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, Aeronautical Director, Lead Director of the Board of Directors

Benoit Bazin, Chief Operating Officer of Saint-Gobain

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

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

René Medori, Chairman, Petrofac Ltd

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)

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 2019 are summarised below (*):

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

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

In 2019, 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 for infrastructure projects 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, thus allowing Directors 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.

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.
^(*) From 17 April 2019.
^(**) Until 17 April 2019.

At the Shareholders’ General Meeting of 17 April 2019, the shareholders voted to renew the terms of office of Robert Castaigne, Ana Paula Pessoa and Pascale Sourisse as Directors, and to appoint Caroline Grégoire Sainte Marie as Director and Dominique Muller Joly-Pottuz as Director representing employee shareholders (replacing Josiane Marquez).

At the Shareholders’ General Meeting of 9 April 2020, a resolution will be put to a vote to appoint Benoît Bazin as Director. It is also worth noting that the term of office of Jean-Pierre Lamoure as Director will end at the close of this same meeting.

In consideration of Mr Lamoure’s upcoming departure, the Appointments and Corporate Governance Committee focused on finding a candidate offering comparable technical expertise in order to round out the range of knowledge represented by Board members. During its meeting of 19 December 2019, the Board approved the Appointments and Corporate Governance Committee’s recommendation to appoint Benoît Bazin.

The table below highlights the changes in the Board’s composition having occurred in 2019 and those that will occur in coming years:

 

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 2019, at which time four of them were over 70 and none of them were 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 principal 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. At their request, they are entitled to receive appropriate training, in accordance with applicable legal provisions.