Organisation of VINCI’s corporate governance
Rules of corporate governance
Corporate governance code applied by the Company
The Board has opted to refer to the recommendations of the Afep-Medef Corporate Governance Code (hereinafter the “Afep-Medef code”), which may be consulted in full on the Medef website (www.medef.com). At the date of this report, the Company’s practices were in full compliance with the recommendations of the Afep-Medef code.
The Board has adopted internal rules, which cover the organisational and operating procedures of the Board and its committees, the respective responsibilities and powers of the Board, the Chairman and Chief Executive Officer, the Vice-Chairman and the Lead Director, as well as the rights and obligations of Board members, and in particular their right to information, their access to executives and the rules relating to the management of possible conflicts of interest. The Board of Director’s internal rules are updated on a regular basis. The last such update entered into effect on 1 November 2018. The internal rules may be accessed in their entirety on the Company’s website (www.vinci.com).
Organisation of VINCI’s corporate governance
The general approach to VINCI’s corporate governance is structured around ongoing interactions between multiple governing and management bodies as befits the Group’s decentralised organisation. At the level of the parent company VINCI SA, governance is structured around a Board of Directors comprised of 15 members, three of whom represent either the employees or employee shareholders, and the Group’s Executive Management.
The Board of Directors has the duties and responsibilities laid down in law as well as those set forth in its internal rules, all of which are exercised through its ordinary meetings (planned in advance) or extraordinary meetings (convened as necessary) as well as the activities of its specialised committees. The Board’s proceedings are organised by its Chairman and those of its specialised committees by their respective chairs. Discussions of certain matters, including strategy, the effectiveness of the governance system and the various issues relating to corporate social responsibility (CSR), are supervised by the Vice-Chairman and/or the Lead Director, as appropriate.
Given the Group’s size, the Board of Directors limits its examination of individual transactions (investments) to those exceeding certain materiality thresholds. Activities pertaining to operations are spearheaded by the Group’s subsidiaries organised into business lines, which report on them to Xavier Huillard, VINCI’s Chief Executive Officer, who also serves as Chairman of the Board. The Board of Directors fully exercises the duties and responsibilities falling within its area of competence, and particularly those relating to financial policy, strategy, image and reputation, at the same time ensuring that the Group’s sustainable development challenges are being addressed, in all their workforce-related, social and environmental aspects.
The operations of a group as decentralised as VINCI involve multiple decisions every day that must be taken at the proper level of the organisation, thereby reserving the involvement of the Board for decisions falling within its area of competence and particularly those relating to financial policy, strategy, image and reputation, and sustainable development, including its workforce-related, social and environmental aspects.
The relevance of this organisational approach, and in particular the decision to combine the roles of Chairman and Chief Executive Officer, is a regular topic of discussion at Board meetings and during external assessments of the Board, carried out with the assistance of independent consultants every three years. It guarantees that directors are kept properly informed and allows for the efficient preparation of the decisions they are asked to consider as part of the Board’s procedures.
The Board of Directors has confirmed that the system in place is well suited to the Group’s circumstances. It has proven effective as much in periods of growth as during the period of instability caused by the Covid-19 crisis. Due to the considerable decentralisation of VINCI’s activities, this unprecedented crisis demanded responsiveness on the ground along with the ability to manage multifaceted and complex situations, both in France and abroad, with consistency and resilience, all while instilling confidence in the Group’s continued success among its 219,299 employees and all its other stakeholders.
VINCI’s model, which is founded on the autonomy of managers, responsibility and cross-cutting values, thus showed itself to be particularly effective. The strong cohesion between the approach adopted by the Board of Directors and its implementation on the ground, aided by the short and efficient chain of command under the leadership of the Chairman and Chief Executive Officer, largely contributed to this success.
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|
| * Appointments :
– Appointments of the Chairman, the Chief Executive Officer, the Vice- Chairman, the Lead Director and any Deputy CEOs
– Formation of Board committees
– Prior approval of strategic choices
– Prior approval of strategic investments and material transactions relating to exposures in amounts greater than €200 million carried out by the parent company or its subsidiaries
– Prior approval of all transactions referred to the Strategy and CSR Committee
– Prior approval of all transactions outside the Company’s announced strategy
|* Chairmanship of the Board:
– Organisation and supervision of the work of the Board
* Executive Management:
– Implementation of decisions taken by the Board
* Operational management of the Group:
– Appointments of senior executives of the Company and its main subsidiaries
– Approval of material transactions carried out by the subsidiaries
|* Chairmanship of the Board in the absence of the Chairman
* Chairmanship of the Strategy and CSR Committee (review of investments in excess of €50 million and supervision of the Group’s social and environmental policy)
* Representation assignments at the request of the Chairman and Chief Executive Officer
* Additional insight provided to the Board on the Group’s operations
* Regular contact with the Group’s main senior executives and the Board members
* 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 any conflicts of interest
* Point of contact for Board members, shareholders and proxy advisers at the request of the Chairman and Chief Executive Officer
* Organisation of meetings of the Board in the absence of the executive company officer(s) (executive sessions)
Chairman and Chief Executive Officer
Xavier Huillard has served as both Chairman of the Board and Chief Executive Officer since 6 May 2010. At its meeting of 3 February 2022, the Board decided to propose the renewal of Mr Huillard’s term of office as Director at the Shareholders’ General Meeting called to approve the 2021 financial statements. Should the shareholders vote in favour of the corresponding resolution, the Board plans to renew his term of office as Chairman and Chief Executive Officer. The Board further specifies that it does not intend to propose any change to the age limits stipulated in the Articles of Association. Accordingly, Mr Huillard’s roles as Chairman of the Board of Directors and Chief Executive Officer will be separated before the end of his new term of office as Director and Chairman of the Board of Directors.
The Board’s decision to renew the term of office of Mr Huillard as Chairman and Chief Executive Officer mainly reflects the Board’s wish that he be on hand to steer the integration of Cobra IS, which was acquired on 31 December 2021, as well as to oversee the Group’s return to its pre-pandemic performance levels.
The Chairman and Chief Executive Officer has the duties and responsibilities conferred by law.
He regularly presents the Group’s performance, outlook 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 formed the Executive Committee comprising the Group’s main operational and functional senior executives, which had 11 members at 3 February 2022. The information required under Article L.22-10-10 2° 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”, page 188.
Pierre Coppey and Christian Labeyrie serve as VINCI’s Executive Vice-Presidents and have the following responsibilities:
regarding Mr Coppey, the supervision of the Group’s environmental policy and the oversight of initiatives carried out on behalf of VINCI by the Leonard innovation and foresight platform, the Fondation VINCI pour la Cité, La Fabrique de la Cité, and Rêve de Scènes Urbaines;
regarding Mr Labeyrie, serving as the Group’s Chief Financial Officer, along with the supervision of the activities of VINCI Assurances, VINCI Re, VINCI Immobilier and the Information Systems Department.
The Executive Commitee approves and monitors the implementation of the Group’s cross-cutting policies, particularly in the areas of risk management, finance, human resources, safety, IT and insurance. It provides for frequent and regular exchanges on matters of importance relating to the Group’s activities. The Executive Committee met 23 times in 2021.
The Management and Coordination Committee is composed of the members of the Executive Committee, together with the key operational and functional senior executives of the Group’s main companies, and had 29 members at 3 February 2022. Its purpose is to ensure broad consultation on VINCI’s strategy, the challenges it faces and its development as well as on cross-cutting policies within the Group. The Management and Coordination Committee met four times in 2021.
On 1 November 2018, the Board reappointed Yves-Thibault de Silguy as Vice-Chairman. In this position, he has the duties and responsibilities laid down in the Board’s internal rules, which are reiterated in paragraph 2.1 above. His term ended on April 12, 2022
The Vice-Chairman chairs the Strategy and CSR Committee. He is also a member of the Appointments and Corporate Governance Committee.
He has drawn up a report on the performance of his duties in 2021 (see page 272).
On 1 November 2018, the Board named Yannick Assouad, an independent director of VINCI, to the position of Lead Director it had created on 6 May 2010.
The purpose of this position is to have a Board member able to serve as a point of contact 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.
The Lead Director has the duties and responsibilities laid down in the Board’s internal rules, which are reiterated in paragraph 2.1.
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 Board meeting.
She has drawn up a report on the performance of her duties in 2021 (see page 273).