VINCI - 2005 annual report

– in respect of the Company’s internal control: to assess the Group’s internal
control systems with the managers of the internal audit function and to
examine with them the internal audit work programme and actions, their
conclusions and recommendations arising and the actions taken as a
result;
– in respect of risks, to review regularly the main fi nancial risks to which
the Group is exposed and in particular its off balance sheet commitments.
Composition:
The Audit Committee comprises at least three and at most fi ve Directors
designated by the Board. All the members of the Audit Committee must be
competent in fi nance or accounting. At least one of the members must have
a perfect understanding of the accounting standards, practical experience in
the preparation of fi nancial statements and the application of the accounting
standards in force. The Chief Financial Offi cer attends the meetings of the
Audit Committee and acts as its Secretary.
The Committee is chaired by Dominique Bazy. Until 13 December, its other
members were Henri Saint Olive and Quentin Davies. Since 13 December
2005, the Committee’s members have been Dominique Bazy, François David
and Bernard Huvelin.
Activities in 2005:
The Audit Committee met fi ve times in 2005, with a participation rate of
100%. In particular, in addition to the accounts prepared during the period,
it examined:
– the 2004 fi nancial statements restated under IFRS;
– the debt position of the Company and of the Group and the holding
company’s investments of surplus cash;
– the statements of provisions and off-balance sheet commitments;
– the work on formalising and assessing the internal control procedures
undertaken under the French Financial Security Act;
– the Group’s policy in respect of insurance.
In order to carry out these duties, the Audit Committee has in particular
interviewed the Chief Financial Offi cer, the Senior Executive Vice-Presidents,
the Internal Auditor, the Statutory Auditors, the Insurance Manager, and the
fi nancial offi cers of several business lines to which particular attention was
paid in connection with the assessment of internal control procedures.
3.2.2 The Strategy
and Investments Committee
Terms of reference
This Committee was formed by the Board of Directors on 13 December
2005 and helps the Board develop the Group’s strategy. It examines
proposed contracts, investments and divestments that could have a material
impact on the Company’s scope, activities, results or stock market
performance before they are presen¬ted to the Board.
In particular, its duties are to:
– examine the Group’s three-year plan;
– prepare the Board’s discussions on the Group’s strategy;
– to formulate an opinion, for the benefi t of General Management, on
proposed acquisitions or disposals of shareholdings of a value of more
than €50 million that do not come under the Board’s direct terms of
reference.
CORPORATE GOVERNANCE
The Committee is also informed by the General Management of the state
of progress of multi-year projects that involve, so far as concerns the VINCI
Group’s share, a total investment, in equity or debt, of more than €100
million.
Composition:
The Strategy and Investments Committee comprises at least three and at
most fi ve Directors designated by the Board. The Chairman of the Board
chairs this committee.
The Chief Executive Offi cer and the Chief Financial Offi cer of VINCI attend
the Committee’s meetings. The Chief Financial Offi cer acts as its Secretary.
At the date of this document, this Committee is chaired by Antoine Zacharias
and the other members are Alain Dinin, Patrick Faure, Bernard
Huvelin and Denis Vernoux.
3.2.3 The Remuneration Committee
Terms of reference
The Remuneration Committee proposes the terms and conditions of
remuneration of the Company Offi cers to the Board. Its duties are:
– to make recommendations to the Chairman concerning the remuneration,
pension and health and death benefi t plans, benefi t in kind and
miscellaneous pecuniary rights, including any bonus shares or share
purchase or subscription options granted to the Chairman, the Chief
Executive Offi cer, the Senior Executive Vice-Presidents and if necessary
any salaried employees of the Board;
– to propose to the Board the determination of an overall package of bonus
shares and / or share subscription or purchase options relating to the
Company’s shares and the general and specifi c conditions applicable to
these allocations;
– to express an opinion on General Management’s proposals regarding
the number of benefi ciaries;
– to propose to the Board an aggregate amount of Directors’ fees and the
manner of their allocation.
Composition:
The Remuneration Committee comprises at least three and at most fi ve
Directors designated by the Board. The Chairman of the Board attends the
Committee’s meetings. One of the Committee’s members acts as its
Secretary.
At the date of this document, the Committee is chaired by Quentin Davies
and the other members are Alain Dinin and Dominique Ferrero.
The Committee met fi ve times in 2005 with an average attendance rate
of 93%.
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