2024 Universal Registration Document

General and financial elements

Main areas of oversight Board activities in 2024
Review of the financial statements and day-to-day management Review of the financial statements and day-to-day management

Board activities in 2024
  • Acknowledged and approved the consolidated and parent company financial statements for the year ended 31 December 2023 as well as the consolidated and parent company financial statements for the six months ended 30 June 2024, reviewed the related press releases, examined the reports of the Statutory Auditors relating to these financial statements, and reviewed the 2024 budget forecasts and the 2025 budget
  • Approved the terms of the various reports to shareholders, including the Report of the Board of Directors (which contained the Report on corporate governance), prepared and convened the Shareholders’ General Meeting of 9 April 2024, approved its agenda and the resolutions submitted for shareholder approval
  • Acknowledged the work done by the Audit Committee
  • Regularly examined the Group’s business activities, ongoing developments, financial situation and indebtedness
  • Decided on the payment of the dividend in respect of 2023 and the interim dividend in respect of 2024
  • Approved the 2023 tax transparency report
  • Received information on the amendment and extension of VINCI SA’s revolving credit facility
  • Received information on changes in the share capital and on the implementation of the share buy-back programme
  • Decided to reduce the share capital on two occasions by cancelling a total of 13,803,182 treasury shares
  • Approved the renewal of the Chairman and Chief Executive Officer’s powers regarding guarantees and collateral as well as the implementation of the share buy-back programme
  • Renewed the delegation of authority to the Chairman and Chief Executive Officer as well as the Executive Vice-President and Chief Financial Officer to issue bonds and was informed of the use of this delegation
  • Received information in conjunction with the preparation of the interim and annual financial statements identifying financial difficulties experienced by companies in order to prevent insolvency
  • Acknowledged and approved the report on payments to government authorities made by VINCI subsidiaries with respect to their mining and quarrying activities
Corporate governance Corporate governance

Board activities in 2024
  • Acknowledged the work done by the Appointments and Corporate Governance Committee
  • Evaluated the independence of the Board’s members with regard to the criteria of the Afep-Medef code and submitted the appointment of two directors for shareholder approval at the Shareholders’ General Meeting
  • Confirmed the continued application of the system of governance in which the roles of Chairman of the Board and Chief Executive Officer are combined, with Mr Huillard serving in both of these positions
  • As part of the succession process for the Chief Executive Officer, unanimously approved the appointment by Xavier Huillard of Pierre Anjolras as Chief Operating Officer
Remuneration Remuneration

Board activities in 2024
  • Acknowledged the work done by the Remuneration Committee
  • Set Mr Huillard’s variable remuneration for financial year 2023 and established the remuneration policy for the Chairman and Chief Executive Officer for 2024
  • Acknowledged and approved the “Company officers’ remuneration and interests” section of the 2023 Universal Registration Document
  • Defined the performance conditions applicable to the long-term incentive plans to be put in place beginning in 2024
  • Decided to set up a performance share plan for the Group’s employees for awards granted under the twenty-fourth resolution passed at the Shareholders’ General Meeting of 13 April 2023, as well as a long-term incentive plan for the Chairman and Chief Executive Officer
  • Approved the vesting percentages under the performance share and long-term incentive plans set up on 8 April 2021
Employee savings plans Employee savings plans

Board activities in 2024
  • Set the subscription price of shares to be issued under the Group savings plan in France for the periods from 1 May to 31 August 2024, from 1 September to 31 December 2024 and from 1 January to 30 April 2025
  • Acknowledged a proposal for a new international employee share ownership plan for 2025 and granted delegations of authority to set the subscription price as well as the definitive start and end dates for the subscription period in each country concerned
  • Reaffirmed, subsequent to the Shareholders’ General Meeting, the decisions previously taken by the Board relating to the Castor France and Castor International 2024 company mutual funds
  • Acknowledged the results of the employee share ownership programme offered in 2024 to employees of VINCI’s foreign subsidiaries in connection with the Group savings plan outside France
Strategy and CSR

Strategy and CSR

Board activities in 2024
  • Acknowledged the work done by the Strategy and CSR Committee, whose meetings are open to all Board members
  • Received regular updates on the process for CSRD implementation within the Group and the preparation of the corresponding Sustainability report
Other

Other

Board activities in 2024
  • Responded to questions submitted in writing by shareholders prior to the Shareholders’ General Meeting of 9 April 2024
  • Received information on the schedule of meetings of the Board and its committees for 2024 and 2025

All of the Board’s ordinary meetings held in person provided the opportunity for discussions between the directors and the members of the Executive Committee.

A Board meeting in the absence of the executive officer was held on 7 February 2024, in particular to evaluate his performance and discuss governance.

One of the Board meetings took place in Canada. In conjunction with this meeting, the Board members received a detailed presentation on the Group’s activities in North America.

3.4.2 Board committees

The Board has four specialised committees:

  • the Audit Committee;
  • the Strategy and CSR Committee;
  • the Appointments and Corporate Governance Committee; and
  • the Remuneration Committee.

The role of the committees is to prepare and provide support for decision-making processes in their respective areas of specialisation. The responsibilities and modus operandi of the committees are governed by the Board’s internal rules. Each committee has consultative powers and acts under the authority of the Board, of which it is an extension and to which it is accountable. Minutes of each committee meeting are drawn up and circulated to the members of the Board.

Each committee may enlist the services of outside consultants to perform technical analyses concerning matters within their remit, at the Company’s expense and after sending notification of this decision to the Chairman and Chief Executive Officer. Each committee is also entitled to invite any experts or other knowledgeable parties to attend its meetings and offer their insights, as necessary.

At the close of the Shareholders’ General Meeting of 17 April 2025, if the resolutions relating to the renewal of a director’s term of office and the appointment of three new directors are passed, the Board of Directors will adjust the membership of its committees in order to remain in compliance with the recommendations of the Afep-Medef code.