VINCI - 2008 annual report

Report of the Board of Directors
Henri Saint Olive
Age 65 – 2006
Banque Saint Olive
84, rue Duguesclin
69458 Lyon Cedex 06
Chairman of the Audit Committee
and Member of the Appointments
Committee
Pascale Sourisse
Age 47 – 2007
Thales
160, boulevard de Valmy
BP 82
92704 Colombes Cedex
Member of the Audit Committee
and of the Strategy and
Investments Committee
Denis Vernoux
Age 62 – 2002
VINCI Construction Grands Projets
5, cours Ferdinand-de-Lesseps
92851 Rueil-Malmaison Cedex
Member of the Strategy and
Investments Committee
112 VINCI __ 2008 ANNUAL REPORT
AG 2010 Chairman of the Board of Directors of Banque Saint Olive
Henri Saint Olive is also Chairman of the Supervisory Board of Saint Olive et Cie and of Saint Olive Gestion; Chairman of the Board
of Directors of Enyo; Manager of CF Participations and of Segipa; member of the Supervisory Boards of Eurazeo, Prodith, Monceau
Générale Assurances and ANF; Director of Mutuelle Centrale de Réassurance, Compagnie Industrielle d’Assurance Mutuelle,
Centre Hospitalier Saint-Joseph-et-Saint-Luc and of the Association de l’Hôpital Saint-Joseph at Lyons.
Appointments that have expired during the last fi ve fi nancial years: Chairman of the Board of Directors of CIARL; Director of
Rue Impériale de Lyon, Monceau Assurances Mutuelles Associées and Groupe Monceau-Mutuelles Associées; Manager of LP
Participation.
Background: a graduate of HEC, in 1969 Henri Saint Olive joined Banque Saint Olive where he has spent his working life. He was
appointed Chairman of the Executive Board of this bank in 1987 then Chairman of its Board of Directors in 1997.
AG 2011 Senior Vice President of Thales Land & Joint Systems Division and member of Thales’s Executive Committee
Pascale Sourisse is also Chairman of the Board of Directors of Thales Communications S.A. and a Director of Thales North America
Inc (USA).
Appointments that have expired during the last fi ve fi nancial years: Chairman and Chief Executive Offi cer of Alcatel Cyber Satellite;
Director and Chairman of Skybridge Satellite Operations; Director of Skybridge LLC, Skybridge 2LLC, Skybridge Operations France,
Skybridge Communications par Satellites, Satlynx; Chairman of Thales Alenia Space France, Alcatel Spacecom, and SkyBridge GP Inc;
Director of Thales Alenia Space Italia SpA, Telespazio Holding SRL, Galileo Industries SA, Galileo Industries, and EuropeStar Ltd.
Background: Pascale Sourisse is a graduate of École Polytechnique and is a telecommunications engineer. She worked as an
engineer at Compagnie Générale des Eaux from 1984 to 1985, as an engineer in the telecommunications division of Jeumont-
Schneider from 1985 to 1986, and as head of the enterprise network division at France Telecom from 1987 to 1990. From 1990
to 1994, she worked in the French Ministry for Industry, as assistant deputy manager, then deputy manager, of the Consumer
Electronics and Audiovisual Communication department. Ms Sourisse has worked since 1995 for Alcatel Group, where she has held
the positions of Director, Planning and Strategy from 1995 to 1997, Chairman and Chief Executive Offi cer of Skybridge from 1997 to
2001, Chief Operating Offi cer and then Chairman and Chief Executive Offi cer of Alcatel Space from 2001 to 2005. She was Chairman
of Alcatel Alenia Space (now Thales Alenia Space) from 2005 to 2008. Since April 2007, she has been a member of the Executive
Committee of Thales and, since May 2008, she has been Senior Vice President of Thales Land & Joint Systems Division.
AG 2012 Director representing employee shareholders
Denis Vernoux is an engineer at VINCI Construction Grands Projets. He is Chairman of the Joint Supervisory Board of the VINCI
Castor and Castor Relais corporate mutual funds, and Chairman of the Supervisory Boards of the Castor Equilibre and Castor
Rebond corporate mutual funds.
Background: a qualifi ed engineer (EIM-CHEBAP), Denis Vernoux has spent all his working life since 1973 in the VINCI group. In
particular he was chief engineer in the technical department of Campenon Bernard. He is now chief engineer in the engineering
and technical resources department of the subsidiary, VINCI Construction Grands Projets. At the same time, Denis Vernoux has
successively been a member and secretary of the works council at the head offi ce of Campenon Bernard and then of VINCI
Construction Grands Projets. He is secretary of the works council of VINCI Construction Grands Projets.
(*) Renewal of appointment for a period of four years proposed to the Shareholders’ General Meeting.
(**) Director whose co-optation in 2008 will be put to the ratifi cation of the Shareholders’ General Meeting.
1.2 Person whose appointment as Director will be proposed
to the Shareholders’ General Meeting on 14 May 2009
Michael Pragnell
Age 62
Pound Cottage
Silchester RG72LR
United Kingdom
Proposed appointment: from the 2009 AGM
to the 2013 AGM
Former Chief Executive Offi cer, Chairman of the Executive Committee and member of the Board of Directors of Syngenta AG
Appointments that have expired during the last fi ve fi nancial years: Chief Executive Offi cer and Director of Syngenta AG.
Background: Michael Pragnell is British and is a graduate of St John’s College, Oxford and INSEAD. In 1968, he joined Courtaulds Ltd
where he held positions in marketing and sales and in 1974, he joined First National Bank of Chicago in the international department.
From 1975 to 1995, he held various positions within the Courtaulds group: in marketing at International Paint plc (1975–1985), Chief
Executive Offi cer of National Plastics (1985-1986), Chief Executive Offi cer of International Paint plc (1986–1992) and Chief Financial
Offi cer (1992–1994) of Courtaulds plc, where was appointed to the Board of Directors in 1990. From 1995 to 2000, he was Chief
Executive Offi cer of Zeneca Agrochemicals and a member of the Executive Committee of Zeneca plc (now known as AstraZeneca plc),
and was appointed to the Board of Directors in 1997. In 2000, he was appointed founding Chief Executive Offi cer and Chairman of
the Executive Committee of Syngenta AG, where he is also a founder member of the Board of Directors. From 2002 to 2005, he was
Chairman of CropLife International association.