2013-vinci-annual-report

3.3 Composition of the Board of Directors – Independence of members
3.3.1 Composition of the Board of Directors
At the date of this document, the Board of Directors has 13 members, including one member representing employee shareholders.
Since the Shareholders’ General Meeting of 16 April 2013, the percentage of women on the Board has been 30.8%. Three of the 13 Board
members do not have French citizenship.
In 2013, shareholders renewed the term of Mr Michael Pragnell as Director and appointed Mrs Yannick Assouad and Mrs Graziella Gavezotti
as Directors. The terms of office of Messrs François David and Patrick Faure expired at the end of the 16 April 2013 Shareholders’ General
Meeting. On 14 November 2013, Qatari Diar Real Estate Investment Company appointed Mr Nasser Hassan Faraj Al Ansari as its permanent
representative, replacing Mr Abdul Hamid Janahi.
REPORT OF THE BOARD OF DIRECTORS 141
The table below summarises the changes having occurred in 2013 in the composition of the Board of Directors:
Composition of
the Board of Directors
at 1 January 2013
Term of office expired
at the close of the 2013
Shareholders’
General Meeting
Appointment renewed
at the 2013 Shareholders’
General Meeting
Appointment made
at the 2013 Shareholders’
General Meeting
Replacement
of permanent
representative effective
14 November 2013
Composition of
the Board of Directors
at 31 December 2013
Xavier Huillard
Xavier Huillard François David Michael Pragnell Yannick Assouad Nasser Hassan Faraj
Yves-Thibault de Silguy Patrick Faure Graziella Gavezotti
Al Ansari replaces Abdul
Hamid Janahi as permanent Yves-Thibault de Silguy
Élisabeth Boyer
representative of
Yannick Assouad
Qatari Diar Real Estate
Robert Castaigne
Investment Company
Élisabeth Boyer
François David
Robert Castaigne
Patrick Faure
Dominique Ferrero
Dominique Ferrero
Graziella Gavezotti
Jean-Pierre Lamoure
Jean-Pierre Lamoure
Jean-Bernard Lévy
Jean-Bernard Lévy
Michael Pragnell
Michael Pragnell
Henri Saint Olive
Henri Saint Olive
Pascale Sourisse
Pascale Sourisse
Qatari Diar Real Estate
Investment Company,
represented by Abdul
Hamid Janahi
Qatari Diar Real Estate
Investment Company,
represented by Nasser
Hassan Faraj Al Ansari
At the Shareholders’ General Meeting of 15 April 2014, shareholders will be asked to vote on the renewal of the terms of Xavier Huillard,
Yves-Thibault de Silguy, Henri Saint Olive and the Qatari Diar Real Estate Investment Company, and on the appointment of Marie-Christine
Lombard as Director. Dominique Ferrero’s appointment as Director will terminate as of the end of this General Meeting. In addition, shareholders
will be asked to vote on the amendment to Article 11 of the Articles of Association, which stipulates how Directors representing
employees are designated, in accordance with the law.
If the resolutions proposed to the Shareholders’ General Meeting are adopted, as from 15 April 2014 the Board of Directors will be expanded
by two members, appointed as Directors representing employees, bringing the total to 15 members:
ˇˇ5 women (the percentage of women on the Board will thus be 38.46%, keeping in mind that the Directors representing employees were
not taken into account in calculating this percentage);
ˇˇ4 non-French citizens (i.e. 26.67% of Board members);
ˇˇ1 Director representing employee shareholders;
ˇˇ2 Directors representing employees.
The Board regularly reviews its composition so as to ensure balance in the experience and skills of its members. The Board aims to comply,
within the specified time frame, with Law no. 2011-103 of 27 January 2011 concerning the balance between men and women on Boards of
Directors and Supervisory Boards and equal status for men and women.
The term of office of Directors is four years. The Directors’ terms of office expire at different times, such that approximately one-quarter of
the Board is renewed every year.
The Company’s Articles of Association provide that no one may be appointed or re-appointed as a Director after reaching the age of 75 and
that 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.
When new Directors take office, they receive legal and financial information on the Company and its group of companies and take part in
meetings with the principal executives of the Group. In addition, to improve their knowledge of the Group, Directors regularly receive presentations
on Group companies or on cross-cutting policies, in particular with regard to CSR. They also visit operational and work sites.
3.3.2 Independence evaluation
At its meeting of 5 February 2014, the Board made an assessment of the current Directors’ independence, as required by the Afep-Medef
code and in accordance with the criteria of that code.
For the purpose of evaluating the independence of VINCI’s Directors, the Board has decided to set aside the code’s 12-year seniority criterion
and considers that serving as a company officer in a subsidiary does not necessarily cause a Director to lose his/her independence for the
reasons explained in paragraph D.1.