2025 Universal Registration Document

General and financial elements

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 Board’s performance and effectiveness;
  • prepares the Board’s discussions on the assessment of the Company’s Executive Management in consultation with the Strategy and CSR Committee and the Remuneration Committee according to their respective areas of expertise;
  • reviews the independence of serving Board members each year.
Activities in 2025

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

Activities in 2025
Main areas of oversight Subjects addressed by the Appointments and Corporate Governance Committee in 2025
Managerial performance of the Chairman and Chief Executive Officer and of the Chief Executive Officer Managerial performance of the Chairman and Chief Executive Officer and of the Chief Executive Officer

Subjects addressed by the Appointments and Corporate Governance Committee in 2025
  • Assessment of VINCI’s Executive Management with regard to the managerial criteria adopted for 2024
  • 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 managerial performance of the Chairman and Chief Executive Officer and of the Chief Executive Officer in 2025
Board of Directors Board of Directors

Subjects addressed by the Appointments and Corporate Governance Committee in 2025
  • 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 due to end in 2025 and 2026

  • Presentation of the responses provided by directors to the questionnaire for the self-assessment of the Board

  • Recommendation of the renewal of a director’s term of office and the appointment of three new members made to the Board in advance of the Shareholders’ General Meeting of 17 April 2025.

  • Recommendation to the Board on the process for designating directors representing employees
  • Presentation of the Group Works Council’s process for designating one of the two directors representing employees

  • Presentation of the process for designating a director representing employee shareholders in view of his or her co-option by the Board

  • Recommendation of the appointment of a new Lead Director following the Shareholders’ General Meeting of 17 April 2025
  • Approval of changes made to the composition of the Board committees

  • Supervision of the three-yearly assessment of the Board’s performance and effectiveness carried out in the second half of 2025

  • Report by the outside consultant on the formal assessment of the Board
Report on corporate governance Report on corporate governance

Subjects addressed by the Appointments and Corporate Governance Committee in 2025

Review of chapter C of the Report of the Board of Directors, “Report on corporate governance”, included in the 2024 Universal Registration Document
Other Other

Subjects addressed by the Appointments and Corporate Governance Committee in 2025
  • Review of amendments to be made to the Board’s internal rules
  • Feedback gathered during ESG roadshows in advance of the Shareholders’ General Meeting
  • Presentation of the new members joining the Executive Committee
3.5 Assessment of the composition and functioning of the Board

The Board of Directors gives high priority to the quality of its operating procedures and the arrival of new members provides an opportunity to review these procedures, gather feedback and address any suggestions for improvement. 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. This practice has been followed rigorously for a number of years.

Accordingly, 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. This meeting is always held prior to the Board meeting convened to approve the annual financial statements. The last meeting of this type was held on 5 February 2026.

At this meeting, the Lead Director reports 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 provided for by the Board’s internal rules was carried out during the second half of 2025 with the assistance of a firm of independent outside consultants, whose selection had been validated by the Appointments and Corporate Governance Committee. To this end, the firm’s consultants held in-depth interviews remotely or in person with each of the directors, during which the latter were able to express their opinion on the conditions for the preparation, organisation and conduct of Board meetings as well as the subjects addressed. The consultants presented the findings from their work first to the Appointments and Corporate Governance Committee and then to the Board during a formal meeting.

This process resulted in the following main observations:

  • The directors are generally satisfied with the functioning of the Board and its committees, the range of expertise offered by Board members and the organisation of governance.
  • The directors would like to follow the Group’s strategy more closely. In view of this, a strategic seminar will be held by the end of the first half of 2026.
  • The directors view transition management as a critical success factor and believe they have a role to play in it, notably through the Lead Director.
  • The directors wish to deepen their understanding of the Group’s businesses and of the challenges and risks facing each business line. To this end, the heads of each business line will be invited to present the significant developments within their scope.