2024 Universal Registration Document

General and financial elements

4.2 Corporate culture and business conduct policy – Whistleblower protection
4.2.1 Reference documents on business conduct

The Group is focused on development rooted in all-round performance, which encompasses environmental and social performance.

The VINCI Manifesto lays down the Group’s commitments to all-round performance expressed through values shared by all employees. This framework of values is detailed in five reference documents:

The Code of Ethics and Conduct, which is a direct extension of the Manifesto’s second commitment, lays down all the principles of business ethics that apply in all circumstances, in all countries where the Group operates, and to all companies and their employees. It explains the strong values that underpin the Group’s corporate culture and guides its employees’ actions. The Code of Ethics and Conduct is available in 31 languages, covering almost 100% of the Group’s employees.

VINCI’s Guide on Human Rights sets out the issues identified and their implications for Group companies. It also presents a shared set of guidelines, indicating the specific approaches to be adopted in respecting human rights. The Group’s guidelines refer to the principles of the Universal Declaration of Human Rights, the International Labour Organisation’s eight fundamental conventions and the OECD Guidelines for Multinational Enterprises. VINCI’s Guide on Human Rights is available in 25 languages, covering more than 98% of the Group’s employees. The document entitled “Essential and Fundamental Actions Concerning Occupational Health and Safety”, a joint declaration by VINCI and its European Works Council, provides a reference framework in the areas of health protection and the prevention of occupational risks. It is available in 24 languages and covers more than 98% of the Group’s employees.

VINCI’s Environmental Guidelines, also issued as a joint declaration, provide a framework for reducing environmental impacts and risks associated with the Group’s activities. They apply to all Group companies to improve and adapt their environmental actions to needs on the ground. All subsidiaries are responsible for ensuring that actions are also taken accordingly by subcontractors and joint contractors throughout projects. These guidelines are available in 14 languages.

The All-round Performance Charter for Purchasing Partners sets out the Group’s commitment to encouraging its purchasing partners to adhere to its all-round performance policy.

In addition to these reference documents, the Group’s Anti-corruption Code of Conduct details the rules set out in the Code of Ethics and Conduct concerning the prevention of all acts of corruption, notably by identifying risks and defining the behaviours and practices to be avoided. These two documents apply to all Group employees and are available on the Group’s website and intranet. They are frequently used as references at seminars and in company agreements.

The Group has also issued recommendations on the conditions for introducing and rolling out measures to prevent and detect risks of non-compliance with Group policies.

4.2.2 Dedicated governance on business conduct

Dedicated governance informs and promotes the Group’s corporate culture around business conduct.

More specifically, the professional ethics policy is an overarching commitment implemented under the initiative of the Chairman and Chief Executive Officer, who wrote the prefaces to the VINCI Manifesto, the Code of Ethics and Conduct and the Anti-corruption Code of Conduct.

The Group’s Executive Committee plays a key role in defining, disseminating and promoting business conduct policies. The general guidelines sent by VINCI’s Executive Management to each operational member of the Executive Committee contain a special section on their obligation to implement compliance programmes within their scope of responsibility.

An Ethics and Vigilance Committee – made up of seven members, of which five members are from the Executive Committee – is responsible for implementing compliance systems, notably those concerning anti-corruption covered by the Code of Ethics and Conduct, resulting from the Group’s business activities. It issues recommendations, assesses the Group’s anti-corruption system and suggests any necessary changes. It met four times in 2024 and reports annually on its activity to the Strategy and CSR Committee of the Board of Directors.

Members of the Executive Committee and Ethics and Vigilance Committee receive training on business conduct. Their knowledge about the subject is updated regularly at a dedicated Executive Committee meeting that takes place at least once a year. These members have a good, collective understanding of all topics relating to business conduct and are in a position to promote it within the Group’s culture.

The Strategy and CSR Committee of the Board of Directors regularly monitors the progress of initiatives taken by the Group relating to business ethics. Its members have expertise in business conduct, as detailed in paragraph 3.1.2, “Areas of expertise of Board members” of chapter C, “Report on corporate governance”, page 133.

The Responsible Purchasing Committee defines and coordinates the approach to promoting responsible purchasing within the Group, as described in paragraph 3.2.2.1, “Human rights and health and safety issues for purchasing and subcontracting”, page 256.

VINCI SA’s Ethics and Vigilance Department monitors and coordinates ethics activities through a network of ethics officers. It promotes compliance culture and Group values to facilitate the communication and implementation of compliance goals by the business lines. The department also oversees the Ethics and Vigilance Committee and the Ethics and Compliance Club.