Rules of corporate governance
Corporate governance code applied by the Company
The Board has opted to refer to the recommendations of the Afep-Medef Corporate Governance Code (hereinafter the “Afep-Medef code”), which may be consulted in full on the Medef website (www.medef.com). In accordance with the rule of “comply or explain”, below are the criteria or recommendations of this code that have been set aside by the Company:
|Recommendation set aside||Explanation|
|Article 26.2 of the Afep-Medef code recommends that, for the purposes of preparing the section of the report on corporate governance presenting the remuneration received by company officers, and more particularly “the ratios used to measure the pay gaps between the company’s executive company officers and its employees, companies with few or no employees in relation to their group’s total workforce in France must take into account a more significant proportion of the payroll or workforce in France of the companies over which they have exclusive control within the meaning of Article L.233-16 II of the Commercial Code.”.||In paragraph 188.8.131.52 below, the VINCI Group presents a table showing the pay gaps between the Chairman and Chief Executive Officer and both the average remuneration and median remuneration of VINCI SA employees. Due to the VINCI Group’s highly decentralised organisation, the Company does not have access to the information that would be required to take into account a more significant scope.|
The Board has adopted internal rules, which cover the organisational and operating procedures of the Board and its committees, the respective responsibilities and powers of the Board, the Chairman and Chief Executive Officer, the Vice-Chairman and the Lead Director, as well as the rights and obligations of Board members, and in particular their right to information, their access to executives and the rules relating to the management of possible conflicts of interest. The Board of Director’s internal rules are updated on a regular basis. The last such update entered into effect on 1 November 2018. The internal rules may be accessed in their entirety on the Company’s website (www.vinci.com).
Organisation of VINCI’s corporate governance
The general approach to VINCI’s corporate governance is structured around the ongoing interactions between the Group’s Executive Management and its Board of Directors, either in the course of the latter’s ordinary and extraordinary meetings or in connection with the activities of its specialised committees. By and large, the activities of these committees are steered by their respective chairmen, although their work on certain matters, such as those relating to strategy or the effectiveness of corporate governance, is conducted under the supervision of the Vice-Chairman and the Lead Director.
Activities pertaining to operations are spearheaded by the business lines, which report on them to Xavier Huillard, VINCI’s Chief Executive Officer, who also serves as Chairman of the Board.
The relevance of this organisational approach is a regular topic of discussion at Board meetings and during external assessments of the Board, carried out with the assistance of independent consultants every three years. It ensures that Directors are kept properly informed and allows for the efficient preparation of the decisions they are asked to consider as part of the Board’s procedures.
The operations of a group as decentralised as VINCI involve multiple decisions every day that must be taken at the proper level of the organisation, thereby reserving the involvement of the Board for decisions falling within its area of competence and particularly those relating to financial policy, strategy, image and reputation, and sustainable development, including its workforce-related, social and environmental aspects.
The Board of Directors confirms that the system in place is well suited to the Group’s circumstances. It has proven effective as much in periods of growth as during the period of instability caused by the Covid-19 crisis. Due to the considerable decentralisation of the Group’s activities, this unprecedented crisis demanded a high degree of responsiveness on the ground, along with the ability to manage multifaceted and complex situations, both in France and abroad, with consistency and resilience, all while instilling confidence in the Group’s continued success among its 217,731 employees and all its other stakeholders.
VINCI’s model based on the autonomy of managers, responsibility and cross-cutting values thus showed itself to be particularly effective. The strong cohesion between the approach adopted by the Board of Directors and its implementation on the ground, aided by the short and efficient chain of command under the leadership of the Chairman and Chief Executive Officer, largely contributed to this success.
The division of responsibilities between the Company’s governance bodies and top management, as set forth in the Board’s internal rules, is as follows:
|Board of directors||Chairman and Chief Executive Officer|
|- Appointment or renewal of the terms of office of the Chairman and Chief Executive Officer, the Vice-Chairman, the Lead Director and any other executive company officers
- Prior approval of strategic choices
- Prior approval of strategic investments and material transactions relating to exposures in amounts greater than €200 million - Prior approval of all transactions referred to the Strategy and CSR Committee
- Prior approval of all transactions outside the Company’s announced strategy
|- Organisation and supervision of the work of the Board
- Implementation of decisions taken
- Operational management of the Group
|- Chairmanship of the Strategy and CSR Committee (review of investments in excess of €50 million and supervision of the Group’s social and environmental policy)
- Representation assignments at the request of the Chairman and Chief Executive Officer
- Additional insight provided to the Board on the Group’s operations
- Regular contact with the Group’s principal executives
- Participation in meetings with shareholders or proxy advisers at the request of the Chairman and Chief Executive Officer
|- Chairmanship of the Appointments and Corporate Governance Committee
- Management of any conflicts of interest
- Point of contact for Board members, shareholders and proxy advisers at the request of the Chairman and Chief Executive Officer
- Organisation of meetings of the Board in the absence of the executive company officers
Chairman and Chief Executive Officer
Xavier Huillard has served as both Chairman of the Board and Chief Executive Officer since 6 May 2010. The Board reappointed him to these positions at its meeting of 17 April 2018, held immediately following the Shareholders’ General Meeting during which the shareholders voted to renew his term of office as Director. He has the duties and responsibilities conferred by law.
He regularly presents the Group’s performance, outlook and strategy to the financial community, in particular through roadshows. Mr Huillard chairs both the Executive Committee and the Management and Coordination Committee. He also chairs the Risk Committee, with powers to delegate this function.
Organisation of VINCI’s Executive Management and corporate management structures
Mr Huillard has formed the Executive Commitee comprising the Group’s main operational and functional executives, which had 11 members at 4 February 2021. The information required under Article L.22-10-10 2° of the French Commercial Code on the means by which the Company aims to achieve gender balance within its governance bodies is provided in paragraph 1.5.2 of chapter E, “Workforce-related, social and environmental information”, page 201.
Pierre Coppey, Richard Francioli and Christian Labeyrie are Executive Vice-Presidents.
The Executive Commitee approves and monitors the implementation of the Group’s cross-cutting policies, particularly in the areas of risk management, finance, human resources, safety, IT and insurance. It provides for frequent and regular exchanges on matters of importance relating to the Group’s activities. The Executive Committee met 22 times in 2020.
The Management and Coordination Committee is composed of the members of the Executive Committee, together with the key operational and functional executives of the Group’s main companies, and had members at 4 February 2021. Its purpose is to ensure broad consultation on VINCI’s strategy, the challenges it faces and its development as well as on cross-cutting policies within the Group. The Management and Coordination Committee met four times in 2020.
On 1 November 2018, the Board reappointed Yves-Thibault de Silguy as Vice-Chairman. In this position, he has the duties and responsibilities laid down in the Board’s internal rules, which are reiterated in paragraph 2.1 above.
The Vice-Chairman chairs the Strategy and CSR Committee. He is also a member of the Appointments and Corporate Governance Committee.
He has drawn up a report on the performance of his duties in 2020 (see page 282).
On 1 November 2018, the Board named Yannick Assouad, an independent Director of VINCI, to the position of Lead Director it had created on 6 May 2010.
The purpose of this position is to have a Board member able to serve as a point of contact distinct from the Chairman and Chief Executive Officer and who also has the personal powers necessary to guarantee the Board’s responsiveness in all circumstances.
The Lead Director has the duties and responsibilities laid down in the Board’s internal rules, which are reiterated in paragraph 2.1 above.
The Lead Director chairs the Appointments and Corporate Governance Committee and may request the addition of any item to the agenda of a Board meeting or ask the Chairman to call a Board meeting.
She has drawn up a report on the performance of her duties in 2020 (see page 283).