2013-vinci-annual-report

Although certain VINCI Board members may be customers or suppliers of companies having business relationships with the Group, the
Board has determined that, given the business of the Group and because business relationships between the companies in the Group and
their industrial partners are highly dispersed, there is no significant flow of business requiring special surveillance and that might give rise
to conflicts of interest. Concerning relationships with its partner banks, the Board examined the individual situation of the Director who has
had responsibilities in the banking sector (Mr Ferrero), and concluded that no conflict of interest has been identified over the last five years
and that he has full independence of judgement.
After receiving the report of the Appointments and Corporate Governance Committee at its meeting of 24 January 2014, the Board examined
the situation of each Director other than the Director representing employee shareholders and reached the following conclusions.
142 VINCI 2013 ANNUAL REPORT
Directors who cannot be considered independent
ˇˇXavier Huillard, Chairman and Chief Executive Officer;
ˇˇYves-Thibault de Silguy, Vice-Chairman and Senior Director. This evaluation is based on the fact that Mr de Silguy was Chairman of the
Board of Directors from 2006 to 2010 and that he is indirectly tied to the company through a services contract. The Board has noted, however,
that the performance and payment terms of this contract and the fact that Mr de Silguy is currently drawing a pension ensure that he has
considerable independence of judgement;
ˇˇJean-Pierre Lamoure. This evaluation was based on the fact that Mr Lamoure was an employee of Soletanche Freyssinet, a wholly owned
subsidiary of VINCI. The Board of Directors has noted, however, that Mr Lamoure no longer performs any operational functions within the
VINCI Group.
Directors who can be considered independent
The Board of Directors believes that the following members of the Board are independent.
Mrs Yannick Assouad
Mrs Assouad has management responsibilities within the Zodiac Aircraft Systems division of Zodiac Aerospace. There may be normal
business relationships between the Zodiac Aerospace group and certain subsidiaries of VINCI. The Board believes that these relationships
do not alter Mrs Assouad’s independence of judgement.
Mr Robert Castaigne
Mr Dominique Ferrero
Mrs Graziella Gavezotti
Mr Jean-Bernard Lévy
Mr Michael Pragnell
Mr Henri Saint Olive
Mrs Pascale Sourisse
Qatari Diar Real Estate Investment
Company
Until May 2008, Mr Castaigne was Chief Financial Officer and member of the Executive Committee of the Total Group, with which the
VINCI Group has normal business relationships involving fuel purchase contracts or construction projects, for example. The Board
believes that these factors do not alter Mr Castaigne’s independence of judgement.
In the past, Mr Ferrero had operational responsibilities in the Natixis group, but no longer does.
Mrs Gavezotti has management responsibilities at Edenred, a company that has no business relationship with the VINCI Group.
Mr Lévy became Chairman and CEO of the Thales group on 20 December 2012. There may be normal business relationships between
the Thales group and certain subsidiaries of VINCI. The Board believes that these relationships do not alter Mr Lévy’s independence of
judgement.
Mr Pragnell is Chairman of Cancer Research UK and had management responsibilities within Syngenta AG until 2007. Neither of these
entities has a business relationship with the VINCI Group.
Mr Saint Olive is Chairman of Banque Saint Olive. This bank might enter into transactions with the Company or its subsidiaries or into
private transactions with executives thereof. The Board believes that these factors do not alter Mr Saint Olive’s independence of
judgement.
Mrs Sourisse has management responsibilities at the Thales group. There may be normal business relationships between the Thales
group and certain subsidiaries of VINCI. The Board believes that these relationships do not alter Mrs Sourisse’s independence of
judgement.
Qatari Diar Real Estate Investment Company (“Qatari Diar”) holds less than 6% of the share capital and voting rights of VINCI. Qatari
Diar acquired this stake when the Cegelec group was sold to VINCI. At the time of the sale, it was agreed that Qatari Diar would be
represented on the Board of Directors as long as it held at least 5% of the shares. On 14 November 2013, Qatari Diar appointed Nasser
Hassen Faraj Al Ansari as its permanent representative, replacing Abdul Hamid Janahi. The Board has noted that VINCI Construction
Grands Projets, a wholly owned subsidiary of VINCI, and Qatari Diar are partners in the Qatari-law company Qatari Diar VINCI
Construction (QDVC). This company, 51%-owned by Qatari Diar and with Mr Al Ansari as Chairman of the Board of Directors nominated
by Qatari Diar, is involved in developing construction activities in Qatar and elsewhere in the Middle East. The Board believes that
the position held by Mr Al Ansari does not alter his independence of judgement. On the contrary, the Board believes that this
constitutes an advantage inasmuch as Mr Al Ansari has useful experience in construction from which the other members of the
Board can benefit. Accordingly, the Board believes that both Qatari Diar Real Estate Investment Company and its successive
permanent representatives, Mr Janahi and Mr Al Ansari, qualify as independent.
All VINCI’s independent Directors have declared that they did not have any conflict of interest in 2013 between their personal or professional
activities and their role as Director of the Company.
As a result of this evaluation, the Board of Directors considers that nine of its 12 members, or 75% of its Directors, qualify as independent,
keeping in mind that in accordance with the Afep-Medef code, the Director representing employee shareholders was not taken into account
in this evaluation.
The Board also examined the situation of Mrs Marie-Christine Lombard, whose appointment to the Board will be proposed to shareholders
at their General Meeting on 15 April 2014, and considers that she meets all the criteria qualifying her as independent.
In view of the expiry of the term of Mr Ferrero, and if Mrs Lombard is appointed as Director by the Shareholders’ General Meeting, nine
Directors out of 12 can be considered at that point as independent, thus 75% of the Board members.