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€66.980 -0.12 %   02/04/2020 09:29

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.

Each committee may enlist the services of outside consultants to perform technical analyses concerning matters within their remit, at the Company’s expense and after sending notification of this decision to the Chairman and Chief Executive Officer. Each committee is also entitled to invite any experts or other knowledgeable parties to attend its meetings and offer their insights, as necessary.

The Audit Committee

President
René Medori, Chairman, Petrofac Ltd

Members
Yannick Assouad, Aeronautical Director, Lead Director of the Board of Directors
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 2019, this committee had the following members: Robert Castaigne (Chairman), Yannick Assouad, Graziella Gavezotti and René Medori. Since that date, its membership 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. Their main areas of expertise in relation to VINCI’s operations are indicated in the table in paragraph 3.1, page 139. Further details of their experience and qualifications are provided in the curriculum vitae
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 2019

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 2019 self-assessment, presentation of the Eurovia business line, presentation of the system in use at VINCI Energies, 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 together with the presentation of the 2020 CyberSecPlan for information systems security, presentation of the risk mapping exercise and the 2019 audit programme, review of off-balance sheet commitments at 31 December 2018 and 30 June 2019;
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;
the Group’s policy in respect of insurance: presentation of the Group’s insurance programme.
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; the Insurance Officer; 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, Member of the Supervisory Board of FCPE Castor, Head of Insurance, 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. From 14 April 2015 until 17 April 2019, this committee had five Directors as permanent members: Yves-Thibault de Silguy (Chairman), Uwe Chlebos, Ana Paula Pessoa, Josiane Marquez and the permanent representative of Qatar Holding LLC. Since 17 April 2019, it has 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. 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 2019

In its meetings, the Strategy and CSR Committee addressed the following subjects in particular:
six acquisition projects in Contracting;
four proposed multi-year contracts;
six airport concession opportunities;
review of the Group’s diversity and integration policy.

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 2019, the composition of this committee was as follows: Pascale Sourisse (Chairman), Robert Castaigne, Miloud Hakimi and Michael Pragnell. Since that date, it has had five members: Marie-Christine Lombard (Chairman), Caroline Grégoire Sainte Marie, 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 and Sustainable Development 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

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 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 2019

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 2018;
proposal for an adjustment to the structure of the Chairman and Chief Executive Officer’s remuneration;
consideration of a resolution to be submitted for shareholder approval at the Shareholders’ General Meeting to increase the aggregate amount of remuneration allocated to Board members from €1.4 million to €1.6 million as from 1 January 2019;
discussions concerning the portion of the executive company officer’s remuneration that is tied to corporate social responsibility criteria;
noting of the fulfilment of performance conditions for the long-term incentive and performance share plans set up on 19 April 2016 and determination of the proportion of the awards able to vest;
noting of the fulfilment of the performance condition relating to the increase in the payment limit under the defined benefit pension plan for which the Chairman and Chief Executive Officer is eligible;
examination of draft ordinary resolutions to be submitted for shareholder approval at the 2019 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 performance share plans to be put in place in 2019 for employees and executives other than the Chairman and Chief Executive Officer;
review of a proposed long-term incentive plan to be put in place in 2019 for the executive company officer;
proposal to continue into 2020 the long-term incentive programme set up in 2019;
update on the employee share ownership policy in France and around the world;
presentation of pay ratios for 2018 calculated in relation to the remuneration of employees of the VINCI holding company and the Group’s companies in France.

The Appointments and Corporate Governance Committee

President
Yannick Assouad, Aeronautical Director, Lead Director of the Board of Directors

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. From 1 November 2018 until 17 April 2019, it had the following members: Yannick Assouad (Chairman), Jean‑Pierre Lamoure, Marie-Christine Lombard, Yves-Thibault de Silguy and Pascale Sourisse. Since 17 April 2019, its membership has been as follows: Yannick Assouad (Chairman), Robert Castaigne, Jean-Pierre Lamoure, 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 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 Remuneration Committee;
reviews the independence of serving Board members each year.

Activities in 2019

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 2018; carried out this assessment of VINCI’s Executive Management together with the Remuneration Committee;
proposed that the Board submit resolutions for the appointments of a new Director and a Director representing employee shareholders to the Shareholders’ General Meeting of 17 April 2019;
reviewed the candidacies for the position of Director representing employee shareholders;
evaluated each Board member with regard to the independence criteria of the Afep-Medef code and made proposals to the Board;
reviewed chapter C, “Report on corporate governance” of the Report of the Board of Directors, 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; proposed that a formal assessment of the Board be carried out during the second half of 2019 and engaged the services of an independent consultant for this purpose;
reviewed the report drawn up by the independent consultant relating to the assessment of the Board;
evaluated the effectiveness of the Shareholders’ General Meeting;
heard from the Vice-President responsible for Human Resources and Sustainable Development about Executive Review procedures carried out in 2019;
considered Directors’ terms of office ending in 2020;
defined the search criteria for a new Director, whose appointment will be proposed to shareholders at the Shareholders’ General Meeting of 9 April 2020, and recommended a candidate to be appointed;
broached the subject of a succession plan for the executive company officer;
examined issues requiring attention in the area of corporate governance as identified by institutional shareholders.

Last updated: 26/03/2020