Ausschüsse des Verwaltungsrats

Prüfungsausschuss

Präsident

Mitglieder
Yannick Assouad, Executive Vice-President, Avionics, Thales, Seniormitglied des Verwaltungsrats
Caroline Grégoire Sainte Marie, Aufsichts- bzw. Verwaltungsratsmitglied in mehreren Unternehmen
Claude Laruelle, Chief Financial Officer, Veolia

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. From 17 April 2019 until 12 April 2022, this committee had the following members: Ren. Medori (Chair), Yannick Assouad, Robert Castaigne and Graziella Gavezotti. Since 12 April 2022, its membership has been as follows: Ren. Medori (Chair), Yannick Assouad, Robert Castaigne and Claude Laruelle.
The Board considers all of the Audit Committee members to be independent directors, with the exception of Mr Castaigne.

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 137 to 140.
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 examining the Group’s annual and half-year 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 ensuring that the accounting policies and methods are appropriate and consistently applied, warning of any deviation from these rules; (iii) by reviewing the scope of consolidation and, where applicable, the reasons why certain companies would not be included; and (iv) by carefully 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 and the independence of the Statutory Auditors (i) by tracking the assignments carried out by the Statutory Auditors, including the review of their work programmes, audit 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.822-11-2 of the French Commercial Code; and (iv) by evaluating proposals for the appointment of the Company’s Statutory Auditors or the renewal of their terms of office as well as their remuneration and issuing a recommendation on this matter;
• 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 company officers.
To carry out its remit, the Board’s internal rules specify that the Audit Committee may seek external advice, the cost of which is borne by the Company.

Activities in 2022

In its meetings, the main subjects addressed by the Audit Committee were:
• the process of compiling accounting and financial information: review of the Group’s parent company and consolidated financial statements prepared during the year as well as the drafts of the related press releases; presentation of budgets and budget updates; review of the Group’s cash positions and financial debt, its financial strategy and ongoing or completed financial transactions; presentation of the Group’s tax policy and the draft version of the tax transparency report; information on the implementation of the procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis;
• the effectiveness of the Group’s internal control and risk management systems: analysis of the results of the annual 2022 self-assessment; presentation of the system in use at VINCI Immobilier and VINCI Construction UK; presentation of the annual internal control reports for 2021 issued by the business lines and divisions; update on the situation at a foreign subsidiary; post-mortem review of difficult contracts; presentation of the “Risk factors and management procedures” chapter of the Report of the Board of Directors; review of ongoing disputes and litigation; update of the Group’s risk mapping exercise, including both social and environmental risks; presentation of the 2022 audit programme and its updates; review of off-balance sheet commitments at 31 December 2021 and 30 June 2022; presentation by the Group Purchasing Coordination Director on energy purchases in France;
• the statutory auditing of the parent company and consolidated financial statements and the independence of the Statutory Auditors: discussions with the Statutory Auditors and review of their conclusions, adherence to legal and regulatory obligations concerning accounting and financial information, presentation of the external audit approach;
• insurance: presentation of the Group’s insurance programme and the project to set up a captive reinsurance subsidiary, VINCI Re.
For the purposes of this work, the following executives were interviewed: the Executive Vice-President and Chief Financial Officer; the Director of Cash Management, Financing and Tax Matters; the Senior Vice-President for Corporate Controlling and Accounting; the Chief Audit Officer; the General Counsel; the Group Purchasing Coordination Director; the Energy Procurement Manager; and the Statutory Auditors. During their presentation, the Statutory Auditors emphasised the important points relating to their assignment and the accounting options chosen.

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Strategie- und CSR-Ausschuss

Präsident
Benoit Bazin, Chief Operating Officer of Saint-Gobain

Mitglieder
Carlos F. Aguilar, President and CEO, Old Hundred Road, LLC
Annette Messemer, Aufsichts- bzw. Verwaltungsratsmitglied in mehreren Unternehmen
Dominique Muller, Mitglied des Aufsichtsrats des Mitarbeiterbeteiligungsfonds FCPE Castor, Leiterin der Versicherungsabteilung, VINCI Construction France
Alain Saïd, Business Manager, Comsip
Director representing employees
Qatar Holding LLC, Permanent representative: Abdullah Hamad Al Attiyah

Composition

n accordance with the Board’s internal rules, the Strategy and CSR Committee comprises at least three directors designated by the Board. From 18 June 2020 until 12 April 2022, this committee had seven directors as permanent members: Yves-Thibault de Silguy (Chair), Uwe Chlebos, Caroline Grégoire Sainte Marie, Dominique Muller, Ana Paula Pessoa, Pascale Sourisse and the permanent representative of Qatar Holding LLC. Since 12 April 2022, its membership has been as follows: Benoit Bazin (Chair), Caroline Grégoire Sainte Marie, Dominique Muller, Ana Paula Pessoa, Alain Saïd, Pascale Sourisse and the permanent representative of Qatar Holding LLC.
Abdullah Hamad Al Attiyah has been the permanent representative of Qatar Holding LLC since 6 December 2018.
All Board members who wish to do so may attend the Strategy and CSR Committee’s meetings, with voting rights. Before each meeting, a dossier on the items to be discussed is sent to all directors.
VINCI’s Chairman and Chief Executive Officer, Executive Vice-President and Chief Financial Officer, and Vice-President for Business Development attend the meetings of the Strategy and CSR Committee. The Board Secretary acts as secretary to this committee.

Responsibilities

The Strategy and CSR Committee helps the Board review the Group’s overall strategy. In advance of their presentation to the Board, it examines multi-year contracts implying an investment on the part of the Group, strategic investments and all transactions, including acquisitions and disposals, with the potential to have a material impact on the Group’s scope of consolidation, business activities, risk profile, earnings or balance sheet or on the Company’s stock market valuation. It also monitors all corporate social responsibility issues.
In particular its duties are to:
• prepare the Board’s discussions on the Group’s strategy;
• express an opinion, for the benefit of the Executive Management, on proposed acquisitions or disposals of shareholdings of a value exceeding €50 million that do not come under the Board’s direct terms of reference;
• give its opinion to the Executive Management on plans for significant changes to the Group’s legal or operational structure ensure that matters relating to corporate social responsibility are taken into account in the Group’s strategy and its implementation;
• ensure that whistleblowing systems have been put in place within the Group and are functioning well;
• review the report required under Article L.225-102-1 of the French Commercial Code in relation to corporate social responsibility;
• examine the VINCI Group’s sustainability commitments with respect to the issues faced in its business activities and in achieving its objectives.
In addition, this committee is kept informed by the Executive Management of progress made on proposed multi-year contracts involving a total investment by the VINCI Group in equity and debt of more than €100 million.

Activities in 2022

In its meetings, the Strategy and CSR Committee addressed the following subjects in particular:
• six acquisition projects in Energy and Construction;
• eight acquisition opportunities in Concessions, notably for airport concessions;
• update on the implementation of civic engagement initiatives;
• update on the implementation of ethics and vigilance actions;
• progress report on the Group’s environmental ambition.

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Vergütungsausschuss

Präsident
Marie-Christine Lombard, Vorstandsvorsitzende von Geodis

Mitglieder
Graziella Gavezotti, Director, Edenred SA
René Medori, Non-executive Chairman, Petrofac Ltd
Roberto Migliardi, Business Engineer, Axians Communication & Systems
Director representing employees

Composition

In accordance with the Board’s internal rules, the Remuneration Committee comprises at least three directors designated by the Board. From 8 April 2021 until 12 April 2022, this committee had the following members: Marie-Christine Lombard (Chair), Benoit Bazin, Miloud Hakimi and Pascale Sourisse. Since 12 April 2022, its membership has been as follows: Marie-Christine Lombard (Chair), Graziella Gavezotti, Roberto Migliardi and Pascale Sourisse. With the exception of Mr Migliardi, one of the two Directors representing employees, and of Ms Sourisse, all of this committee’s members are considered independent by the Board.
The Vice-President responsible for Human Resources attends the meetings of this committee. The Chairman and Chief Executive Officer also attends these meetings except when the committee examines questions relating personally to him. The Board Secretary acts as secretary to this committee.

Responsibilities

Ernennungs- und Governance-Ausschuss

Präsident
Yannick Assouad, Executive Vice-President, Avionics, Thales, Seniormitglied des Verwaltungsrats

Mitglieder
Benoit Bazin, Chief Operating Officer of Saint-Gobain
Claude Laruelle, Chief Financial Officer, Veolia
Marie-Christine Lombard, Vorstandsvorsitzende von Geodis
Dominique Muller, Mitglied des Aufsichtsrats des Mitarbeiterbeteiligungsfonds FCPE Castor, Leiterin der Versicherungsabteilung, VINCI Construction France

Composition

In accordance with the Board’s internal rules, the Appointments and Corporate Governance Committee comprises at least three directors designated by the Board. From 18 June 2020 until 12 April 2022, this committee had the following members: Yannick Assouad (Chair), Benoit Bazin, Robert Castaigne, Marie-Christine Lombard and Yves-Thibault de Silguy. Since 12 April 2022, its membership has been as follows: Yannick Assouad (Chair), Benoit Bazin, Robert Castaigne, Claude Laruelle and Marie-Christine Lombard.
The Board recognises four of these five members as independent.
The Chairman and Chief Executive Officer attends this committee’s meetings except when it performs its assessment of the Executive Management. The Board Secretary acts as secretary to this committee.

Responsibilities

With respect to appointments, the Appointments and Corporate Governance Committee:
• examines all candidacies for appointments to the Board and expresses an opinion and/or recommendation to the Board on those candidacies;
• prepares, in a timely manner, recommendations and opinions on the appointment of executive company officers and succession plans;
• examines, on a consultative basis, the Executive Management’s proposals relating to the appointment and dismissal of the Group’s main senior executives;
• is informed of the Executive Management’s policy for managing the Group’s senior executives and, in this regard, examines the procedures for succession plans;
• expresses an opinion on the membership of committees and makes proposals for the appointment and renewal of the Chair of the Audit Committee.

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 work of the Board;
• prepares the Board’s discussions on the assessment of the Company’s Executive Management in consultation with the Remuneration Committee;
• reviews the independence of serving Board members each year.

Activities in 2022

Among the items of business handled in its meetings, the Appointments and Corporate Governance Committee:
• performed the assessment of VINCI’s Executive Management with regard to the managerial criteria adopted for 2021;
• carried out this assessment of VINCI’s Executive Management together with the Remuneration Committee;
• jointly determined with the Remuneration Committee the criteria applicable for the evaluation of the Chairman and Chief Executive Officer’s managerial performance in 2022;
• evaluated each Board member with regard to the independence criteria of the Afep-Medef code and made proposals to the Board;
• reviewed chapter C of the Report of the Board of Directors, “Report on corporate governance”, included in the 2021 Universal Registration Document;
• reviewed the decision on the separation of the roles of Chairman and Chief Executive Officer as well as the functioning of the Board;
• reviewed Board members whose terms of office will end in 2023;
• approved the decision to have an independent recruitment firm assist with the selection of several candidates for the position of director and discussed the status of this process;
• noted the designation of two Directors representing employees whose terms of office commenced after the Shareholders’ General Meeting of 12 April 2022;
• examined the governance system to be put in place following the 2022 Shareholders’ General Meeting;
• received a presentation on succession plans for Executive Committee members and on the succession plan for the executive company officer;
• launched the process for the assessment of the work of the Board with the assistance of an independent firm and reviewed the report on the process drawn up by this firm.

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