2024 Universal Registration Document

Activities in 2024

The table below presents the main focus areas and subjects addressed by the Audit Committee during the year.

Main areas of oversight	Subjects addressed by the Audit Committee in 2024
Process of compiling accounting and financial information	Process of compiling accounting and financial information Subjects addressed by the Audit Committee in 2024 Review of the Group’s parent company and consolidated financial statements prepared during the year as well as the drafts of the related press releases Presentation of budgets and budget updates Review of the Group’s cash positions and financial debt Review of the Group’s financial strategy and ongoing or completed financial transactions Presentation of the Group’s tax policy and the draft version of the tax transparency report Information provided on the implementation of the procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis
Process of compiling sustainability information	Process of compiling sustainability information Subjects addressed by the Audit Committee in 2024 Presentation of the approach to CSRD implementation within the Group and the draft version of the 2024 Sustainability report
Effectiveness of the Group’s internal control and risk management systems	Effectiveness of the Group’s internal control and risk management systems Subjects addressed by the Audit Committee in 2024 Presentation on the Group’s internal audit organisation as well as the structure, tasks and missions of the central team Analysis of the results of the annual self-assessment of internal control performed in 2024 Presentation on the internal control and risk management systems in place at VINCI Energies Presentation of the annual internal control reports for 2024 issued by the business lines and divisions Post-mortem review of difficult contracts Presentation of the “Risk factors and management procedures” chapter of the Report of the Board of Directors Review of ongoing disputes and litigation Participation in the update of the Group’s risk mapping exercise, including social and environmental risks Presentation of the activities carried out in 2023 by VINCI SA’s Internal Audit Department, the 2024 audit programme and its updates Progress report on the audits scheduled in 2024 under the internal audit programme Review of off-balance sheet commitments at 31 December 2023 and 30 June 2024
Statutory auditing of the parent company and consolidated financial statements, statutory auditing of sustainability information, and review of the Statutory Auditors’ independence	Statutory auditing of the parent company and consolidated financial statements, statutory auditing of sustainability information, and review of the Statutory Auditors’ independence Subjects addressed by the Audit Committee in 2024 Discussions with the Statutory Auditors and review of their conclusions Monitoring of compliance with legal and regulatory obligations concerning accounting and financial information Update of the charter relating to the services that may be assigned to the Statutory Auditors as well as the approval rules applied by the Audit Committee Recommendations for the selection of auditors, who may or may not be chosen from among the Group’s Statutory Auditors, to take charge of the certification of its Sustainability report Presentation of the external audit approach within the VINCI Group
Insurance	Insurance Subjects addressed by the Audit Committee in 2024 Report on current developments in the corporate risk insurance market Presentation of VINCI’s policy in respect of insurance and the Group’s insurance programme arranged by VINCI SA on behalf of all Group companies and by VINCI Re, the Group’s captive reinsurance subsidiary

For the purposes of this work, the following executives were interviewed: the Executive Vice-President and Chief Financial Officer; the Director of Cash Management, Financing and Tax Matters; the Vice-President for Corporate Controlling and Accounting; the Chief Audit Officer; the General Counsel; the Vice-President for the Environment; the Director of Corporate Social Responsibility; the Chief Ethics and Vigilance Officer; the Chief Financial Officer of VINCI Energies; and the Statutory Auditors. During their presentation, the Statutory Auditors emphasised the important points relating to their assignment.

Strategy and CSR Committee

Number of directors	Membership at 31 December 2024	Proportion of independent directors	Number of meetings held in 2024	Average attendance rate in 2024
Number of directors 5	Membership at 31 December 2024 Benoit Bazin (Chair) Carlos F. Aguilar Annette Messemer Dominique Muller (representing employee shareholders) Alain Saïd (representing employees)	Proportion of independent directors 100% (excluding the Director representing employees and the Director representing employee shareholders)	Number of meetings held in 2024 9	Average attendance rate in 2024 For directors who were permanent members of this committee: 90% For all directors, including those who were not permanent members of this committee: 88.5%

Composition

In accordance with the Board’s internal rules, the Strategy and CSR Committee comprises at least three directors designated by the Board. From 13 April 2023 until 10 June 2024, this committee’s membership was as follows: Benoit Bazin (Chair), Carlos F. Aguilar, Annette Messemer, Dominique Muller, Alain Saïd and the permanent representative of Qatar Holding LLC. Since 10 June 2024, its membership has been as follows: Benoit Bazin (Chair), Carlos F. Aguilar, Annette Messemer, Dominique Muller and Alain Saïd.

All Board members who wish to do so may attend the Strategy and CSR Committee’s meetings, with voting rights. Before each meeting, a dossier on the items to be discussed is sent to all directors.

VINCI’s Chairman and Chief Executive Officer, its Chief Operating Officer following his appointment, its Executive Vice-President and Chief Financial Officer, and its Vice-President for Business Development attend the meetings of the Strategy and CSR Committee. The Board Secretary acts as secretary to this committee.

Responsibilities

The Strategy and CSR Committee helps the Board review the Group’s overall strategy. In advance of their presentation to the Board, it examines multi-year contracts implying an investment on the part of the Group, strategic investments and all transactions, including acquisitions and disposals, with the potential to have a material impact on the Group’s scope of consolidation, business activities, risk profile, earnings or balance sheet or on the Company’s stock market valuation. It also monitors all corporate social responsibility issues. In particular its duties are to:

prepare the Board’s discussions on the Group’s strategy;
express an opinion, for the benefit of the Executive Management, on proposed acquisitions or disposals of shareholdings of a value exceeding €50 million that do not come under the Board’s direct terms of reference;
give its opinion to the Executive Management on plans for significant changes to the Group’s legal or operational structure;
ensure that matters relating to social and environmental responsibility are taken into account in the Group’s strategy and its implementation;
ensure that whistleblowing systems have been put in place within the Group and are functioning well;
review the report required under Article L.225-102-1 of the French Commercial Code in relation to corporate social responsibility;
examine the VINCI Group’s sustainability commitments with respect to the issues faced in its business activities and in achieving its objectives.

2024 Universal Registration Document

General and financial elements