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 8 February 2023. 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 the Board of Directors 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) and 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 Chair of the Strategy and CSR Committee and/or the Lead Director, as appropriate.
Given the Group’s size, the Board of Directors limits its examination of individual transactions involving 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. He fully exercises the duties and responsibilities falling within his 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 workforcerelated, social and environmental aspects, and reports on these matters to the Board.
The Board of Directors has moreover set up several committees, including the Strategy and CSR Committee whose meetings all directors are welcome to attend and which provides directors with additional insight on social and environmental affairs. 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 periods of instability caused by events such as the Covid-19 crisis or stemming from the geopolitical situation. Due to the considerable decentralisation of VINCI’s activities, responsiveness on the ground is essential, 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 271,648 employees and all its other stakeholders.
VINCI’s model based on the autonomy of managers, responsibility and cross-cutting values has 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 contribute 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
• 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 Board in the absence of the Chairman
• 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. The Board reappointed him to these two positions at its meeting of 12 April 2022, held immediately following the Shareholders’ General Meeting during which the shareholders voted to renew his term of office as Director. The Board notes that Mr Huillard’s roles as Chairman and as Chief Executive Officer will be separated before the end of his new term of office as Director and Chairman of the Board of Directors. It further specifies that it does not intend to propose any change to the currently applicable provisions of the Articles of Association relating to age limits.
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 full 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 VINCI 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 12 members at 8 February 2023. 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, “Measures to promote gender equality”, of chapter E, “Workforce-related, social and environmental information”, page 205.
Pierre Coppey, who is also Chairman of VINCI Autoroutes, and Christian Labeyrie, serve as VINCI’s Executive Vice-Presidents and have the following responsibilities in this capacity:
• regarding Mr Coppey, 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 Committee 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 22 times in 2022.
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 32 members at 8 February 2023. 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 2022.
Yves-Thibault de Silguy’s terms of office as Director and Vice-Chairman ended at the close of the Shareholders’ General Meeting of 12 April 2022. The Board has not appointed a new Vice-Chairman.
At its meeting of 12 April 2022 held immediately after the Shareholders’ General Meeting, the Board reappointed Yannick Assouad to the position of Lead Director to which she had been named on 1 November 2018, for a further period lasting until the end of her term of office as Director.
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 2022 (see page 295).
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