Board of directors

Chairman and Chief Executive Officer

Xavier Huillard

Directors

Carlos F. Aguilar, President and CEO, Old Hundred Road, LLC

Yannick Assouad, Executive Vice-President, Avionics, Thales

Benoit Bazin, Chief Operating Officer of Saint-Gobain

Graziella Gavezotti, Director, Edenred SA

Caroline Grégoire Sainte Marie, Supervisory or supervisory board member in several companies

Claude Laruelle, Group Chief Financial Officer, Veolia

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

René Medori, Non-executive Chairman of Petrofac Ltd

Annette Messemer, Supervisory board member in several companies

Roberto Migliardi, Business Engineer, Axians Communication & Systems
Director representing employees

Dominique Muller, Head of Insurance, Building France and Civil Engineering France divisions, VINCI Construction
Director representing employee shareholders

Alain Saïd, Business Manager, Comsip
Director representing employees

Qatar Holding LLC, Permanent representative: Abdullah Hamad Al Attiyah

As a general rule, the members of the Board of Directors are appointed individually by vote of the shareholders at the Ordinary Shareholders’ General Meeting as proposed by the Board, itself referring to the opinion of the Appointments and Corporate Governance Committee. However, the two Directors representing employees, namely Roberto Migliardi and Alain Sa.d, were designated respectively by VINCI’s European Works Council and its Social and Economic Committee, in accordance with the provisions of Article 11.3 of the Articles of Association.

Each Board member, other than the Directors representing employees and the Director representing employee shareholders, must hold a minimum of 1,000 VINCI shares in registered form.

The main characteristics of the Board’s membership at 31 December 2022 are summarised below^(*):

The members of the Board have experience and expertise in the following areas:

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^(*) In accordance with the provisions of the Afep-Medef code and the French Commercial Code.
^(**) Excluding the Directors representing employees.
^(***) Excluding the Directors representing employees and employees shareholders.

As recommended by the Afep-Medef code, the Board regularly reviews its composition so as to ensure balance, particularly in terms of diversity (gender representation, age, nationalities, international profiles, expertise). The results of this policy are summarised in the table below:

The term of office of directors is four years. The Company’s Articles of Association provide that no one may be appointed or reappointed as a director after reaching the age of 75. In addition, no more than one-third of the directors in office at the close of the financial year for which shareholders are asked to approve the financial statements may be over 70.

The average age of directors in office was 61 at 31 December 2022, at which time two of them were over 70, including one over 75.

 

Experience and areas of expertise of Board members

Given the decision by the Board of Directors to devote a significant portion of its work to monitoring the adoption of procedures to promote the efficient management of CSR issues, VINCI’s Executive Management has established a work programme including a systematic review of all commitments enshrined in the VINCI Manifesto and how they are being implemented in the Group’s business lines, which is coordinated by the Strategy and CSR Committee. This committee’s meetings are open to all members of the Board of Directors, at which they receive presentations covering the expected outcomes as laid down by regulations and communicated by stakeholders, the targets set by the Group for each business line and the progress made. This approach gives all Board members access to full and up-to-date information on specific areas of CSR as they relate to the Group’s business lines and their material issues, but also on the ways in which actions and initiatives are put in place across the Group.

Activities in 2022

In 2022, the Board held nine meetings (seven ordinary meetings and two extraordinary meetings). Ordinary meetings of the Board are scheduled over a year in advance, whereas extraordinary meetings are often convened at very short notice, which can sometimes prove difficult to reconcile with the professional constraints of certain directors.

Nevertheless, it is worth noting that extraordinary meetings of the Board are usually called to examine proposed acquisitions or major long-term contracts which, prior to being submitted to a formal Board meeting, have been the focus of one or more review sessions held by the Strategy and CSR Committee. As these sessions held by the Strategy and CSR Committee are open to all directors, they are able to learn about these opportunities, express an opinion and, where necessary, give voting instructions to the director they have appointed as proxy to vote on their behalf at a formal Board meeting. All directors are invited to take part in the meetings of the Strategy and CSR Committee and receive the related documentation, which may also be viewed using a tablet or computer via the application set up for this purpose by the Board.

In 2022, all meetings were held in person, with some of the directors taking part remotely via videoconferencing

The overall attendance rate for directors at Board meetings held in 2022 was 95%. The table below provides details on individual attendance rates for all directors at Board meetings as well as the meetings of its committees.

C: Chairman; M: Member.
^(*) Until 12 April 2022.
^(**) From 12 April 2022.

Changes in the composition of the Board

At the 2022 Shareholders’ General Meeting, the resolutions to renew the terms of office of Xavier Huillard, Marie-Christine Lombard, René Medori and Qatar Holding LLC as Directors, as well as to appoint Claude Laruelle as Director were all passed. Yves-Thibault de Silguy’s term of office as Director ended at the close of this same meeting. Furthermore, the terms of office of Uwe Chlebos and Miloud Hakimi as Directors representing employees also ended at the close of the meeting. In accordance with the provisions of Article 11.3 of the Articles of Association, VINCI’s Social and Economic Committee decided to designate Alain Sa.d and its European Works Council decided to designate Roberto Migliardi to replace them.

At the Shareholders’ General Meeting of 13 April 2023, resolutions will be put to the vote to renew Caroline Grégoire Sainte Marie’s term of office as Director, as well as to appoint Carlos F. Aguilar and Annette Messemer as Directors. The terms of office of Robert Castaigne, Ana Paula Pessoa and Pascale Sourisse as Directors will end at the close of this same meeting. In addition, given that Dominique Muller’s term of office as Director representing employee shareholders will end at the close of the meeting, the process to appoint a new Director representing employee shareholders, provided for in Article 11.2 of the Articles of Association, has been initiated. Shareholders will thus be asked at the meeting to vote on the candidate or candidates put forward, and voting will conclude once the position has been filled.

Due to the departures of several directors, the Appointments and Corporate Governance Committee sought to recommend two candidates to the Board having an international profile and offering both technical and financial expertise. During its meeting of 8 February 2023, the Board approved the Appointments and Corporate Governance Committee’s recommendation to submit the appointment of Carlos F. Aguilar and Annette Messemer as Directors for approval at the Shareholders’ General Meeting of 13 April 2023.

Carlos F. Aguilar and Annette Messemer have experience and expertise in the following areas:

At the close of the Shareholders’ General Meeting of 13 April 2023, the characteristics of the Board’s membership will be as follows, provided that all resolutions put to the vote at the meeting are passed, with the understanding that, in accordance with the French Commercial Code and the Afep-Medef code, the Directors representing employees and the Director representing employee shareholders are not included when calculating percentages for Board independence and gender balance:

The members of the Board have experience and expertise in the following areas:

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The table below highlights the changes in the Board’s composition having occurred in 2022 and those that will occur in coming years:

 

Procedure for the selection of new Board members

The Board of Directors pays great attention to the selection of its members. The Board’s composition must offer the best possible diversity and reflect, as much as possible, experiences in the various geographic regions where the Group operates, covering a range of technical and complementary skills and expertise, and include members fully familiar with the Group’s activities.

On this basis, the Appointments and Corporate Governance Committee submits its proposals to the Board for the selection, possibly with the assistance of an outside recruitment firm, of candidates contributing to the renewal of the Board’s composition, bearing in mind the following criteria in particular, while aiming to maintain a high proportion of independent members:
- professional experience;
– knowledge of the Group or its industry sectors;
– experience in geographical areas that are strategic for the Group;
– skills, particularly in management, acquired within large international companies, whether based in France or abroad;
– financial and accounting expertise;
– skills in the areas of CSR, R&D and digital transformation;
– sufficient availability.

The Board of Directors and the Appointments and Corporate Governance Committee regularly evaluate the composition of the Board and its committees as well as the various skills and experiences each of their members bring to their positions. Approaches and guidelines are also identified in order to guarantee the best balance possible by aiming to ensure a complementary set of profiles from the perspective of international experience, skills and backgrounds.

Training of Board members

When new directors take office, they receive legal and financial information relating to the Group, which is frequently updated. They also take part in meetings with the Group’s main senior executives. In addition, to improve their knowledge of the Group, directors regularly receive presentations on Group companies or on cross-cutting policies during meetings of the Board and its Strategy and CSR Committee, in particular with regard to corporate social responsibility, and take part in visits to the Group’s worksites and other business premises. Via a specific application, they are given access on their tablet or computer to all information necessary to perform their duties.

The Directors representing employees and the Director representing employee shareholders may dedicate a maximum of 15 hours to preparing for each meeting of the Board or of any Board committee of which they are members. They are entitled to receive appropriate training, in accordance with applicable legal provisions.