2013-vinci-annual-report

CORPORATE
GOVERNANCE
Board of Directors
Xavier Huillard (1)
Chairman and Chief Executive Officer, VINCI
Yves-Thibault de Silguy (1)
Vice-Chairman and Senior Director of the Board,
VINCI
Yannick Assouad
Chief Executive Officer, Aircraft Systems,
Zodiac Aerospace
Élisabeth Boyer
Director representing employee shareholders
Operations control centre supervisor, Cofiroute
Chairman of the Supervisory Board of the Castor and
Castor Relais corporate mutual funds
Robert Castaigne
Former Chief Financial Officer and former member
of the Executive Committee, Total
Dominique Ferrero (2)
Adviser to the Chairman of Natixis
Jean-Pierre Lamoure
Chairman of the Supervisory Board, Atlantic SFDT
Jean-Bernard Lévy
Chairman and Chief Executive Officer, Thales
Michael Pragnell
Chairman of the Council of Trustees,
Cancer Research UK
Henri Saint Olive (1)
Chairman of the Board, Banque Saint Olive
Pascale Sourisse
Senior Vice-President,
International Development, Thales
Qatari Diar Real Estate
Investment Company (1)
Company registered under Qatari law,
represented by Nasser Hassan Faraj Al Ansari
Individual whose appointment as Director
is proposed to the Shareholders’ General
Meeting of 15 April 2014
Marie-Christine Lombard
Chairman of the Management Board, Geodis SA
Individuals whose appointments
as Directors representing employees
are subject to the adoption of
the amendment to Article 11 of
the Articles of Association proposed
to the Shareholders’ General Meeting
of 15 April 2014
Uwe Chlebos
Insulation installer, G+H Isolierung GmbH
Miloud Hakimi
Technician, Degreane
GROUP / CORPORATE GOVERNANCE 17
Graziella Gavezotti
Chief Operating Officer, Southern Europe, Edenred
Audit Committee
This committee helps the Board monitor
the accuracy and fair presentation of
VINCI’s consolidated and parent company
financial statements, quality of financial
information and the effectiveness of
internal control and risk management
systems.
Composition:
Henri Saint Olive (Chairman)
Robert Castaigne
Michael Pragnell
Pascale Sourisse
Strategy and Investments
Committee
This committee helps the Board develop
the Group’s strategy. It examines proposed
investments and divestments that could
have a material impact on the Group’s
consolidation scope, business activity,
results or stock market performance.
Composition (3) :
Yves-Thibault de Silguy (Chairman)
Élisabeth Boyer
Jean-Pierre Lamoure
The permanent representative of Qatari Diar Real Estate
Investment Company
Appointments and Corporate
Governance Committee
This committee examines all candidacies
for appointments to the Board, prepares
recommendations on the appointment of
executive company officers and succession
planning, and ensures the rules of corporate
governance are applied.
Composition:
Yves-Thibault de Silguy (Chairman)
Dominique Ferrero
Graziella Gavezotti
Remuneration Committee
This committee proposes the terms and
conditions of remuneration of company
officers to the Board.
Composition:
Jean-Bernard Lévy (Chairman)
Yannick Assouad
Robert Castaigne
(1) Renewal of appointment for a
period of four years proposed to the
Shareholders’ General Meeting of
15 April 2014.
(2) Dominique Ferrero’s appointment will
expire at the close of the Shareholders’
General Meeting of 15 April 2014.
(3) Permanent members. The Strategy
and Investments Committee is open
to any member of the Board who wishes
to participate.