In line with the recommendations of the Afep-Medef code, the criteria to be taken into account by the Board are as follows:
| Article of the Afep-Medef code | Criteria |
|---|---|
| 10.5.1 | 10.5.1 Criteria Not being, and not having been at any time over the last five years, an employee or executive officer of the company, nor an employee, executive officer or director of any entity consolidated by the company, nor an employee, executive officer or director of the company’s parent company or of any other entity consolidated by this parent company |
| 10.5.2 | 10.5.2 Criteria Not having been an executive officer of an entity in which the company serves, either directly or indirectly, as director or in which an employee designated as such or an executive officer of the company currently serves or has served at any time over the last five years as director |
| 10.5.3 | 10.5.3 Criteria Not being a customer, supplier, investment banker, merchant banker or consultant that is material for the company or its group, or for which the company or its group represents a significant part of its business |
| 10.5.4 | 10.5.4 Criteria Having no close family ties with a company officer |
| 10.5.5 | 10.5.5 Criteria Not having acted as statutory auditor for the company at any time over the last five years |
| 10.5.6 | 10.5.6 Criteria Not having served as a director of the company for more than 12 years |
| 10.6 | 10.6 Criteria Not being eligible to receive variable remuneration tied to performance in cash or securities from the company or its group if serving as a non-executive officer |
| 10.7 | 10.7 Criteria Not being a representative of a shareholder holding more than 10% of the company’s share capital or voting rights |
In evaluating the independence of its members with respect to the criteria of Article 10.5.3, the Board took into account the material or non-material nature of the business relationships being examined, the particular circumstances of each director at the company in question in view of these relationships and the amount of sales or purchases involved, in absolute as well as relative terms.
The table below provides information on the determinations reached by the Board regarding the independence of each of its members:
| Xavier Huillard | Mr Huillard is Chairman and Chief Executive Officer of VINCI. | Non Independent |
|---|---|---|
| Yannick Assouad | Yannick Assouad Mr Huillard is Chairman and Chief Executive Officer of VINCI. Ms Assouad is Lead Director of VINCI. She has had executive management responsibilities at the Thales group since July 2020. Certain VINCI subsidiaries have business relationships with the Thales group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. |
Yannick Assouad Non Independent Independent |
| Carlos F. Aguilar | Carlos F. Aguilar Mr Huillard is Chairman and Chief Executive Officer of VINCI. Mr Aguilar is President and Chief Executive Officer of Old Hundred Road LLC. This entity does not have business relationships with the VINCI Group. |
Carlos F. Aguilar Non Independent Independent |
| Benoit Bazin | Benoit Bazin Mr Huillard is Chairman and Chief Executive Officer of VINCI. Mr Bazin is Chairman and Chief Executive Officer of Saint-Gobain. Certain VINCI subsidiaries have business relationships with the Saint-Gobain group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. |
Benoit Bazin Non Independent Independent |
| Graziella Gavezotti | Graziella Gavezotti Mr Huillard is Chairman and Chief Executive Officer of VINCI. Ms Gavezotti serves on the Board of Directors of Edenred SE. She previously had executive management responsibilities for Southern Europe at Edenred. Certain VINCI subsidiaries have business relationships with the Edenred group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. |
Graziella Gavezotti Non Independent Independent |
| Caroline Grégoire Sainte Marie | Caroline Grégoire Sainte Marie Mr Huillard is Chairman and Chief Executive Officer of VINCI. Ms Grégoire Sainte Marie is a company director and serves in this capacity at companies that may have business relationships with entities of the VINCI Group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. |
Caroline Grégoire Sainte Marie Non Independent Independent |
| Claude Laruelle | Claude Laruelle Mr Huillard is Chairman and Chief Executive Officer of VINCI. Mr Laruelle was Deputy Chief Executive Officer, Finance, Digital and Purchasing at Veolia until September 2024. Certain VINCI subsidiaries have business relationships with the Veolia group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. |
Claude Laruelle Non Independent Independent |
| Marie-Christine Lombard | Marie-Christine Lombard Mr Huillard is Chairman and Chief Executive Officer of VINCI. Ms Lombard is Chairman of the Executive Board of Geodis. Certain VINCI subsidiaries have business relationships with the Geodis group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. |
Marie-Christine Lombard Non Independent Independent |
| M. René Medori | M. René Medori Mr Huillard is Chairman and Chief Executive Officer of VINCI. Mr Medori is Non-executive Chairman of Petrofac Ltd. This entity does not have business relationships with the VINCI Group. |
M. René Medori Non Independent Independent |
| Mme Annette Messemer | Mme Annette Messemer Mr Huillard is Chairman and Chief Executive Officer of VINCI. Ms Messemer is a company director and serves in this capacity at companies that may have business relationships with entities of the VINCI Group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. |
Mme Annette Messemer Non Independent Independent |
| Roberto Migliardi | Roberto Migliardi Mr Huillard is Chairman and Chief Executive Officer of VINCI. Mr Migliardi is one of the two Directors representing employees. |
Roberto Migliardi Non Independent Not independent |
| Dominique Muller | Dominique Muller Mr Huillard is Chairman and Chief Executive Officer of VINCI. Ms Muller is the Director representing employee shareholders, who hold units of the Castor company mutual fund that is mainly invested in VINCI shares. |
Dominique Muller Non Independent Non Independent |
| Alain Saïd | Alain Saïd Mr Huillard is Chairman and Chief Executive Officer of VINCI. Mr Saïd is one of the two Directors representing employees. |
Alain Saïd Non Independent Not independent |
