised into business lines, as befits the Group’s decentralised model. This model is the one best suited to guarantee the Group’s performance, given its companies’ local roots, the range of business activities represented and the granular nature of its operational organisation.
As the consolidating entity for all Group operations, the role of the parent company is to establish general guidelines shared across the Group to instil and reinforce its core values and culture, while ensuring compliance with the many legal and regulatory provisions pertaining to its activities.
The parent company’s governance is based on interactions between three governing bodies: the Group’s Executive Management, the Board of Directors and the Shareholders’ General Meeting.
The Board of Directors has the duties and responsibilities laid down in law as well as those set forth in its internal rules, all of which are exercised through its ordinary meetings and its extraordinary meetings (convened as necessary) as well as the activities of its specialised committees. The Board’s proceedings are organised by its Chairman and those of its specialised committees by their respective chairs.
More specifically, the Board of Directors examines all commitments to be entered into by VINCI SA as well as those to be entered into by the Group’s subsidiaries that would involve strategic developments or financial commitments exceeding certain materiality thresholds, in accordance with its internal rules.
To this end, the Board has set up four specialised committees. The roles of the Audit Committee, the Appointments and Corporate Governance Committee and the Remuneration Committee are to prepare the Board’s decisions relating to their areas of responsibility, while that of the Strategy and CSR Committee (whose meetings are open to all directors) is to provide Board members with full information on matters relating to (i) corporate social responsibility as identified in the VINCI Manifesto and (ii) the Group’s strategy adopted on the whole or with respect to investment projects that are significant, yet do not meet the materiality threshold requiring a formal decision by the Board under its internal rules.
The Group’s activities pertaining to operations are spearheaded by its subsidiaries organised into business lines, which are overseen by their own governing bodies. The Group’s Executive Management, which is led by Xavier Huillard as Chief Executive Officer, exercises its authority with the support of the Group’s internal control teams.
Mr Huillard, who also serves as Chairman of the Board, works with the Lead Director of the Board to ensure that the Board is able to fully exercise the duties and responsibilities falling within its area of competence, and particularly those relating to financial policy, strategy, image and reputation, at the same time ensuring that all aspects of the Group’s corporate social responsibility are being addressed.
The organisational approach to the governance of VINCI SA, and in particular the decision to combine or separate the roles of Chairman and Chief Executive Officer, is a regular topic of discussion at Board meetings and during external assessments of the Board, carried out with the assistance of independent consultants every three years. It guarantees that directors are kept properly informed and allows for the efficient preparation of the decisions they are asked to consider as part of the Board’s procedures. In connection with the succession process for the Chairman and Chief Executive Officer, the Board has confirmed its decision to separate these two roles after the 2025 Shareholders’ General Meeting.
