2024 Universal Registration Document

With respect to corporate governance, the Appointments and Corporate Governance Committee:

verifies adherence to the rules of corporate governance and ensures that the recommendations of the Afep-Medef code are being followed, while also making sure that any departures from this code are justified, particularly in the chapter of the Universal Registration Document dedicated to corporate governance;
supervises the process for the assessment of the work of the Board;
prepares the Board’s discussions on the assessment of the Company’s Executive Management in consultation with the Remuneration Committee;
reviews the independence of serving Board members each year.

Activities in 2024

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

Main areas of oversight	Subjects addressed by the Appointments and Corporate Governance Committee in 2024
Managerial performance of the Chairman and Chief Executive Officer	Managerial performance of the Chairman and Chief Executive Officer Subjects addressed by the Appointments and Corporate Governance Committee in 2024 Assessment of VINCI’s Executive Management with regard to the managerial criteria adopted for 2023 Performance of this assessment of VINCI’s Executive Management together with the Remuneration Committee Joint determination with the Remuneration Committee of the criteria applicable for the evaluation of the Chairman and Chief Executive Officer’s managerial performance in 2024
Board of Directors	Board of Directors Subjects addressed by the Appointments and Corporate Governance Committee in 2024 Evaluation of each Board member with regard to the independence criteria of the Afep-Medef code Review of Board members whose terms of office were to end in 2024 or will end in 2025 Preparation of a questionnaire for the self-assessment of the Board Report on the candidates put forward by an independent recruitment firm hired to assist with the selection of two director candidates; interviews with the director candidates; recommendation made to the Board to appoint three new directors
Report on corporate governance	Report on corporate governance Subjects addressed by the Appointments and Corporate Governance Committee in 2024 Review of chapter C of the Report of the Board of Directors, “Report on corporate governance”, included in the 2023 Universal Registration Document
Succession plans	Succession plans Subjects addressed by the Appointments and Corporate Governance Committee in 2024 Updates on the succession process for the Chairman and Chief Executive Officer Interviews with candidates possessing the necessary qualities and skills to take over the position of Chief Executive Officer Recommendation of the selected candidate to serve as Chief Executive Officer made to the Board
Other	Other Subjects addressed by the Appointments and Corporate Governance Committee in 2024 Update on the policy for managing the VINCI Group’s senior managerial staff

3.5 Assessment of the composition and functioning of the Board

The Board’s internal rules require that the agenda of one of its meetings each year include a discussion on the functioning of the Board with the aim of improving its effectiveness. In addition, a formal assessment of the Board must be carried out once every three years, with the assistance of an outside consultant or firm of consultants.

In accordance with these rules, an informal meeting of the Board, without any executive officer being present, is organised each year by the Lead Director. Its aim is to allow directors to express themselves freely on all subjects relating to corporate governance procedures as well as the Board’s internal procedures. It also offers the opportunity to discuss the evaluation of the Executive Management’s performance before the Board is called upon to approve the executive officer’s remuneration. The last meeting of this type was held on 6 February 2025. Prior to this meeting, an open-ended questionnaire was sent to each director to encourage them to share their observations on the functioning of the Board and of its committees as well as their ideas for improvements. In addition, the directors were asked to take part in the preparation of the table covering their areas of expertise shown in paragraphs 3.1.2, “Areas of expertise of Board members”, page 133, and 3.1.4, “Changes in the composition of the Board”, page 135.

All members of the Board of Directors responded to the questionnaire. On the whole, the directors indicated that they were satisfied with the functioning of the Board. They brought up several areas for improvement and expressed a need for training or additional information on certain topics relating in particular to energy and artificial intelligence.

The Lead Director also reported at this meeting on the work being carried out jointly by the Remuneration Committee and the Appointments and Corporate Governance Committee on the evaluation of the Executive Management’s performance, mainly in relation to the non-financial indicators used to determine the variable component of the executive officer’s remuneration. These findings were discussed and then approved.

The most recent formal assessment process provided for by the Board’s internal rules was carried out at the end of 2022 with the assistance of an independent consultancy, whose selection had been validated by the Appointments and Corporate Governance Committee.

4. Company officers’ remuneration and interests

4.1 Remuneration policy for company officers

4.1.1 Remuneration policy for Board members

4.1.1.1 Overall structure of the remuneration package

The Company’s directors receive remuneration for their service as members of the Board and its committees and for their involvement in the work carried out by these bodies. The maximum aggregate amount of remuneration paid to Board members was set at €1,600,000 by resolution of the shareholders at the Shareholders’ General Meeting of 17 April 2019. This limit applies to the remuneration paid to directors for one calendar year, regardless of the date of payment. It does not include remuneration paid to the Company’s executive and non-executive officers when they serve on the Board, who receive remuneration only as provided by the policy mentioned in paragraph 4.1.2, nor that paid to directors representing employees as part of their employment. Remuneration received by directors is paid twice each year in arrears after six months of completed service.