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€96.540 -0.70 %   18/10/2019 17:37

The Board committees

The role of the committees is to carry out analyses and provide support for decision-making processes in several areas. The responsibilities and modus operandi of the committees are governed by the Board’s internal rules. Each committee has consultative powers and acts under the authority of the Board, of which it is an extension and to which it is accountable. Minutes of each committee meeting are drawn up and circulated to the members of the Board.

During the Shareholders’ General Meeting held to approve the financial statements, all Board committee chairmen present reports to the shareholders on the work performed by their committees over the course of the year.

The Audit Committee
The Strategy and CSR Committee
The Remuneration Committee
The Appointments and Corporate Governance Committee

It should be noted that all Directors, except for the Chairman and CEO, are members of Board committees, thus reflecting their strong commitment to governance.

The Audit Committee

President
René Medori, Chairman, Petrofac Ltd

Members
Yannick Assouad, Chief Executive Officer, Latécoère - Lead Director, VINCI
Robert Castaigne, Former Chief Financial Officer and former member of the Executive Committee, Total
Graziella Gavezotti, Chief Operating Officer, Southern Europe and Africa, Edenred

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. Until 17 April 2018, the Audit Committee had the following members: Henri Saint Olive (Chairman), Yannick Assouad, Graziella Gavezotti and Robert Castaigne. Since that date, its membership has been as follows: Robert Castaigne (Chairman), Yannick Assouad, Graziella Gavezotti and René Medori. The Board plans to change the composition of the Audit Committee at the close of the Shareholders’ General Meeting of 17 April 2019, in order to have an independent Director, René Medori, as Chairman (see paragraph 3.1, page 136).

The Board considers all four Audit Committee members to be independent Directors. By virtue of their professional experience and/or qualifications, the members of the Audit Committee have the financial, accounting and auditing expertise necessary to serve thereon. Their main areas of expertise in relation to VINCI’s operations are indicated in the table in paragraph 3.1, page 135. Further details of their experi-ence and qualifications are provided in the curriculum vitae set out in paragraph 3.2, pages 138 to 144.

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 2018

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, budget updates, cash positions and financial debt, the Group’s financial strategy and ongoing or completed financial transactions;
the effectiveness of the Group’s internal control and risk management systems: analysis of the results of the annual 2018 self-assessment, presentation of the systems in use at VINCI Construction UK and VINCI Construction France, presentation of VINCI Construction’s Maestro management tool, post-mortem review of difficult contracts in Concessions and Contracting, presentation of the “Risk factors and management procedures” chapter of the Report of the Board of Directors, review of ongoing disputes and litigation, presentation of incidents of attempted fraud and their prevention, presentation of the risk mapping exercise and the 2018 audit programme, review of off-balance sheet commitments at 31 December 2017 and 30 June 2018;
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, approval of services other than statutory audit assignments, submission of a recommendation to the Board of Directors concerning the selection of VINCI’s Statutory Auditors for the terms of office covering the financial years from 2019 to 2024;
update on the implementation of the system provided for under the Sapin 2 law;
review of the assistance provided in 2017 by YTSeuropaconsultants, of which Mr de Silguy is sole shareholder, under its services agreement with the Company.
For the purposes of this work, the following executives were interviewed: the Executive Vice-President and Chief Financial Officer; the Deputy Financial Director, whose responsibilities include treasury, financing and tax matters; the Senior Vice-President for Corporate Controlling and Accounting; the Chief Audit Officer; the General Counsel; and the Statutory Auditors. During their presentation, the Statutory Auditors emphasised the important points relating to their assignment and the accounting options chosen.

The Strategy and CSR Committee

President
Yves-Thibault de Silguy, Vice-Chairman of the Board of Directors, VINCI

Members
Uwe Chlebos, Director representing employees; insulation installer, G+H Isolierung GmbH
Dominique Muller Joly-Pottuz, Mitglied des Aufsichtsrats des Mitarbeiterbeteiligungsfonds FCPE Castor, Leiterin der Versicherungsabteilung, VINCI Construction France
Ana Paula Pessoa, Chairman and Chief Strategy Officer, Kunumi AI (Brazil)
Pascale Sourisse, Senior Executive Vice-President, International Development, Thales
Qatar Holding LLC, Company registered under Qatari law, represented by Abdullah Hamad Al Attiyah, CEO of Qatari Diar

Composition

In accordance with the Board’s internal rules, the Strategy and CSR Committee comprises at least three Directors designated by the Board. Since 14 April 2015, the Strategy and CSR Committee has consisted of five Directors serving as permanent members: Yves-Thibault de Silguy (Chairman), Uwe Chlebos, Ana Paula Pessoa and the permanent representative of Qatar Holding LLC. Until 6 December 2018, the permanent representative of Qatar Holding LLC was Nasser Hassan Faraj Al Ansari. On that date, he was replaced by Abdullah Hamad Al Attiyah. 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 the 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;
prepare a document each year to be submitted to the VINCI Works Council on the strategic choices made by the Group and their consequences;
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;
examine the VINCI Group’s sustainability commitments with respect to the issues faced in its business activities and in achieving its objectives.

Activities in 2018

In its meetings, the Strategy and CSR Committee addressed the following subjects in particular:
12 acquisition projects in Contracting;
two proposed multi-year contracts;
four airport concession acquisition opportunities;
presentation of VINCI’s envrionmental policy (“Acting for green growth”) and the Group’s approach to encouraging civic engagement among its employees;
presentations on business ethics, human rights, health and safety, and employee share ownership.

The Remuneration Committee

President
Marie-Christine Lombard, Chairman of the Executive Board, Geodis SA

Members
Caroline Grégoire Sainte Marie, Supervisory or supervisory board member in several companies
Miloud Hakimi, Director representing employees; project manager, ViE SAS
Michael Pragnell, Former founding Chief Executive Officer and Chairman of the Executive Committee, Syngenta AG
Pascale Sourisse, Senior Executive Vice-President, International Development, Thales

Composition

In accordance with the Board’s internal rules, the Remuneration Committee comprises at least three Directors designated by the Board. Until 17 April 2018, the composition of the Remuneration Committee was as follows: Robert Castaigne (Chairman), Miloud Hakimi, Michael Pragnell and Pascale Sourisse. Since that date, it has been chaired by Pascale Sourisse, with Robert Castaigne, Miloud Hakimi and Michael Pragnell still serving as the remaining members. The Board plans to change the composition of the Remuneration Committee at the close of the Shareholders’ General Meeting of 17 April 2019, in order to have an independent Director, Marie-Christine Lombard, as Chairman (paragraph 3.1, page 136). With the exception of Mr Hakimi, one of the two Directors representing employees, all of the Committee’s members are considered independent by the Board.

The Vice-President responsible for Human Resources and Sustainable Development attends the meetings of the Committee. The Chairman and Chief Executive Officer also attends the Committee’s meetings except when the Committee examines questions relating personally to him. The Board Secretary acts as secretary to the Committee.

Responsibilities

make recommendations to the Board concerning remuneration, pension and insurance plans, benefits in kind and miscellaneous pecuniary rights, including any performance share awards or share subscription or share purchase options granted to the executive company officers as well as employee members of the Board, where applicable;
submit a draft of resolutions to the Board intended to be put to a non-binding vote at the annual Shareholders’ General Meeting relating to the remuneration of executive company officers;
propose to the Board the setting up of long-term incentive plans for executives and employees, involving grants of performance share awards or of subscription or purchase options on the Company’s shares, as well as the general and specific terms and conditions applying to these grants;
express an opinion on the Executive Management’s proposals regarding the number of beneficiaries;
propose to the Board an aggregate amount of Directors’ fees and the manner of their allocation.

In addition, the Remuneration Committee is informed of the remuneration policy applicable to the principal executives who are not company officers.

Activities in 2018 In its meetings, the Remuneration Committee addressed the following subjects in particular:
assessment of the performance of VINCI’s Executive Management, carried out jointly with the Appointments and Corporate Governance Committee;
determination of Mr Huillard’s variable remuneration for financial year 2017;
determination of the remuneration policy applicable to the Chairman and Chief Executive Officer in the event of his reappointment to these positions for the 2018–2022 period;
update on the implementation of the agreement between the Company and YTSeuropaconsultants;
satisfaction of performance conditions under the long-term incentive plan set up on 14 April 2015;
draft of an ordinary resolution to be submitted to the 2018 annual Shareholders’ General Meeting relating to the Group savings plan;
validation of the “Company officers’ remuneration and interests” section of the Annual Report;
examination of draft resolutions relating to the remuneration policy and the remuneration of the executive company officer;
review of two proposed long-term incentive plans to be put in place in 2018 for employees and executives other than the Chairman and Chief Executive Officer;
examination of a proposed long-term incentive plan to be put in place in 2018 for the executive company officer;
update on the employee share ownership policy;
change in the mechanism for the allocation of Directors’ fees in order to improve its variability.

The Appointments and Corporate Governance Committee

President
Yannick Assouad, Chief Executive Officer, Latécoère - Lead Director, VINCI

Members
Yves-Thibault de Silguy, Vice-Chairman of the Board of Directors, VINCI
Robert Castaigne, Former Chief Financial Officer and former member of the Executive Committee, Total
Jean-Pierre Lamoure, Chairman of the Supervisory Board, Atlantic SFDT
Marie-Christine Lombard, Chairman of the Executive Board, Geodis SA

Composition

In accordance with the Board’s internal rules, the Appointments and Corporate Governance Committee comprises at least three Directors designated by the Board. Until 1 November 2018, this committee had four members: Yves-Thibault de Silguy (Chairman), Jean-Pierre Lamoure, Marie-Christine Lombard and Pascale Sourisse. Since that date, it has had five members, serving as follows: Yannick Assouad (Chairman), Jean-Pierre Lamoure, Marie-Christine Lombard, Yves-Thibault de Silguy and Pascale Sourisse. The Board recognises four of these five members as independent Directors.

The Chairman and Chief Executive Officer attends the Committee’s meetings except when it performs its assessment of the Executive Management. The Board Secretary acts as secretary to the Committee.

Responsibilities

The Appointments and Corporate Governance Committee’s duties, grouped into the two main areas under its purview, are listed below.
With respect to appointments, the 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 principal 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 Chairman of the Audit Committee.

With respect to corporate governance, the 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 Annual Report 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 Strategy and CSR Committee and the Remuneration Committee for matters within their respective purviews;
reviews the independence of serving Board members each year.

Activities in 2018

Among the items of business handled in its meetings, the Appointments and Corporate Governance Committee:
performed the assessment of VINCI’s Executive Management together with the Remuneration Committee;
proposed that the Board submit a resolution for the appointment of a new Director to the Shareholders’ General Meeting of 17 April 2018;
evaluated each Board member with regard to the independence criteria of the Afep-Medef code and made proposals to the Board;
reviewed the Report on corporate governance to be included within the Annual Report;
reviewed the decision on the separation of the roles of Chairman and Chief Executive Officer as well as the functioning of the Board;
proposed changes in the composition of the Board’s committees;
received feedback on the Shareholders’ General Meeting;
made proposals relating to changes in governance;
proposed a revision to the Board’s internal rules;
was informed of the succession plan for one of the Group’s senior executives;
received a presentation relating to the Executive Review procedures carried out in 2018;
received information concerning the 2018 report of the AMF on corporate governance, executive remuneration, internal control and risk management;
considered Directors’ terms of office ending in 2019;
defined the search criteria for a new Director, whose appointment will be proposed to the Shareholders’ General Meeting of 17 April 2019;
was informed of the consequences of the invalidated resolution concerning the agreement entered into between YTSeuropaconsultants and VINCI.

Last updated: 27/05/2019