Board of directors

Board of directors

Chairman and Chief Executive Officer

Xavier Huillard

 

Directors

Yves-Thibault de Silguy, Vice-Chairman of the Board of Directors, VINCI

Yannick Assouad, Chief Executive Officer, Latécoère - Lead Director, VINCI

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

Uwe Chlebos, Director representing employees; insulation installer, G+H Isolierung GmbH

Graziella Gavezotti, Chief Operating Officer, Southern Europe and Africa, Edenred

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

Miloud Hakimi, Director representing employees; project manager, ViE SAS

Jean-Pierre Lamoure, Chairman of the Supervisory Board, Atlantic SFDT

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

René Medori, Chairman, Petrofac Ltd

Dominique Muller Joly-Pottuz, Mitglied des Aufsichtsrats des Mitarbeiterbeteiligungsfonds FCPE Castor, Leiterin der Versicherungsabteilung, VINCI Construction France

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

Michael Pragnell, Former founding Chief Executive Officer and Chairman of the Executive Committee, Syngenta AG

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

The key features of the Board’s composition at 31 December 2018 are summarised below (*):

(*) In accordance with the Afep-Medef code.

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

In 2018, the Board held nine meetings (seven ordinary meetings and two extraordinary meetings). Ordinary meetings of the Board are scheduled nearly a year in advance, whereas extraordinary meetings are often convened at very short notice. The table below provides details on individual attendance rates for all Directors at Board meetings as well as the meetings of its committees. It should be noted that every Director, except for the Chairman and Chief Executive Officer, is a member of at least one Board committee, and that all of them are invited to take part in the meetings of the Strategy and CSR Committee.

In 2018, the Shareholders’ General Meeting approved the renewal of the terms of office of Xavier Huillard, Yves-Thibault de Silguy, Marie‑Christine Lombard and Qatar Holding LLC as Directors, as well as the appointment of René Medori as Director. As the terms of office of the Directors representing employees, namely Uwe Chlebos and Miloud Hakimi, ended at the close of the Shareholders’ General Meeting of 17 April 2018, the trade union having the highest number of members within the VINCI Group and the European Works Council together re-elected these two individuals to serve until 2022, pursuant to the provisions of Article 11.3 of the Articles of Association.

At its meeting of 5 February 2019, the Board decided that the composition of its committees would be changed after the Shareholders’ General Meeting of 17 April 2019, in order to ensure compliance with the recommendations of the Afep-Medef code. From that date, Mr Medori will chair the Audit Committee and Mrs Lombard will chair the Remuneration Committee.

At the Shareholders’ General Meeting of 17 April 2019, resolutions will be put to a vote to renew the terms of office of Ana Paula Pessoa, Pascale Sourisse and Robert Castaigne as Directors, and to appoint Caroline Grégoire Sainte Marie as Director. The Board of Directors believes that the renewal of the terms of office of Mrs Pessoa, Mrs Sourisse and Mr Castaigne will be especially beneficial on account of their high level of expertise in their respective fields (Mrs Pessoa in finance, digital technology and services; Mrs Sourisse in telecommunications and digital technology; Mr Castaigne in finance and financial markets). Given that the term of office of Josiane Marquez, the Director representing employee shareholders, ends at the close of this same Shareholders’ General 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.

As recommended by the Afep-Medef code, the Board regularly reviews its composition so as to ensure balance, particularly in terms of diversity (proportion of women and men, 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 2018, at which time three of them were over 70 and none of them were over 75.

When new Directors take office, and subsequently at regular intervals, they receive legal and financial information on the Company and its group of companies, which is frequently updated, in particular via a dedicated digital platform that gives them access to all documents presented at Board meetings. Following each ordinary Board meeting, the new Directors meet with the members of the Executive Committee. 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. If desired, they may also attend training sessions offered by independent organisations, such as the Institut Français des Administrateurs (IFA).

At its meeting of 4 February 2016, and in accordance with the Decree of 3 June 2015, the Board (i) decided that the Directors representing employees and the Director representing employee shareholders would be permitted to dedicate a maximum of 15 hours to preparing for each meeting of the Board or of any Board committee of which they are members and (ii) approved an approach intended to ensure that they receive appropriate training.