Organisation of VINCI’s corporate governance
In May 2010, the Board opted for a system of governance in which the roles of Chairman of the Board and Chief Executive Officer are combined, appointing Xavier Huillard to both positions at this time. At its meeting of 4 February 2016, the Board of Directors discussed the Company’s governance structure, reviewing the report submitted by the Appointments and Corporate Governance Committee on this subject, and concluded that the combination of the roles of Chairman of the Board and Chief Executive Officer, together with the responsibilities entrusted to the Vice-Chairman and Senior Director, remains at present the system of governance best suited to the Group’s organisation, in particular because it unifies and then clarifies the Group’s top-level representation toward third parties, which makes the Group more responsive.
It should be noted that the Board has opted for different systems of governance over the years (combination of the roles of Chairman of the Board and Chief Executive Officer from 2000 to 2006, separation of these roles between 2006 and 2010, and combination of these roles accompanied by the creation of the new position of Vice-Chairman and Senior Director beginning in 2010). On each occasion, the Board’s objective was to select the system best suited to the efficient operation of the Company’s governance bodies in consideration of the internal as well as external environments, the personal profiles of its executives and the Group’s operational imperatives. Following each decision, the Board has evaluated the proper functioning of its rules and the effectiveness of their implementation at regular intervals. The relevance of the current system has been confirmed with respect to the independence of the Board and its committees, the involvement of its members, and the very positive feedback from the Directors regarding the efficiency of this governance structure, which is based on the trio of Chairman and Chief Executive Officer, Vice-Chairman and Senior Director, and Board of Directors.
The division of responsibilities between the Company’s governance bodies, as set forth in the internal rules of the Company’s Board of Directors, is as follows:
|Board||Chairman and Chief Executive Officer||Vice-Chairman and Senior Director|
|Responsibilities defined by law
Additional responsibilities resulting from the internal rules:
- Appointment and terms of reference of the Vice-Chairman and Senior Director
- Prior approval of strategic choices
- Prior approval of strategic investments and transactions (acquisitions or disposals) that are material for the Group’s scope of consolidation, business activities, risk profile, earnings, the balance sheet and/or the VINCI share price and specifically those relating to an exposure in an amount greater than €200 million for the Group
- Prior approval of all transactions referred to the Strategy and Investments Committee
- Prior approval of all transactions that fall outside the Company’s announced strategy
|Organisation and supervision of the work of the
Implementation of decisions taken
Operational management of the Group, in possession of the broadest powers to act in all circumstances in the Company’s name
|Assistance provided to the Chairman with regard to the organisation and proper functioning of the Board and its committees
Assistance provided to the Board with a view to the proper functioning of governance bodies and the furnishing of information to its members
Power to call a Board meeting at any time without a specific agenda and to add any item to the agenda
Board meeting held in the absence of the executive company officers once a year in order to evaluate their performance and assess the effectiveness of governance
Management of conflicts of interest
Chairman and Chief Executive Officer
Xavier Huillard has served as both Chairman and Chief Executive Officer since 6 May 2010. The Board renewed his appointment to these positions at its meeting of 15 April 2014, held immediately following the Shareholders’ General Meeting that renewed his term of office as Director for a period of four years.
He has the responsibilities mentioned in the table above. He regularly presents the Group’s performance, prospects and strategy to the financial community, in particular through road shows.
Mr Huillard chairs both the Executive Committee and the Management and Coordination Committee.
The Executive Committee comprises the Group’s main operational and functional executives and had 12 members at 4 February 2016. Apart from implementing the Group’s strategy, the Executive Committee defines and monitors the implementation of its policies in the areas of risk management, finance, human resources, safety, IT and insurance. It met 22 times in 2015, thus an average of about two meetings per month.
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 31 members at 4 February 2016. 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 2015
Mr Huillard also chairs the Risk Committee with powers to delegate this function.
Vice-Chairman and Senior Director
Yves-Thibault de Silguy was appointed as Vice-Chairman and Senior Director on 6 May 2010, when the Board decided to combine the roles of Chairman and Chief Executive Officer. The Board renewed his appointment to this position at its meeting of 15 April 2014, held immediately following the Shareholders’ General Meeting that renewed his term of office as Director.
In creating the position of Vice-Chairman and Senior Director, the Board’s objective was to have a member with an in-depth knowledge of the Group and its employees – knowledge that would be regularly updated through ongoing contact with company employees – and who would also have real powers, as described in the Board’s internal rules. Every year since 2010, the Board’s assessments have concluded that this position is useful and efficient.
Mr de Silguy reports on his activities to the Remuneration Committee, the Audit Committee, the Board of Directors and the shareholders at their General Meeting (see the Report of the Vice-Chairman and Senior Director on pages 222 and 223 of this document).
In the context of his activities, Mr de Silguy:
- devotes a large portion of his time to keeping himself informed about the business and operations of the Group through regular meetings with the Group’s principal operational and functional executives;
- regularly meets with Directors individually and brings them together in a meeting once a year, without the executive company officers being present, so as to evaluate their performance;
- chairs two committees – the Strategy and Investments Committee and the Appointments and Corporate Governance Committee – whose work he organises. He prepares in advance the process by which the Appointments and Corporate Governance Committee seeks out and selects candidates to be appointed as Directors as well as the process for the assessment of the work of the Board.
Mr de Silguy also leads numerous meetings with shareholders.
In addition, Mr de Silguy assists the Chairman and Chief Executive Officer and the executives of the Group’s numerous subsidiaries, at their request, in top-level representation vis-à-vis governmental authorities and major customers and business partners in France and abroad. This assistance is provided under a services agreement, entered into with Mr de Silguy on 5 February 2014 for a term of four years and approved by the Shareholders’ General Meeting of 15 April 2014. In order to ensure that this contract does not give rise to any conflict of interest or weaken the role of Senior Director separately assigned to him, the remuneration paid to Mr de Silguy is a fixed, non-adjustable sum and therefore independent of the scope of assignments entrusted to him. The Audit Committee reviews the performance of the services agreement every year, on the basis of a detailed written activity report. The agreement may be terminated by either party at each anniversary date. Acting on the advice of the Audit Committee, which conducts an annual review of Mr de Silguy’s activity report, the Board determined, at its meeting of 4 February 2016, that the continuing performance of this agreement is useful for the Group and that the remuneration paid is consistent with the services provided.
Lastly, the Board is necessarily aware of the fact that it has appointed an individual as Vice-Chairman and Senior Director who cannot be considered independent. On the basis of its new review, the Board concluded that Mr de Silguy is still able to carry out his duties with full independence and therefore with efficiency, despite not having formal independent status.
In reaching this decision, the Board noted the following points:
- With regard to the work performed by the Board, the items of business considered and voted upon in its meetings, and its interactions with Executive Management, the Board indicated that it was satisfied with the way in which Mr de Silguy carries out his responsibilities as well as the insight and perspectives he brings both to the Board as a whole and to its individual members in the role assigned to him.
- With the expiry on 6 May 2015 of the period of five years mentioned in Article 9.4 of the Afep-Medef code, the fact that Mr de Silguy served as Chairman of the Board of VINCI from June 2006 to May 2010 no longer poses any obstacle to his independence.
- The Board also noted that Mr de Silguy has served as a Director of VINCI since 2000, thus for more than 12 years, and that he has entered into the aforementioned services agreement with the Company. Accordingly, the Board concluded that he still cannot appropriately be considered independent. Nevertheless, for the reasons given above, the Board believes that these two factors do not impinge upon Mr de Silguy’s ability to freely exercise judgment or to carry out his responsibilities in an entirely objective manner.