2024 Universal Registration Document

General and financial elements

In addition, this committee is kept informed by the Executive Management of progress made on proposed multi-year contracts involving a total investment by the VINCI Group in equity and debt of more than €100 million.

Activities in 2024

Given the decision by the Board of Directors to focus greater efforts on monitoring the adoption of procedures to promote the efficient management of CSR issues, VINCI’s Executive Management has established a work programme including a systematic review of all related topics (ethics, environment, civic engagement, occupational safety, diversity, employability, sharing the benefits of company growth), the associated commitments enshrined in the VINCI Manifesto, and how the latter are being implemented in the Group’s business lines, which is coordinated by the Strategy and CSR Committee. This committee’s meetings are open to all members of the Board of Directors, at which they receive presentations covering the expected outcomes as laid down by regulations and communicated by stakeholders, the targets set by the Group for each business line and the progress made. This approach gives all Board members access to full and up-to-date information on specific areas of CSR as they relate to the Group’s business lines and their material issues, but also on the ways in which actions and initiatives are put in place across the Group.

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

Main areas of oversight Subjects addressed by the Strategy and CSR Committee in 2024
Acquisition projects

Acquisition projects

Subjects addressed by the Strategy and CSR Committee in 2024
  • Review of three acquisitions proposed by VINCI Energies
  • Review of two acquisitions proposed by VINCI Construction
  • Review of one acquisition proposed by VINCI Concessions
Opportunities for concessions and public-private partnerships (PPPs)

Opportunities for concessions and

public-private

partnerships (PPPs)

Subjects addressed by the Strategy and CSR Committee in 2024
  • Review of two airport concession opportunities
  • Review of the proposed acquisition of a stake in an airport concession
  • Review of two motorway concession opportunities
  • Review of the proposed acquisition of a stake in a motorway concession
  • Review of the proposed acquisition of a motorway concession
  • Review of a proposal to acquire a larger stake in a motorway concession company
  • Review of a proposal to acquire a larger stake in a railway concession company
  • Review of a proposed renewal of a stadium concession
  • Review of two public-private partnership opportunities
Environment

Environment

Subjects addressed by the Strategy and CSR Committee in 2024

Review of the actions taken to deliver on the Group’s environmental ambition
Workforce-related and social

Workforce-related and social

Subjects addressed by the Strategy and CSR Committee in 2024
  • Review of the measures put in place to reduce the risk of workplace accidents in line with the Group’s zero accident objective; presentation of workplace accident frequency and severity rates, the strategy implemented to improve safety measures, training initiatives and action plans put in place; presentation of the measures and initiatives of certain Group businesses
  • Review of vigilance measures implemented with regard to regulatory and human rights risks, including progress reports on the monitoring and audit system, the Group’s duty of vigilance plan and the related mapping of risks, and presentation of the actions taken and their effectiveness
  • Presentation of recent developments regarding the complaint filed by the NGO Sherpa in relation to the Group’s activities in Qatar
  • Review of measures in place to help share the benefits of VINCI’s performance through the Group’s employee share ownership plans
  • Review of measures to promote diversity across the Group; presentation of actions to advance gender diversity, support intergenerational dynamics and the training of younger generations, and encourage inclusion; presentation of solidarity initiatives led by the Group, particularly to develop apprenticeships
Ethics and compliance

Ethics and compliance

Subjects addressed by the Strategy and CSR Committee in 2024

Review of the deployment and monitoring of measures put in place to prevent corruption and ensure compliance with competition rules
Sustainability

Sustainability

Subjects addressed by the Strategy and CSR Committee in 2024
  • Presentation of the rules and requirements for reporting on sustainability under the CSRD and the related challenges
  • Presentation of the process for CSRD implementation within the Group

For the purposes of this work, interviews were conducted with the following individuals: the Chairmen of VINCI Concessions, Cobra IS and VINCI Energies along with their respective teams; the Vice-President for Business Development; the Vice-President for Human Resources and her teams; the Vice-President for the Environment; the General Counsel; the Chief Ethics and Vigilance Officer; and the Director of Corporate Social Responsibility.

Remuneration Committee

Number of directors Membership Proportion of independent directors Number of meetings held in 2024 Average attendance rate in 2024

Number of directors

4

Membership
  • Marie-Christine Lombard (Chair)
  • Graziella Gavezotti
  • René Medori
  • Roberto Migliardi (representing employees)

Proportion of independent directors

100% (excluding the Director representing employees)

Number of meetings held in 2024

3

Average attendance rate in 2024

100%

Composition

In accordance with the Board’s internal rules, the Remuneration Committee comprises at least three directors designated by the Board. Since 13 April 2023, this committee’s membership has been as follows: Marie-Christine Lombard (Chair), Graziella Gavezotti, René Medori and Roberto Migliardi.

With the exception of Mr Migliardi, one of the two Directors representing employees, all of this committee’s members are considered independent by the Board.

The Vice-President for Human Resources attends the meetings of this committee. The Chairman and Chief Executive Officer also attends these meetings except when the committee examines questions relating personally to him. The Board Secretary acts as secretary to this committee.