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83,580€ +0,49 %   03.10.2022 17:35

Verwaltungsrat

Präsident des Verwaltungsrats und geschäftsführender Generaldirektor (Chairman & CEO)

Xavier Huillard

Mitglieder des Verwaltungsrats

Yannick Assouad, Executive Vice-President, Avionics, Thales, Seniormitglied des Verwaltungsrats, Chair of the Appointments and Corporate Governance Committee and member of the Audit Committee

Benoit Bazin, Executive Operating Officer of Saint-Gobain, Chair of the Strategy and CSR Committee and member of Appointments and Corporate Governance Committee

Robert Castaigne, Ehemaliger Finanzchef und ehemaliges Mitglied des Exekutivkomitees von Total

Graziella Gavezotti, Director, Edenred SA, Member of the Remuneration Committee

Caroline Grégoire Sainte Marie, Aufsichts- bzw. Verwaltungsratsmitglied in mehreren Unternehmen

Claude Laruelle, Chief Financial Officer, Veolia, member of the Audit Committee and member of the Appointments and Corporate Governance Committee

Marie-Christine Lombard, Vorstandsvorsitzende von Geodis; Chair of the Remuneration Committee and member of the Appointments and Corporate Governance Committee

René Medori, Non-executive Chairman, Petrofac Ltd

Roberto Migliardi, Business Engineer, Axians Communication & Systems, Member of the Remuneration Committee

Dominique Muller Joly-Pottuz, Mitglied des Aufsichtsrats des Mitarbeiterbeteiligungsfonds FCPE Castor, Leiterin der Versicherungsabteilung, VINCI Construction France

Ana Paula Pessoa, Chaiman and Strategy Manager of Kunumi Al (Brésil)

Alain Saïd, Business Manager, Comsip, member of Strategy and CSR Committee

Pascale Sourisse, Senior Executive Vice-President International Development von Thales

Qatar Holding LLC, Hr Abdullah Hamad Al Attiyah, CEO von Qatari Diar

Mitglieder des VerwaltungsratsAlterJahre
Mitgliedschaft im
Verwaltungsrat
NationalitätUnabhängige
Verwaltungsrats-
mitglieder
Jahr der
Ersternennung
Ende des
Mandats
Hr. Xavier Huillard6716Französisch2006HV 2026
Frau Yannick Assouad629FranzösinX2013HV 2025
Hr. Benoit Bazin532FranzösichX2020HV 2024
Hr. Robert Castaigne7515Französisch2007HV 2023
Frau Graziella Gavezotti709ItalienerinX2013HV 2025
Frau Caroline Grégoire Sainte Marie643FranzösischX2019HV 2023
Hr. Claude Laruelle54-FranzösinX2022HV 2026
Frau Marie-Christine Lombard638FranzösinX2014HV 2026
Hr. René Medori634Französisch und BritischX2018HV 2026
Hr. Roberto Migliardi62-Französich2022 2026
Frau Dominique Muller Joly-Pottuz593Französin2019HV 2023
Frau Ana Paula Pessoa547BrasilianerinX2015HV 2023
Hr. Alain Saïd54-Französich2022 2026
Frau Pascale Sourisse5915Französin2007HV 2023
Hr. Qatar Holding LLC367KatarienX2015HV 2026

The key features of the Board’s composition at 31 December 2021 are summarised below(*):

The key features of the Board’s composition at 31 December 2021 are summarised below:
Average age
62 years
Average tenure
8 years

(*) In accordance with the provisions of the Afep-Medef code and the French Commercial Code.
(**) Excluding the Directors representing employees.
(***) Excluding the Directors representing employees and employees shareholders.

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

Gender parity
DirectorsGender parity
Femmes46%
Hommes54%
Independence
DirectorsIndependence
Independent director67%
Non-independent director33%
Internationalisation
DirectorsInternationalisation
Directors who are French nationals60%
Directors who are nationals of another country40%

Les domaines d’expérience et d’expertise des membres du Conseil sont les suivants :
  PROFESSIONAL EXPERIENCE
INDUSTRY SECTOR EXPERTISE
Name Executive manage- ment Financial manage- ment Technical or functional management Public administration Construction, property development Aerospace and aviation Telecoms, energy Transport Digital Manufacturing, services
Xavier HuillardX
X
XXXX
Yves-Thibault de Silguy


X




X
Yannick AssouadX
X

X

X
Benoit BazinXXX
X




Robert Castaigne
XX


X

X
Uwe Chlebos





X


Graziella GavezottiX







X
Caroline Grégoire Sainte MarieXX
X




Miloud Hakimi





X


Marie-Christine LombardXX




X
X
René MedoriXX

X
X


Dominique Muller Joly-Pottuz

X
X




Ana Paula Pessoa
X





XX
Pascale SourisseX
X

XX
X
Qatar Holding LLC - Abdulah Hamad Al-AttiyahX
X
X
X


 

In 2021, the Board held 11 meetings (seven ordinary meetings and four extraordinary meetings). Ordinary meetings of the Board are scheduled over a year in advance, whereas extraordinary meetings are often convened at very short notice, which can sometimes prove difficult to reconcile with the professional constraints of certain directors. Nevertheless, it is worth noting that extraordinary meetings of the Board are usually called to examine proposed acquisitions or major long-term contracts which, prior to being submitted to a formal Board meeting, have been the focus of one or more review sessions held by the Strategy and CSR Committee, whose meetings are open to all directors thus allowing them to learn about these opportunities, express an opinion and give voting instructions to the director they have appointed as proxy to vote on their behalf at a formal Board meeting. All directors are invited to take part in the meetings of the Strategy and CSR Committee and receive the related documentation, which may also be viewed using a tablet or computer via the application set up for this purpose by the Board. In 2021, Board meetings were held in person and using video and audio conferencing methods due to the Covid-19 health crisis.

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

Les taux de présence individuels des administrateurs au sein du Conseil et des comités du Conseil sont détaillés dans le tableau ci-après.

Board of
Directors
Audit
Committee
Strategy and CSR
Committee
Remuneration
Committee
Appointments and
Corporate Governance
Committee
Total Of which,
ordinary
meetings
Number of meetings in 2021 11 7
5
7
3
3
Xavier Huillard11/117/7







Yves-Thibault de Silguy11/117/7

C7/7

M3/3
Yannick Assouad11/117/7M4/5



C3/3
Benoit Bazin9/116/7



M3/3M3/3
Robert Castaigne10/116/7M5/5



M3/3
Uwe Chlebos11/117/7

M6/7



Graziella Gavezotti10/116/7M4/5





Caroline Grégoire Sainte Marie11/117/7

M7/7

Miloud Hakimi11/117/7



M3/3

Marie-Christine Lombard10/117/7



C3/3M3/3
René Medori11/117/7C5/5





Dominique Muller Joly-Pottuz11/117/7

M7/7



Ana Paula Pessoa11/117/7

M7/7



Pascale Sourisse10/116/7

M6/7M3/3

Abdulah Hamad Al-Attiyah
(permanent representative
of Qatar Holding LLC)
10/117/7

M7/7



Director whose term of office
ended in 2021










Michael Pragnell3/32/2



M(*)2/2

Total96%96%
90%
96%
100%
100%

C: Chairman; M: Member.
(*) Until 8 April 2021.


In 2021, resolutions to renew the terms of office of Yannick Assouad and Graziella Gavezotti as Directors were passed at the Shareholders’ General Meeting and the term of office of Michael Pragnell as Director ended at the close of this same meeting.

At the Shareholders’ General Meeting of 12 April 2022, resolutions will be put to the vote to renew the terms of office of Xavier Huillard, Marie-Christine Lombard, René Medori and Qatar Holding LLC as Directors, as well as to appoint Claude Laruelle as Director. The term of office of Yves-Thibault de Silguy as Director will end at the close of this same meeting. As the terms of office of Uwe Chlebos and Miloud Hakimi as Directors representing employees will also end at the close of the meeting and in accordance with the provisions of Article 11.3 of the Articles of Association, VINCI’s Social and Economic Committee decided to designate Alain Saïd and its European Works Council decided to designate Roberto Migliardi to replace them.

In anticipation of the expiration of Mr de Silguy’s term of office, the Appointments and Corporate Governance Committee sought to recommend a candidate to the Board offering both technical and financial expertise. During its meeting of 3 February 2022, the Board approved the Appointments and Corporate Governance Committee’s recommendation to submit the appointment of Mr Laruelle as Director for shareholder approval at the upcoming Shareholders’ General Meeting.

The table below highlights the changes in the Board’s composition having occurred in 2021 and those that will occur in coming years:

The table below highlights the changes in the Board’s composition having occurred in 2020 and those that will occur in coming years

Situation at
1 January 2021
Renewal of term of
office / Appointment
at the 2021
Shareholders’
General Meeting
Situation at
31 December
2021
Term of office ends
2022 SGM2023 SGM
2024 SGM
2025 SGM
Xavier HuillardX
XX


Yves-Thibault de SilguyX
XX


Yannick AssouadXX
X

X
Benoit BazinX
X

X
Robert CastaigneX
X
X

Uwe ChlebosX
XX


Graziella GavezottiXX
X

X
Caroline Grégoire Sainte MarieX
X
X

Miloud HakimiX
XX


Marie-Christine LombardX
XX


René MedoriX
XX


Dominique Muller Joly-PottuzX
X
X

Ana Paula PessoaX
X
X

Michael PragnellX



Pascale SourisseX
X
X

Qatar Holding LLCX
XX


Abdulah Hamad Al-Attiyah
(réprésentatnt permanent
de Qatar Holding LLC)
X
X



 

The Board of Directors pays very particular attention to the selection of its members. The Board’s composition must offer the best possible 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;
- 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.

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 2021At the close of the
Shareholders’ General
Meeting of 12 April 2022(**)
Number of Directors1515
At least 50% of Directors deemed
independent in accordance with Article 9.3
of the Afep-Medef code
The Directors representing employees
and employee shareholders are not taken
into account (see paragraph 3.3.2, page 136)
8/12(*)67%9/12(*)75%
Improved gender balance
(number of women on the Board)
The two Directors representing employees
are not taken into account
7/13(*)54%7/13(*)54%
International reach
(number of Directors who are foreign
nationals or have dual nationality)

6/15(*)40%4/15(*)27%
Directors representing
- employees
- employee shareholders
 
2
1
 
2
1

(*)Number of Directors taken into account.
(**) Subject to the approval of the appointments and renewals of terms of office of directors proposed at the Shareholders' General Meeting of April 2022

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 62 at 31 December 2021, at which time three of them were over 70, including one over 75.

When new directors take office, they receive legal and financial information on the Company and its group of companies, which is frequently updated. They also take part in meetings with the Group’s main senior executives. In addition, to improve their knowledge of the Group, directors regularly receive presentations on Group companies or on cross-cutting policies during Board meetings, in particular with regard to corporate social responsibility, and take part in visits to the Group’s worksites and other business premises. Via a dedicated website, they are given access to all information necessary to perform their duties.

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.

Letzte Aktualisierung: 20. 04. 2022