Organisation of VINCI’s corporate governance
VINCI’s governance processes are a regular topic of discussion at Board meetings. The governance structure put in place upon the renewal of Xavier Huillard’s term of office, which involves the combination of the roles of Chairman and Chief Executive Officer, was confirmed by the Board at its meetings of 5 February 2019 and 4 February 2020. However, it should be noted that the Board decided to separate the roles of Vice-Chairman and Lead Director effective 1 November 2018.
The Board believes that this approach is in the Company’s best interests. It is well suited to the Group’s highly decentralised organisation – following directly from the nature of its largely local business activities – which entails considerable delegation of responsibility to operational managers, while instilling a culture of all-round performance spearheaded by the parent company, acting through its Board and its Executive Management.
Although each division is organised in a manner allowing it to function independently under the supervision of its company officers, the Group must be steered at the highest level by a leader able both to guide the divisions as they expand their operations, particularly outside France, and to implement the overall strategy approved by the Board.
This system of governance, which has proven effective for many years, requires the Chairman and Chief Executive Officer to have a deep understanding of the Group and its business lines as well as the experience needed to share this understanding with the members of the Board from a strategic perspective. But he must also lead the dissemination of a shared culture while garnering the strong and ongoing commitment of the Group’s entities and their many managers to living its core values.
The Board considers that these conditions are currently met and that the system in place is efficient. The Directors find that the information to which they have access as well as the existing checks and balances are not only satisfactory but key to ensuring that the Board completely fulfils its role.
The division of responsibilities between the Company’s governance bodies and top management, as set forth in the Board’s internal rules, is as follows:
|Board of directors||Chairman and Chief Executive Officer|
|- Appointment or renewal of the terms of office of the Chairman and Chief Executive Officer, the Vice-Chairman and the Lead Director
- Prior approval of strategic choices
- Prior approval of strategic investments and material transactions relating to exposures in amounts greater than €200 million
- Prior approval of all transactions referred to the Strategy and CSR Committee
- Prior approval of all transactions that fall outside the Company’s announced strategy
- Organisation and supervision of the work of the Board
- Implementation of decisions taken
- Operational management of the Group
|- Chairmanship of the Strategy and CSR Committee (investments in excess of €50 million)
- Representation at the request of the Chairman and Chief Executive Officer
- Insight provided to the Board on the Group’s operations
- Working relationship with the Group’s main managers
- Participation in meetings with shareholders or proxy advisers at the request of the Chairman and Chief Executive Officer
|- Chairmanship of the Appointments and Corporate Governance Committee
- Management of conflicts of interest
- Point of contact for Board members, shareholders and proxy advisers at the request of the Chairman and Chief Executive Officer
- Meetings of the Board in the absence of the executive company officers
Chairman and Chief Executive Officer
Xavier Huillard has served as both Chairman of the Board and Chief Executive Officer since 6 May 2010. The Board reappointed him to these positions at its meeting of 17 April 2018, held immediately following the Shareholders’ General Meeting during which the shareholders voted to renew his term of office as Director. He has the duties and responsibilities conferred by law.
He regularly presents the Group’s performance, prospects and strategy to the financial community, in particular through roadshows. Mr Huillard chairs both the Executive Committee and the Management and Coordination Committee. He also chairs the Risk Committee, with powers to delegate this function.
Organisation of VINCI’s Executive Management and corporate management structures
Mr Huillard has appointed Pierre Coppey, Richard Francioli and Christian Labeyrie as Executive Vice-Presidents.
He has formed the Executive Committee comprising the Group’s main operational and functional executives, which had 12 members at 4 February 2020. The information required under Article L.225-37-4-6° of the French Commercial Code on the means by which the Company aims to achieve gender balance within its governance bodies is provided in paragraph 1.5.2 of chapter E, “Workforce-related, social and environmental information”.
Apart from implementing the Group’s strategy, the Executive Committee defines and monitors the implementation of its cross-cutting policies, particularly in the areas of risk management, finance, human resources, safety, IT and insurance. The Executive Committee met 22 times in 2019.
The Management and Coordination Committee is composed of the members of the Executive Committee, together with the key operational and functional executives of the Group’s main companies, and had 26 members at 4 February 2020. Its purpose is to ensure broad consultation on VINCI’s strategy and position as well as on cross-cutting policies within the VINCI Group. The Management and Coordination Committee met four times in 2019.
On 1 November 2018, the Board reappointed Yves-Thibault de Silguy as Vice-Chairman. In this position, he has the following duties and responsibilities, as laid down in the Board’s internal rules::
- providing support to the Chairman, particularly with respect to representation, whenever necessary;
- providing insight to the Board on the Group’s organisation, its principal executives and its activities;
- taking part in meetings with shareholders or proxy advisers as often as required.
The Vice-Chairman chairs the Strategy and CSR Committee.
The Vice-Chairman has drawn up a report on the performance of his duties in 2019.
The position of Lead Director was created by the Board on 6 May 2010, when it decided to combine the roles of Chairman and Chief Executive Officer.
The purpose of this position is to ensure that the Board includes a member able to serve as a point of contact for all Directors distinct from the Chairman and Chief Executive Officer and who also has the personal powers necessary to guarantee the Board’s responsiveness in all circumstances.
This position has been held by Yannick Assouad, an independent Director, since 1 November 2018.
The Lead Director has the following duties and responsibilities, as laid down in the Board’s internal rules:
- serving as the point of contact for Board members and shareholders regarding governance questions; (email@example.com)
- communicating with institutional investors and proxy advisers at the request of the Chairman;
- convening the Board once a year in the absence of the executive company officers to evaluate their performance and assess the -effectiveness of governance;
- managing conflicts of interest.
The Lead Director chairs the Appointments and Corporate Governance Committee and may request the addition of any item to the agenda of a Board meeting or ask the Chairman to call a meeting of the Board.
The Lead Director has drawn up a report on the performance of her duties in 2019.