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VINCI - 2005 annual report

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PARENT COMPANY FINANCIAL STATEMENTS<br />

C. SPECIAL REPORT OF THE STATUTORY<br />

AUDITORS ON REGULATED AGREEMENTS<br />

YEAR ENDED 31 DECEMBER <strong>2005</strong><br />

To the Shareholders,<br />

As the Statutory Auditors of your Company, we submit our <strong>report</strong> to you on regulated agreements.<br />

1. AGREEMENTS AUTHORISED AND / OR ENTERED INTO DURING THE YEAR.<br />

Pursuant to Article L.225-40 of the French Business Code, the following<br />

agreements, previously authorised by the Board of Directors of your<br />

Company, have been brought to our attention.<br />

We are not required to identify other such agreements, if any, but to inform<br />

you, based on the information provided to us, of the principal terms and<br />

conditions of those agreements brought to our attention, without expressing<br />

an opinion on their usefulness and appropriateness. It is your responsibility,<br />

pursuant to Article 92 of the Decree of 23 March 1967, to assess<br />

the merits of these agreements for the purpose of approving them.<br />

We have carried out our work in accordance with the professional standards<br />

applicable in France. Those standards require that we plan and perform<br />

our work in a way that enables us to check whether the information that<br />

has been given to us is consistent with the underlying documents from<br />

which it is derived.<br />

Agreement with Société Gastronomique<br />

Etoile (formerly Société de Restauration<br />

SOFICOT – SRS)<br />

Director concerned: Mr Serge Michel<br />

On 11 January <strong>2005</strong>, <strong>VINCI</strong> signed an agreement with Société de Restauration<br />

SOFICOT – SRS under which this company undertakes to provide<br />

catering services to customers and members of <strong>VINCI</strong>’s staff visiting the<br />

building at 19, rue Balzac in Paris. These services are invoiced for a fi xed<br />

monthly amount of €29,602.84 excluding VAT, plus a variable amount<br />

depending on the menus chosen.<br />

This agreement was authorised by the Board of Directors on 14 December<br />

2004.<br />

The corporate name of Société de Restauration SOFICOT was altered to<br />

Société Gastronomique Etoile by the adoption of a resolution by an<br />

Extraordinary General Meeting of that company’s shareholders on 17 June<br />

<strong>2005</strong>.<br />

Under this agreement, <strong>VINCI</strong> has recognised an expense of €422,018<br />

excluding VAT in <strong>2005</strong>.<br />

2. AGREEMENTS APPROVED DURING PREVIOUS YEARS THAT CONTINUED<br />

TO BE IMPLEMENTED DURING THE YEAR<br />

In addition, in accordance with the Decree of 23 March 1967, we have<br />

been informed that the implementation of the following agreements,<br />

approved in previous years, continued during the year <strong>report</strong>ed on.<br />

Agreement with the subsidiary <strong>VINCI</strong><br />

Deutschland GmbH<br />

On 22 December 2003, <strong>VINCI</strong> entered into an agreement with its<br />

subsidiary <strong>VINCI</strong> Deutschland GmbH under which <strong>VINCI</strong> undertakes<br />

to ensure this subsidiary’s solvency and fi nancial equilibrium from 1<br />

January 2004 for a period of two years, renewable by successive periods<br />

of two years, subject to one year’s notice of termination.<br />

No payment was made by <strong>VINCI</strong> to <strong>VINCI</strong> Deutschland GmbH in <strong>2005</strong><br />

in respect of this undertaking.<br />

Agreements with the subsidiaries <strong>VINCI</strong><br />

Deutschland GmbH, <strong>VINCI</strong> Energies<br />

Deutschland GmbH and Eurovia GmbH.<br />

On 28 June 2002, <strong>VINCI</strong> entered into contracts with its direct or indirect<br />

subsidiaries <strong>VINCI</strong> Deutschland GmbH, <strong>VINCI</strong> Energies Deutschland<br />

GmbH and Eurovia GmbH under which these subsidiaries will, from 1<br />

July 2002, invest directly with <strong>VINCI</strong> the funds corresponding to their<br />

commitments to their employees in respect of supplementary pensions.<br />

Under these agreements, <strong>VINCI</strong> has recognised €6.44 million as interest<br />

expenses in <strong>2005</strong>.<br />

Agreement with the subsidiary <strong>VINCI</strong><br />

Construction<br />

On 15 February 2002, <strong>VINCI</strong> sold all the shares it held in Sogea Holdings<br />

UK Ltd to <strong>VINCI</strong> Construction.<br />

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