The remuneration policies applicable to executive and non-executive officers are set by the Board of Directors following proposals from the Remuneration Committee before being submitted for approval at the Shareholders’ General Meeting. They are described in paragraph 4.1.2, “Remuneration policy for executive and non-executive officers”, of chapter C, pages 152 to 157.
The remuneration policies applicable to the Chairman and Chief Executive Officer for the period from 1 January 2025 until the date of the separation of roles and to the future Chief Executive Officer from the date of the separation of roles subsequent to the Shareholders’ General Meeting of 17 April 2025 include a short-term fixed component, a short-term variable component and a long-term variable component. The amounts of the short-term and long-term variable components depend on the Group’s financial and non-financial performance. This policy aligns the interests of executive officers with the targets for long-term value creation sought by the Group, its investors and other stakeholders. The performance conditions for the short- and long-term variable components of remuneration include an ESG component, which is described in paragraph 4.1.2.1, “Overall structure of remuneration packages”, of chapter C, page 152..
The Group has implemented due diligence procedures for its governance, strategy and business model to engage stakeholders, identify the main negative externalities and monitor actions that have been rolled out. The implementation of due diligence is based on the following regulations and principles:
The Group’s due diligence procedures are presented throughout the Sustainability report:
| Key due diligence procedure | Paragraph(s) or sections within the Sustainability report |
|---|---|
| Key due diligence procedure a) Incorporate due diligence into governance, strategy and the business model |
Paragraph(s) or sections within the Sustainability report Paragraphs 1.2, “Governance”, and 1.4, “Strategy and business model” |
| Key due diligence procedure b) Collaborate with affected stakeholders at every step in the due diligence process |
Paragraph(s) or sections within the Sustainability report Paragraph 1.4.1, “Interests and views of stakeholders” |
| Key due diligence procedure c) Identify and assess negative impacts |
Paragraph(s) or sections within the Sustainability report Paragraphs 1.1.2, “Double materiality assessment”, 1.3, “ESG risk management and internal control”, and 1.4.2, “Interaction of IROs with the Group’s business model and strategy” |
| Key due diligence procedure d) Take measures to remedy negative impacts |
Paragraph(s) or sections within the Sustainability report Sections 2, 3 and 4 |
| Key due diligence procedure e) Monitor the effectiveness of these efforts and report on them |
Paragraph(s) or sections within the Sustainability report Sections 2, 3 and 4 |
Participants in risk management and internal control
ESG risk management procedures are included in the Group’s overall risk management framework (see section 2, “Risk management principles and participants”, of chapter D, “Risk factors and management procedures”, page 182). The main ESG impacts, risks and opportunities are reviewed and approved every year by VINCI’s Executive Committee and Board of Directors, primarily based on the work of the Audit Committee. The Audit Committee monitors the accuracy and fair presentation of VINCI’s consolidated environmental and social data, and the quality of the information provided. Its duties are to monitor:
The Environment, Social Responsibility, and Ethics and Vigilance departments draw up the Group’s rules and procedures and ensure that the latter as well as the decisions of VINCI’s Executive Management relating to sustainability are being correctly applied. Furthermore, these departments advise business lines on technical matters without interfering with operational decisions, which are the responsibility of the business lines under the Group’s decentralised structure.
The ESG risk management process is also supported by the risk committees, one of the key components of VINCI’s overall risk management framework at different levels of the organisation. These committees review potential acquisitions, tenders for construction works, property development transactions and long-term commitments, and assess the main risks, including ESG risks. The operating procedure and composition of the VINCI Risk Committee are described in paragraph 2.4.3, “Procedures related to commitments and the VINCI Risk Committee”, of chapter D, page 184.
Risk management process
The operational departments of VINCI’s business lines are responsible for the integrity and reliability of non-financial data. The Environment, Human Resources, Social Responsibility and Ethics and Vigilance departments are in charge of:
