Other committees – such as the Human Rights Committee, the Health and Safety Task Force and the Responsible Procurement Committee – made up of relevant departments at business lines and at Group level, also address these matters. They identify major issues and implement vigilance measures to prevent personal risks and promote the dissemination of programs and best practices. The composition and role of each of these governance bodies are described in the respective sections of this sustainability report.
In line with the Group’s decentralised organisation, the business lines, divisions and business units have also set up their own governance systems for these issues, mainly around their human resources, procurement, sustainable development, and health and safety departments.
To support the implementation and rollout of company culture and compliance programs in the business lines, an Ethics and Vigilance Department, reporting to the Group’s Executive Management, monitors and coordinates ethics and compliance activities with the support of a network of officers and coordinators. 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 to those concerning anti-corruption covered by the Code of Ethics and Conduct, resulting from the Group’s business activities. It met four times in 2025 and reports annually on its activity to the Strategy and CSR Committee of the Board of Directors.
The remuneration policies applicable to VINCI SA’s 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 150 to 154. The remuneration policy applicable to the Chief Executive Officer that entered into effect on 1 January 2025 includes 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 ESG criteria, as detailed in paragraph 4.1.2.1, “Overall structure of remuneration”, of chapter C, pages 150 to 151.
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 |
|---|---|
| a) Incorporate due diligence into governance, strategy and the business model | a) Incorporate due diligence into governance, strategy and the business model Paragraph(s) or sections within the sustainability report |
| b) Collaborate with affected stakeholders at every step in the due diligence process | b) Collaborate with affected stakeholders at every step in the due diligence process Paragraph(s) or sections within the sustainability report 1.4.1 Interests and views of stakeholders |
| c) Identify and assess negative impacts | c) Identify and assess negative impacts Paragraph(s) or sections within the sustainability report 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 |
| d) Take measures to remedy negative impacts | d) Take measures to remedy negative impacts Paragraph(s) or sections within the sustainability report 2. Environmental performance, 3. Social ambition, and 4. Business conduct |
| e) Monitor the effectiveness of these efforts and report on them | e) Monitor the effectiveness of these efforts and report on them Paragraph(s) or sections within the sustainability report 2. Environmental performance, 3. Social ambition, and 4. Business conduct |
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 181). 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, together with 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, “Risk factors and management procedures”, page 183.
