Share price 13/12/2017 10:11
€87.030 +0.09 %

Governance

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 Investments Committee
The Remuneration Committee
The Appointments and Corporate Governance Committee

The Audit Committee

President
Henri Saint Olive, Chairman of the Board of Directors of Banque Saint Olive

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

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 by examining the Group’s annual and half-yearly parent company and consolidated financial statements before they are presented to the Board, satisfying themselves that the accounting policies and methods are appropriate and consistently applied, warning against any non-compliance with these rules and verifying the quality of the information given to the shareholders;
the effectiveness of internal control and risk management systems (a) 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 (b) by reviewing the Group’s financial position and major risk factors on a regular basis, examining material 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 auditing of the consolidated and parent company 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, the Group’s fiscal environment, presentation of the approach to external audit applied by the Statutory Auditors, fees paid to the Statutory Auditors’ network, information on the services rendered that were directly connected to the assignment;
the Group’s policy in respect of insurance;
the setting up of procedures regarding business ethics and competition and ensure that there is a system for verifying that they are 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.

The Strategy and Investments Committee

President
Yves-Thibault de Silguy, Vice-Chairman and Senior Director of the Board of Directors

Members
Uwe Chlebos, Director representing employees, Insulation installer at G+H Isolierung GmbH
Josiane Marquez, Director representing employee shareholders - Information systems consultant, VINCI Energies Systèmes d’Information, Chairman of the Supervisory Board of the Castor and Castor Relais corporate mutual funds
Ana Paula Pessoa, Chief Financial Officer, Organising Committee, Rio 2016 Olympic and Paralympic Games
Qatar Holding LLC, Nasser Hassan Faraj Al Ansari, Director in charge of the Qatari-Diar joint ventures

Responsibilities

he Strategy and Investments Committee helps the Board review the Group’s overall strategy. It examines multi-year contracts implying an investment on the part of the Group, strategic investments and all transactions, including acquisitions and disposals, that could have a material impact on the Group’s scope of consolidation, business activities, risk profile, earnings or balance sheet or on the Company’s share price.

In particular its duties are to:
prepare the Board’s discussions on the Group’s strategy;
formulate 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 change 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.

In addition, the Executive Management informs the committee on progress in multi-year projects that entail a total investment by the VINCI Group in equity and debt of more than €100 million.

The Remuneration Committee

President
Robert Castaigne, Former Chief Financial Officer and former member of the Executive Committee of Total

Members
Miloud Hakimi, Director representing employees, Operations Manager at VIE
Michael Pragnell, Former founding Chief Executive Officer, Chairman of the Executive Committee and member of the Board of Directors of Syngenta AG.
Pascale Sourisse, Senior Vice-President, International Development, Thales

Responsibilities

The Remuneration Committee’s duties are to:
ˇmake recommendations to the Board concerning remuneration, pension and insurance plans, benefits in kind and miscellaneous pecuniary rights, including any performance shares or share subscription or share purchase options granted to the executive company officers as well as employee members of the Board, where applicable;
ˇsubmit 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;
ˇpropose to the Board the setting up of long-term incentive plans for executives and employees, consisting in particular of performance shares or subscription or purchase options on the Company’s shares, as well as the general and specific conditions applicable to these allocations;
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.

The Appointments and Corporate Governance Committee

President
Yves-Thibault de Silguy, Vice-Chairman and Senior Director of the Board of Directors

Members
Jean-Pierre Lamoure, Chairman of the Supervisory Board of Atlantic SFDT
Marie-Christine Lombard, Chairman of the Management Board, Geodis
Pascale Sourisse, Senior Vice-President, International Development, Thales

Responsibilities

The Appointments and Corporate Governance Committee:
ensures adherence to corporate governance rules;
prepares the Board’s discussions on the assessment of the Company’s Executive Management;
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, the Committee examines the procedures for succession plans;
makes proposals on the selection of Directors;
examines all candidacies for Board membership and expresses an opinion or recommendation to the Board on those candidacies;
makes proposals on the membership of committees and on the appointment and renewal of the Chairman of the Audit Committee;
discusses, every year, what constitutes an independent Board member;
prepares, in a timely manner, recommendations and opinions on the appointment of executive company officers and succession plans.