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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

The Audit Committee

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

Members
Yannick Assouad, Chief Executive Officer, Latécoère
Graziella Gavezotti, Chief Operating Officer, Southern Europe, Edenred
René Medori, Senior Independent Director, Petrofac Ltd

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 19 April 2016, the Audit Committee has consisted of four Directors: Henri Saint Olive (Chairman), Yannick Assouad, Graziella Gavezotti and Robert Castaigne.
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. Further details of their experience and qualifications are provided in the curriculum vitae set out.
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, and (ii) by ensuring that the accounting policies and methods are appropriate and consistently applied, warning of any deviation from these rules;
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 auditing of the parent company and consolidated financial statements by the Statutory Auditors 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 2017

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 financial transactions, and the country-by-country (CbC) report for 2016;
the effectiveness of the Group’s internal control and risk management systems: analysis of the results of the annual 2017 self-assessment, presentation of the systems in use at VINCI Concessions, post-mortem review of difficult contracts in Concessions and Contracting, presentation of the Chairman’s report on internal control and risk management procedures and 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 2017 audit programme, review of off-balance sheet commitments at 31 December 2016, and presentation of the Group’s policy with respect to insurance;
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, validation of a procedure for the approval of services other than statutory audit assignments and approval of these services, presentation of the new format for audit reports;
the Group’s compliance strategy: update on the implementation of the system provided for under the Sapin 2 Act;
review of the assistance provided in 2016 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 and Lead Director of the Board of Directors, VINCI

Members
Uwe Chlebos, Director representing employees; insulation installer, 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 company mutual funds
Ana Paula Pessoa, Chairman and Chief Strategy Officer, Kunumi AI (Brazil)
Qatar Holding LLC, Company registered under Qatari law, represented by Nasser Hassan Faraj Al Ansari

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, Josiane Marquez and the permanent representative of Qatar Holding LLC, Nasser Hassan Faraj Al Ansari. 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

At its meeting of 15 December 2017, the Board changed the terms of reference for the Strategy and Investments Committee, which has become the Strategy and CSR Committee, in order to give it the authority to discuss matters relating to corporate social responsibility. Until 15 December 2017, the Strategy and Investments Committee helped the Board review the Group’s overall strategy. In advance of their presentation to the Board, it examined 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 share price.

In particular its duties were 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 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.

In addition, VINCI’s Executive Management kept the Committee informed about progress on multi-year projects entailing a total investment by the VINCI Group in equity and debt of more than €100 million.

Since 15 December 2017, apart from the responsibilities mentioned above, the Strategy and CSR Committee has taken on additional responsibilities in relation to environmental and social issues. In particular, its duties in this regard are to:
ensure that matters relating to corporate social responsibility are taken into account in the Group’s strategy and its implementation;
ensure that whistle-blowing systems have been put in place within the Group and are functioning well;
review the CSR report required by Article L.225-102-1 of the French Commercial Code;
examine the VINCI Group’s sustainability commitments with respect to the issues faced in its business activities and in achieving its objectives.

Activities in 2017

In its meetings, the Strategy and Investments Committee, which became the Strategy and CSR Committee in December 2017, addressed the following subjects in particular:
12 acquisition projects in the Contracting sector;
two proposed multi-year contracts;
four acquisition projects in the airport concessions sector.

The Remuneration Committee

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

Members
Robert Castaigne, Former Chief Financial Officer and former member of the Executive Committee, Total
Miloud Hakimi, Director representing employees; project manager, ViE SAS
Michael Pragnell, Former founding Chief Executive Officer and Chairman of the Executive Committee, Syngenta AG

Composition

In accordance with the Board’s internal rules, the Remuneration Committee comprises at least three Directors designated by the Board. Since 19 April 2016, it has consisted of four Directors: Robert Castaigne (Chairman), Miloud Hakimi, Michael Pragnell and Pascale Sourisse. 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

The Remuneration Committee’s duties are to:
make 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;
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, 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.

Activities in 2017 In its meetings, the Remuneration Committee addressed the following subjects in particular:
evaluation of the performance of executive company officers;
determination of Mr Huillard’s variable remuneration for financial year 2016;
review of Mr Coppey’s situation;
update on the implementation of the agreement between the Company and YTSeuropaconsultants;
satisfaction of performanceconditions under the long-term incentive plan set up on 15 April 2014;
review of the system for the granting of performance share awards;
draft of an ordinary resolution to be submitted to the 2017 annual Shareholders’ General Meeting relating to the Group savings plan;
proposal to submit a resolution to the Shareholders’ General Meeting of 20 April 2017 raising the aggregate amount for Directors’ fees to €1,400,000;
validation of the “Company officers’ remuneration and interests” section of the Annual Report;
examination of the draft resolutions relating to the remuneration policy and the remuneration of the executive company officer;
review of a proposed long-term incentive plan to be put in place in 2017 for employees and executives other than the Chairman and Chief Executive Officer;
discussions on the long-term incentive plan to be put in place in 2018 for employees and executives other than the Chairman and Chief Executive Officer;
follow-up on the employee share ownership policy;
proposal to amend the schedule for employer matching contributions relating to the Group savings plan in France with effect from January 2018 to improve benefits for employees with smaller holdings;
discussions on the system for the remuneration of the Chairman and Chief Executive Officer applying to the 2018–2022 period;
change in the mechanism for the allocation of Directors’ fees in order to improve its variability.

The Appointments and Corporate Governance Committee

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

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

Composition

In accordance with the Board’s internal rules, the Appointments and Corporate Governance Committee comprises at least three Directors designated by the Board. Since 15 April 2014, the Appointments and Corporate Governance Committee has consisted of four Directors: Yves-Thibault de Silguy (Chairman), Jean-Pierre Lamoure, Marie-Christine Lombard and Pascale Sourisse. The Board recognises three of the four members of the Committee as independent.
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:
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, examines the procedures for succession plans;
makes proposals on the selection of Directors;
examines all candidacies for appointments to the Board and expresses an opinion and/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.

Activities in 2017

Among the items of business handled in its meetings, the Appointments and Corporate Governance Committee:
considered Directors’ terms of office ending in 2018;
performed the assessment of VINCI’s Executive Management together with the Remuneration Committee;
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;
was informed of the views of the Chairman and Chief Executive Officer concerning the organisation of Executive Management;
proposed two revisions to the Board’s internal rules;
proposed new rules relating to the holding of VINCI shares by the executive company officers;
reviewed the succession plan;
received a presentation relating to the Executive Review procedures carried out in 2017;
received information concerning the 2017 report of the AMF on corporate governance, executive remuneration, internal control and risk management;
reviewed the governance procedures to be put in place in 2018.