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The Board committees

The Board has established four specialised committees:

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

The role of the committees is to analyse issues 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, each of the Board committees presented a report on its activities in 2019.

The Audit Committee

President
René Medori, Non-executive Chairman, Petrofac Ltd

Members
Yannick Assouad, Executive Vice-President, Avionics, Thales, Lead Director of the Board of Directors
Robert Castaigne, Former Chief Financial Officer and former member of the Executive Committee, Total
Graziella Gavezotti, Director, Edenred SA

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. Since 17 April 2019, the membership of this committee has been as follows: René Medori (Chairman), Yannick Assouad, Robert Castaigne and Graziella Gavezotti.
The Board considers all of the Audit Committee members to be independent Directors, with the exception of Mr Castaigne. By virtue of their professional experience and/or qualifications, the members of this committee have the financial, accounting and auditing expertise necessary to serve thereon, as detailed in the curriculum vitae set out in paragraph3.2, pages 139 to 145.
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 by(i) 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) verifying compliance by the Statutory Auditors with their legal obligation to be independent; (iii) approving the supply of services mentioned in Article L.822-11-2 of the French Commercial Code; and (iv) 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 2020

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, presentation of budgets and budget updates, the Group’s cash positions and financial debt, its 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 2020 self-assessment; presentation of the system in use at VINCI Construction Grands Projets; update on the rollout of systems required by the Sapin 2 law; update on London Gatwick Airport’s financial position and the outlook for VINCI Airports; presentation of contractual management relating to the health crisis; post-mortem review of difficult contracts in Concessions, Contracting and the property development business; 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 the Group’s risk mapping exercise, including both social and environmental risks, and updated information on these risks; presentation of the 2020 audit programme and its updates; review of off-balance sheet commitments at 31 December 2019 and 30 June 2020;
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, presentation of the external audit approach.
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
Caroline Grégoire Sainte Marie, Supervisory or supervisory board member in several companies
Dominique Muller Joly-Pottuz, Member of the Supervisory Board of FCPE Castor, Head of Insurance, VINCI Construction France
Ana Paula Pessoa, Chairwoman 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. Until 18 June 2020, it had six Directors as permanent members: Yves-Thibault de Silguy (Chairman), Uwe Chlebos, Dominique Muller Joly-Pottuz, Ana Paula Pessoa, Pascale Sourisse and the permanent representative of Qatar Holding LLC. Since 18 June 2020, this committee has had seven Directors as permanent members: Yves-Thibault de Silguy (Chairman), Uwe Chlebos, Dominique Muller Joly-Pottuz, Caroline Grégoire Sainte Marie, Ana Paula Pessoa, Pascale Sourisse and the permanent representative of Qatar Holding LLC. Abdullah Hamad Al Attiyah has been the permanent representative of Qatar Holding LLC since 6 December 2018. 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 this 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;
review the report required under Article L.225-102-1 of the French Commercial Code in relation to corporate social responsibility;
examine the VINCI Group’s sustainability commitments with respect to the issues faced in its business activities and in achieving its objectives.
In addition, this committee is kept informed by the Executive Management of progress made on proposed multi-year contracts involving a total investment by the VINCI Group in equity and debt of more than €100 million.

Activities in 2020

In its meetings, the Strategy and CSR Committee addressed the following subjects in particular:
one acquisition project in Contracting;
five proposed multi-year contracts for infrastructure projects;
two airport concession opportunities;
the Group’s environmental policy;

the Group’s human rights policy.

The Remuneration Committee

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

Members
Benoit Bazin, Chief Operating Officer of Saint-Gobain
Miloud Hakimi, Director representing employees; project manager, ViE SAS
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 18 June 2020, its members were Marie-Christine Lombard (Chairwoman), Caroline Grégoire Sainte Marie, Miloud Hakimi, Michael Pragnell and Pascale Sourisse. Since that date, it has had as members Marie-Christine Lombard (Chairwoman), Benoit Bazin, Miloud Hakimi, Michael Pragnell and Pascale Sourisse. With the exception of Mr Hakimi, one of the two Directors representing employees, and of Mrs Sourisse, all of this committee’s members are considered independent by the Board.

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

Responsibilities

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 remuneration payable to its members and the manner of its allocation.
In addition, the Remuneration Committee is informed of the remuneration policy applicable to the principal executives who are not company officers.

Activities in 2020

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;
joint determination with the Appointments and Corporate Governance Committee of the criteria applicable for the evaluation of the Chairman and Chief Executive Officer’s managerial performance in 2020;
determination of the variable component of Mr Huillard’s remuneration for financial year 2019;
proposal of ESG targets for 2020 entering into the determination of the variable component of Mr Huillard’s remuneration;
noting of the fulfilment of performance conditions for the long-term incentive and performance share plans set up on 20 April 2017 and determination of the proportion of the awards able to vest;
examination of draft ordinary resolutions to be submitted for shareholder approval at the 2020 annual Shareholders’ General Meeting relating to the Group savings plan;
validation of the “Company officers’ remuneration and interests” section of the Universal Registration Document;
examination of draft resolutions relating to the remuneration policy for company officers and the Chairman and Chief Executive Officer in respect of 2020 and the remuneration paid in 2019 to company officers and the executive company officer;
review of a proposal for a qualified performance share plan to be put in place in 2020 for employees and executives other than the Chairman and Chief Executive Officer who are French residents;
review of two proposed long-term incentive plans to be put in place in 2020 for the executive company officer and for employees and executives other than the Chairman and Chief Executive Officer who are not French residents;
discussions on the performance conditions applicable to the performance share and long-term incentive plans to be put in place in 2021;
update on the employee share ownership policy in France and around the world;
impact of the health crisis on the performance indicators used for determining remuneration.

The Appointments and Corporate Governance Committee

President
Yannick Assouad, Executive Vice-President, Avionics, Thales, Lead Director of the Board of Directors

Members
Yves-Thibault de Silguy, Vice-Chairman of the Board of Directors, VINCI
Benoit Bazin, Chief Operating Officer of Saint-Gobain
Robert Castaigne, Former Chief Financial Officer and former member of the Executive Committee, Total
Marie-Christine Lombard, Chairwoman 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 18 June 2020, it had as members Yannick Assouad (Chairwoman), Robert Castaigne, Jean-Pierre Lamoure, Marie-Christine Lombard and Yves-Thibault de Silguy. Since that date, its membership has been as follows: Yannick Assouad (Chairwoman), Benoit Bazin, Robert Castaigne, Marie-Christine Lombard and Yves-Thibault de Silguy. The Board recognises three of these five members as independent Directors.
The Chairman and Chief Executive Officer attends this committee’s meetings except when it performs its assessment of the Executive Management. The Board Secretary acts as secretary to this 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 Universal Registration Document 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 Remuneration Committee;
reviews the independence of serving Board members each year.

Activities in 2020

Among the items of business handled in its meetings, the Appointments and Corporate Governance Committee:
performed the assessment of VINCI’s Executive Management with regard to the managerial criteria adopted for 2019;
carried out this assessment of VINCI’s Executive Management together with the Remuneration Committee;
jointly determined with the Remuneration Committee the criteria applicable for the evaluation of the Chairman and Chief Executive Officer’s managerial performance in 2020;
proposed that the Board submit a resolution for the appointment of a new Director to the Shareholders’ General Meeting of 9 April 2020, which was postponed to 18 June 2020;
evaluated each Board member with regard to the independence criteria of the Afep-Medef code and made proposals to the Board;
reviewed chapter C of the Report of the Board of Directors, “Report on corporate governance”, included in the Universal Registration Document;
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 a report on the Executive Review procedures carried out in 2020;
considered Directors’ terms of office ending in 2021;
broached the subject of a succession plan for the executive company officer;
reviewed a managerial reorganisation proposal for an entity in the construction sector;
considered succession plans relating to Executive Committee members;
reviewed the recommendations of the French High Committee on Corporate Governance and the Autorité des Marchés Financiers relating to corporate governance.

Last updated: 19/03/2021