Board of directors

Chairman and Chief Executive Officer

Xavier Huillard

Directors

Yannick Assouad, Executive Vice-President, Avionics, Thales, Lead Director of the Board of Directors, VINCI Chair of the Appointments and Corporate Governance Committee and member of the Audit Committee

Benoit Bazin, Executive Officer of Saint-Gobain, Chair of the Strategy and CSR Committee and member of Appointments and Corporate Governance Committee

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

Graziella Gavezotti, Director, Edenred SA, Member of the Remuneration Committee

Caroline Grégoire Sainte Marie, Company director, Member of the Strategy and CSR Committee

Claude Laruelle, Chief Financial Officer, Veolia, member of the Audit Committee and member of the Appointments and Corporate Governance Committee

Marie-Christine Lombard, Chairman of the Executive Board, Geodis SA; Chair of the Remuneration Committee and member of the Appointments and Corporate Governance Committee

René Medori, Non-executive Chairman, Petrofac Ltd; Chair of the Audit Committee

Roberto Migliardi, Business Engineer, Axians Communication & Systems, Member of the Remuneration Committee

Dominique Muller Joly-Pottuz, Head of Insurance, VINCI Construction France, Director representing employee shareholders, Member of the Strategy and CSR Committee

Ana Paula Pessoa, Chairwoman and Chief Strategy Officer, Kunumi AI (Brazil)

Alain Saïd, Business Manager, Comsip, member of Strategy and CSR Committee

Pascale Sourisse, Senior Executive Vice-President, International Development, Thales; Member of both the Remuneration Committee and the Strategy and CSR Committee

Qatar Holding LLC, Permanent representative: Abdullah Hamad Al Attiyah, Member of the Strategy and CSR Committee

The key features of the Board’s composition at 31 December 2021 are summarised below^(*):

^(*) 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.

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

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In 2021, the Board held 11 meetings (seven ordinary meetings and four 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, whose meetings are open to all directors thus allowing them to learn about these opportunities, express an opinion and 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 2021, Board meetings were held in person and using video and audio conferencing methods due to the Covid-19 health crisis.

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 8 April 2021.

In 2021, resolutions to renew the terms of office of Yannick Assouad and Graziella Gavezotti as Directors were passed at the Shareholders’ General Meeting and the term of office of Michael Pragnell as Director ended at the close of this same meeting.

At the Shareholders’ General Meeting of 12 April 2022, resolutions will be put to the vote 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. The term of office of Yves-Thibault de Silguy as Director will end at the close of this same meeting. As the terms of office of Uwe Chlebos and Miloud Hakimi as Directors representing employees will also end at the close of the meeting and in accordance with the provisions of Article 11.3 of the Articles of Association, VINCI’s Social and Economic Committee decided to designate Alain Saïd and its European Works Council decided to designate Roberto Migliardi to replace them.

In anticipation of the expiration of Mr de Silguy’s term of office, the Appointments and Corporate Governance Committee sought to recommend a candidate to the Board offering both technical and financial expertise. During its meeting of 3 February 2022, the Board approved the Appointments and Corporate Governance Committee’s recommendation to submit the appointment of Mr Laruelle as Director for shareholder approval at the upcoming Shareholders’ General Meeting.

The table below highlights the changes in the Board’s composition having occurred in 2021 and those that will occur in coming years:

 

The Board of Directors pays very particular 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;
- 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.

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 62 at 31 December 2021, at which time three of them were over 70, including one over 75.

When new directors take office, they receive legal and financial information on the Company and its group of companies, 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 Board meetings, in particular with regard to corporate social responsibility, and take part in visits to the Group’s worksites and other business premises. Via a dedicated website, they are given access 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.