2024 Universal Registration Document

General and financial elements

The current division of responsibilities between the Company’s governance bodies and top management, as set forth in the Board’s internal rules, is as follows:

Board of Directors Chairman and Chief Executive Officer Lead Director
  • Appointments:
    • Appointments of the Chairman, the Chief Executive Officer, the Lead Director and any Deputy CEOs
    • Formation of Board committees
  • Strategy:
    • Prior approval of strategic choices
  • Investments:
    • Prior approval of strategic investments and material transactions relating to exposure in amounts greater than €200 million carried out by the parent company or its subsidiaries
    • Prior approval of all transactions referred to the Strategy and CSR Committee
    • Prior approval of all transactions outside the Company’s announced strategy
  • Appointments:
    • Appointments of the Chairman, the Chief Executive Officer, the Lead Director and any Deputy CEOs
    • Formation of Board committees
  • Strategy:
    • Prior approval of strategic choices
  • Investments:
    • Prior approval of strategic investments and material transactions relating to exposure in amounts greater than €200 million carried out by the parent company or its subsidiaries
    • Prior approval of all transactions referred to the Strategy and CSR Committee
    • Prior approval of all transactions outside the Company’s announced strategy

Chairman and Chief Executive Officer
  • Chairmanship of the Board:
    • –Organisation and supervision of the work of the Board
  • Executive Management:
    • –Implementation of decisions taken and guidelines issued by the Board
  • Operational management of the Group:
    • Appointments of senior executives of the Company and its main subsidiaries
    • Approval of material transactions carried out by the subsidiaries
  • Appointments:
    • Appointments of the Chairman, the Chief Executive Officer, the Lead Director and any Deputy CEOs
    • Formation of Board committees
  • Strategy:
    • Prior approval of strategic choices
  • Investments:
    • Prior approval of strategic investments and material transactions relating to exposure in amounts greater than €200 million carried out by the parent company or its subsidiaries
    • Prior approval of all transactions referred to the Strategy and CSR Committee
    • Prior approval of all transactions outside the Company’s announced strategy

Lead Director
  • Chairmanship of the Board in the absence of the Chairman
  • Chairmanship of the Appointments and Corporate Governance Committee
  • Management of any conflicts of interest
  • Liaison for Board members, shareholders and proxy advisers at the request of the Chairman and Chief Executive Officer
  • Organisation of meetings of the Board in the absence of any executive officer (executive sessions)
  • Possibility to request that a Board meeting be called by the Chairman
  • Possibility to request the addition of any item to the agenda of a Board meeting
2.2 Chairman and Chief Executive Officer

Xavier Huillard has served as both Chairman of the Board and Chief Executive Officer since 6 May 2010. The Board reappointed him to these two positions at its meeting of 12 April 2022, held immediately following the Shareholders’ General Meeting during which the shareholders voted to renew his term of office as Director.

The Chairman and Chief Executive Officer has the duties and responsibilities conferred by law.

He regularly presents the Group’s performance, outlook and strategy to the financial community, in particular through roadshows. Mr Huillard chairs both the Executive Committee and the Management and Coordination Committee. He also chairs the VINCI Risk Committee, with powers to delegate this function.

2.3 Organisation of VINCI’s Executive Management and corporate management structures

Xavier Huillard has formed the Executive Committee comprising the Group’s main operational and functional senior executives, which had 13 members at 6 February 2025. The information required under Article L.22-10-10 2° of the French Commercial Code on the means by which the Company aims to achieve gender balance at the highest executive levels is provided in paragraph 3.1.3.3, “Equal opportunities, the foundation for VINCI’s culture”, of the Sustainability report, page 249.

On 3 May 2024, Mr Huillard appointed Pierre Anjolras as Chief Operating Officer, which was the first step in the implementation of the succession plan for Mr Huillard in his role as VINCI’s Chief Executive Officer. As previously announced, Mr Huillard’s roles as Chairman and Chief Executive Officer will be separated with effect after the Shareholders’ General Meeting of 17 April 2025. The Board thus decided to propose the appointment of Mr Anjolras as Director at the next Shareholders’ General Meeting, and plans to appoint him as Chief Executive Officer following the meeting.

As VINCI’s Chief Operating Officer, Mr Anjolras currently oversees the Group’s operational activities pursued by its various businesses as well as the initiatives carried out on behalf of VINCI by the Leonard innovation and foresight platform, La Fabrique de la Cité, and Rêve de Scènes Urbaines.

Nicolas Notebaert, Chairman of VINCI Concessions, now supervises VINCI Autoroutes in his new position as Chief Executive Officer of Concessions at VINCI. In this role, he reports to Mr Anjolras.

Christian Labeyrie, who also serves as Executive Vice-President of VINCI, is the Group’s Chief Financial Officer. Apart from his leadership of the Group’s Finance Department, he oversees the activities of VINCI Assurances, VINCI Re, VINCI Immobilier and the Information Systems Department. In this role, he reports to Mr Huillard.

The Executive Committee approves and monitors the implementation of the Group’s cross-cutting policies, particularly in the areas of risk management, finance, human resources, safety, IT and insurance. It provides for frequent and regular exchanges on matters of importance relating to the Group’s activities. The Executive Committee met 20 times in 2024.

The Management and Coordination Committee is composed of the members of the Executive Committee, together with the key operational and functional senior executives of the Group’s main companies, and had 33 members at 6 February 2025. Its purpose is to ensure broad consultation on VINCI’s strategy, the challenges it faces and its development as well as on cross-cutting policies within the Group. The Management and Coordination Committee met four times in 2024.

2.4 Lead Director

At its meeting of 12 April 2022 held immediately after the Shareholders’ General Meeting, the Board reappointed Yannick Assouad to the position of Lead Director to which she had been named on 1 November 2018, for a further period lasting until the end of her term of office as Director at the close of the Shareholders’ General Meeting of 17 April 2025.

A resolution will be put to this meeting to renew Ms Assouad’s term of office as Director, but the Board will not be reappointing her as Lead Director since she will no longer officially meet the independence criteria recommended by the Afep-Medef code.

Given that Xavier Huillard will also not be able to officially meet the independence criteria recommended by the Afep-Medef code, the Board intends to appoint one of its independent members as its new Lead Director.