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Verwaltungsrat

Präsident des Verwaltungsrats und geschäftsführender Generaldirektor (Chairman & CEO)

Xavier Huillard

Mitglieder des Verwaltungsrats

Mitglieder des VerwaltungsratsAlterJahre
Mitgliedschaft im
Verwaltungsrat
NationalitätUnabhängige
Verwaltungsrats-
mitglieder
Jahr der
Ersternennung
Ende des
Mandats
Hr. Xavier Huillard6918Französisch2006HV 2026
Hr. Carlos F. Aguilar651american and costaricanYa2023HV 2027
Frau Yannick Assouad6411FranzösinYa2013HV 2025
Hr. Benoit Bazin554FranzösichYa2020HV 2024
Frau Graziella Gavezotti7211ItalienerinYa2013HV 2025
Frau Caroline Grégoire Sainte Marie665FranzösischYa2019HV 2023
Hr. Claude Laruelle562FranzösinYa2022HV 2026
Frau Marie-Christine Lombard6510FranzösinYa2014HV 2026
Hr. René Medori666Französisch und BritischYa2018HV 2026
Frau Annette Messemer591deutschYa2023HV 2027
Hr. Roberto Migliardi642Französich2022 2026
Frau Dominique Muller615Französin2019HV 2027
Hr. Alain Saïd572Französich2022 2026
Hr. Qatar Holding LLC399KatarienYa2015HV 2026

As a general rule, the members of the Board of Directors are appointed individually by vote of the shareholders at the Ordinary Shareholders’ General Meeting as proposed by the Board, itself referring to the opinion of the Appointments and Corporate Governance Committee. However, the two Directors representing employees, namely Roberto Migliardi and Alain Sa.d, were designated respectively by VINCI’s European Works Council and its Social and Economic Committee, in accordance with the provisions of Article 11.3 of the Articles of Association.

Each Board member, other than the Directors representing employees and the Director representing employee shareholders, must hold a minimum of 1,000 VINCI shares in registered form.

The main characteristics of the Board’s membership at 31 December 2023 are summarised below:

The key features of the Board’s composition at 31 December 2023 are summarised below:
Average age
61.7 years
Average tenure
5.9 years

The members of the Board have experience and expertise in the following areas:

As recommended by the Afep-Medef code, the Board regularly reviews its composition so as to ensure balance, particularly in terms of diversity (gender representation, age, nationalities, international profiles, expertise). The results of this policy are summarised in the table below:

Balance composition of the board
Diversity objectiveObservationsAt 31 December 2023At the close of the
Shareholders’ General
Meeting of 9 April 2024(*)
Number of Directors1414
At least 50% of Directors deemed
independent in accordance with Article 10.3
of the Afep-Medef code
The Directors representing employees
and employee shareholders are not taken
into account (see paragraph 3.3.2, page 147 to 149)
10/11(**)91%10/11(**)91%
Improved gender balance
(number of women on the Board)
The two Directors representing employees
and the Director representing employee
shareholders are not taken into account
5/11(**)45%5/11(**)45%
International reach
(number of Directors who are foreign
nationals or have dual nationality)

5/14(**)36%5/14(**)36%
Directors representing
- employees
- employee shareholders
 
2
1
 
2
1

(*)Subject to the approval of the renewal of a director’s term of office proposed at the Shareholders’ General Meeting of 9 April 2024.
(**) Number of directors taken into account.

The term of office of directors is four years. The Company’s Articles of Association provide that no one may be appointed or reappointed as a director after reaching the age of 75. In addition, no more than one-third of the directors in office at the close of the financial year for which shareholders are asked to approve the financial statements may be over 70.

The average age of directors in office was 61.7 at 31 December 2023, at which time one of them was over 70.

 

Directors were asked to evaluate themselves individually with respect to their general, sector-specific or cross-sector skills based on a scale including several levels of expertise, which was developed by the Company and approved by the Lead Director. The table below shows the areas in which directors feel they have expertise (◊◊) or familiarity (◊), illustrating the Board’s collective proficiency in relation to all subjects that may come up in the course of its work:

Areas of expertise of Board members








 
 
 
















 

 

 



 
 

 
 
 

 
 

Les domaines d’expérience et d’expertise des membres du Conseil sont les suivants :
 GENERAL EXPERTISE
SECTOR-SPECIFIC EXPERTISECROSS-SECTOR EXPERTISE
NomExecutive managementFinancial managementTechnical, functional or commercial managementConstructionProperty developmentRoad transportAir transportRail transportEnergyManufacturingTelecomsB to C servicesB to B servicesDigitalEnvironmentEthisSocial
Xavier Huillard◊◊◊◊◊◊◊◊◊◊◊◊◊◊◊◊
Yannick Assouad◊◊◊◊◊◊◊◊◊◊◊◊◊◊◊◊
Carlos F. Aguilar◊◊◊◊◊◊◊◊◊◊◊◊◊◊
Benoit Bazin◊◊◊◊◊◊◊◊◊◊◊◊
Graziella Gavezotti◊◊◊◊◊◊◊◊◊◊◊◊◊◊
Caroline Grégoire Sainte Marie◊◊◊◊◊◊◊◊◊◊◊◊
Claude Laruelle◊◊ ◊◊◊◊◊◊
Marie-Christine Lombard◊◊◊◊◊◊◊◊◊◊◊◊◊◊◊◊◊◊
René Medori◊◊◊◊◊◊
Annette Messemer◊◊◊◊◊◊◊◊◊◊◊◊
Roberto Migliardi
Dominique Muller◊◊◊◊◊◊◊◊◊◊
Alain Saïd
Qatar Holding LLC - Abdulah Hamad Al-Attiyah

Activities in 2023

In 2023, the Board held seven ordinary meetings and no extraordinary meetings. Most of the directors attended Board meetings in person, with some of them taking part remotely via videoconferencing.
The overall attendance rate for directors at Board meetings held in 2023 was 100%.
The table below provides details on individual attendance rates for all directors at Board meetings as well as the meetings of its committees.



 

 



 



 

 

 

 

 
 
 
 
 

 


 

 
 
 

 
 


The table below provides details on individual attendance rates for all Directors at Board meetings as well as the meetings of its committees.

Board of
Directors
Audit
Committee
Strategy and CSR
Committee
Remuneration
Committee
Appointments and
Corporate Governance
Committee
TotalOf which,
ordinary
meetings
Number of meetings in 2023775833
Xavier Huillard7/77/7
Yannick Assouad7/77/7M5/5P3/3
Carlos F. Aguilar5/55/5M(*)6/6
Benoit Bazin7/77/7P8/8M3/3
Graziella Gavezotti7/77/7M(*)1/1M(**)1/1
Caroline Grégoire Sainte Marie7/77/7M7/7
Claude Laruelle7/75/5M(**)4/4M(**)2/2
Marie-Christine Lombard7/77/7P3/3M3/3
René Medori7/77/7P5/5
M(*)1/1
Annette Messemer5/55/5M(*)5/6
Roberto Migliardi7/77/7M3/3
Dominique Muller7/77/7M8/8M(*)1/1
Alain Saïd7/77/7M8/8
Abdulah Hamad Al-Attiyah (réprésentatnt permanent
de Qatar Holding LLC)
7/77/7M8/8
Directors whose
terms of office
ended in 2023
Robert Castaigne2/22/2M(*)1/1

M(**)2/2
Ana Paula Pessoa2/22/2M(**)1/2
Pascale Sourisse2/22/2M2/2M(**)2/2

Total100 %100 %100 %92 %100 %100 %

C: Chairman; M: Member.
(*) Until 13 April 2023.
(**) From 13 April 2023.


Changes in the composition of the Board

At the 2023 Shareholders’ General Meeting, the resolutions to renew the terms of office of Caroline Gr.goire Sainte Marie as Director and of Dominique Muller as Director representing employee shareholders, as well as to appoint Carlos F. Aguilar and Annette Messemer as Directors, were all passed. The terms of office of Robert Castaigne, Ana Paula Pessoa and Pascale Sourisse as Directors ended at the close of this same meeting.

At the Shareholders’ General Meeting of 9 April 2024, a resolution will be put to the vote to renew Benoit Bazin’s term of office as Director. The Board has recommended the renewal of Mr Bazin’s term of office due to his skills, his independence and his strong involvement in the work of the Board and its committees, through his service as Chair of the Strategy and CSR Committee and as a member of the Appointments and Corporate Governance Committee. At the close of the Shareholders’ General Meeting of 9 April 2024 and provided that all the resolutions put to the vote at that meeting are passed, the characteristics of the Board’s membership will be unchanged from those at 31 December 2023:

The members of the Board have experience and expertise in the following areas:

Independence
DirectorsIndependence
Independent director91%
Non-independent director9%
Gender parity
DirectorsGender balance
Women55%
Men45%
Internationalisation
DirectorsInternationalisation
Directors who are French nationals64%
Directors who are nationals of another country36%

 

The table below highlights the changes in the Board’s composition having occurred in 2023 and those that will occur in coming years:









 





 






The table below highlights the changes in the Board’s composition having occurred in 2023 and those that will occur in coming years:

Situation at
1st January 2023
Renewal of term of office
or appointment at the 2023 SGM
Situation
at 31 December 2023
Term of office ends
AG 2024
AG 2025
AG 2026
AG 2027
Xavier HuillardXXX
Yannick AssouadXX
Carlos F. Aguilar-XXX
Benoit BazinXXX
Robert CastaigneX--
Graziella GavezottiXXX
Caroline Grégoire Sainte MarieXXXX
Claude LaruelleXXX
Marie-Christine LombardXXX
René MédoriXXX
Annette Messemer-XX
Roberto MigliardiXX
Dominique MullerXXXX
Ana Paula PessoaX--
Alain SaïdXX
Pascal SourisseX--
Qatar Holding LLCXXX
Abdulah Hamad Al-Attiyah
(réprésentant permanent
de Qatar Holding LLC)
XX

X: Elected by shareholders at the Shareholders’ General Meeting.

 ◊: Designated in accordance with the Articles of Association.

 

Procedure for the selection of new Board members

The Board of Directors pays great attention to the selection of its members. The Board’s composition must offer the best diversity and reflect, as much as possible, experiences in the various geographic regions where the Group operates, covering a range of technical and complementary skills and expertise, and include members fully familiar with the Group’s activities.

On this basis, the Appointments and Corporate Governance Committee submits its proposals to the Board for the selection, possibly with the assistance of an outside recruitment firm, of candidates contributing to the renewal of the Board’s composition, bearing in mind the following criteria in particular, while aiming to maintain a high proportion of independent members:
– professional experience;
– knowledge of the Group or its industry sectors;
– experience in geographical areas that are strategic for the Group;
– skills, particularly in management, acquired within large international companies, whether based in France or abroad;
– financial and accounting expertise;
– skills in the areas of CSR, R&D and digital transformation;
– sufficient availability.

The Board of Directors and the Appointments and Corporate Governance Committee regularly evaluate the composition of the Board and its committees as well as the various skills and experiences each of their members bring to their positions. Approaches and guidelines are also identified in order to guarantee the best balance possible by aiming to ensure a complementary set of profiles from the perspective of international experience, skills and backgrounds.

 

Training of Board members

When new directors take office, they receive legal and financial information relating to the Group, which is frequently updated. They also take part in meetings with the Group’s main senior executives.
In addition, as the Group is active in multiple sectors and geographies, directors regularly receive presentations on its businesses and on the ways in which they are addressing sustainable development challenges. These are either presentations on topics relating to more than one business or presentations dealing with a specific business. They are given during Strategy and CSR Committee meetings (held at least seven times a year), which all directors are welcome to attend, with access to all documentation and voting rights. The overall attendance rate for Board members at these meetings is very high (over 90%), an indication of the level of interest they generate among Board members. Lastly, directors take part in visits to operating sites and worksites. In October 2023, for example, they visited the construction site for the Fehmarnbelt Fixed Link in Denmark. Via a specific platform, they are given access to all information necessary to perform their duties (reference documents and guides issued by the Company and specific documents made available for each meeting of the Board and of the committees of which they are members).

The Directors representing employees and the Director representing employee shareholders may dedicate a maximum of 15 hours to preparing for each meeting of the Board or of any Board committee of which they are members. They are entitled to receive appropriate training, in accordance with applicable legal provisions and the recommendations of the Afep-Medef code.

Letzte Aktualisierung: 11. 03. 2024