2025 Universal Registration Document

General and financial elements

All of the Board’s ordinary meetings held in person provided the opportunity for discussions between the directors and the members of the Executive Committee.

A Board meeting in the absence of the executive officer was held on 6 February 2025, in particular to evaluate his performance and discuss governance.

One of the Board meetings took place in Lyon. In conjunction with this meeting, the Board members visited Lyon-Saint Exupéry airport and the construction sites for the Lyon–Turin high-speed rail tunnel project. They also received a detailed presentation on the Group’s activities in the Auvergne-Rhône-Alpes region.

They were also invited to attend a half-day presentation of Leonard, the VINCI Group’s innovation and foresight platform.

3.4.2 Board committees

The Board has four specialised committees:

  • the Audit Committee;
  • the Strategy and CSR Committee;
  • the Appointments and Corporate Governance Committee; and
  • the Remuneration Committee.

The role of the committees is to prepare and provide support for decision-making processes in their respective areas of specialisation. The responsibilities and modus operandi of the committees are governed by the Board’s internal rules. Each committee has consultative powers and acts under the authority of the Board, of which it is an extension and to which it is accountable. Minutes of each committee meeting are drawn up and circulated to the members of the Board.

Each committee may enlist the services of outside consultants to perform technical analyses concerning matters within its remit, at the Company’s expense and after sending notification of this decision to the Chairman of the Board. Each committee is also entitled to invite any experts or other knowledgeable parties to attend its meetings and offer their insights, as necessary, after sending notification of this decision to the Chairman of the Board and the Chief Executive Officer.

During the Combined Shareholders’ General Meeting held on 17 April 2025, each of the Board committees presented a report on its activities in 2024.

Audit Committee
Audit Committee
Number of directors

Membership at 31 December 2025

 Proportion of independent directors Number of meetings held in 2025 Average attendance rate in 2025

Number of directors

4

Membership at 31 December 2025
  • René Medori (Chair)
  • Yannick Assouad
  • Caroline Grégoire Sainte Marie
  • Claude Laruelle

Proportion of independent directors

75%

Number of meetings held in 2025

5

Average attendance rate in 2025

100%
Composition

In accordance with the Board’s internal rules, the Audit Committee comprises at least three directors designated by the Board. The Executive Vice-President and Chief Financial Officer and the Statutory Auditors attend Audit Committee meetings. Since 13 April 2023, this committee’s membership has been as follows: René Medori (Chair), Yannick Assouad, Caroline Grégoire Sainte Marie and Claude Laruelle.

The Board considers all of the Audit Committee members to be independent directors, with the exception of Ms Assouad.

By virtue of their professional experience and/or qualifications, the members of this committee have the financial, accounting and auditing expertise necessary to serve thereon, as detailed in the curriculum vitae set out in paragraph 3.2, “Company officers’ appointments and other positions held”, pages 136 to 139.

The Executive Vice-President and Chief Financial Officer acts as secretary to the Audit Committee.

Responsibilities

The Audit Committee helps the Board monitor the accuracy and fair presentation of VINCI’s parent company and consolidated financial statements, and the quality of the information provided. In particular, its duties are to monitor:

  • the process of compiling financial information (i) by reviewing the draft versions of the Group’s annual and interim parent company and consolidated financial statements before they are presented to the Board, verifying the quality of the information given to the shareholders; (ii) by overseeing the process of compiling sustainability information, including the review of the draft version of the report before it is presented to the Board; (iii) by ensuring that the accounting policies and methods are appropriate and consistently applied, warning of any deviation from these rules; (iv) by reviewing the scope of consolidation and, where applicable, the reasons why certain companies would not be included; and (v) by reviewing significant transactions in the course of which a conflict of interest might have arisen, subsequently formulating recommendations to ensure the integrity of such transactions;
  • the effectiveness of internal control and risk management systems (i) by verifying the existence of these systems, their proper deployment and the successful implementation of corrective measures in the event of any material weakness or significant deficiency in internal control and (ii) by reviewing the Group’s financial position and major risk factors on a regular basis, examining material risks and off-balance sheet commitments and evaluating the importance of any failures or weaknesses of which it is made aware, bringing them to the attention of the Board where applicable;
  • the statutory audit of the parent company and consolidated financial statements, the certification of sustainability information, and the independence of the Statutory Auditors (i) by tracking the assignments carried out by the latter, including the review of their work programmes, audit or assurance conclusions and recommendations, as well as the follow-up actions taken; (ii) by verifying compliance by the Statutory Auditors with their legal obligation to be independent; (iii) by approving the supply of services mentioned in Article L.822-30 of the French Commercial Code; and (iv) by evaluating proposals for the appointment of the Company’s Statutory Auditors, both those responsible for auditing the financial statements and those responsible for providing assurance on sustainability information, or the renewal of their terms of office, as well as their remuneration, and issuing recommendations in this regard;
  • the Group’s policy in respect of insurance;
  • the setting up of procedures regarding business ethics and competition, while ensuring that a system is in place able to verify that they are being enforced;
  • the entry into or continuation in force of any agreement concluded between the Company and any of its executive or non-executive officers or other Board members.