VINCI - 2005 annual report

CORPORATE
GOVERNANCE
VINCI’s general management places great importance on the effectiveness
of its system of control for the making of major decisions and the ease with
which information circulates within the Group. This permanent concern
is a consequence in particular of its very decentralised orga nisation.
1. SEPARATION OF THE FUNCTIONS OF CHAIRMAN
AND OF CHIEF EXECUTIVE OFFICER
The separation of the functions of Chairman and of Chief Executive Offi cer,
decided by the Board of Directors on 14 June 2005 following a proposal
by Antoine Zacharias, became effective on 9 January 2006.
From that date, Antoine Zacharias, who until then was Chairman and Chief
Executive Offi cer, ceased to act as Chief Executive Offi cer and retains the
function of non-executive Chairman only.
M. Xavier Huillard, who until then was Co-Chief Operating Offi cer, was
appointed Chief Executive Offi cer and was co-opted by the Board of
Directors as a Director, replacing Henri Saint Olive who had previously
tendered his resignation.
In order to ensure continuity in the Group’s operations and strategy and
to take account of its new scale with the integration of ASF in view, the
Board, following a proposal by its Chairman, has reviewed the way in
which its work, and that of its various committees, is organised. The Board
has therefore set up two new committees, the Strategy and Investments
152
VINCI 2005 ANNUAL REPORT
The separation of the functions of Chairman and of Chief Executive Offi cer,
decided by the Board of Directors on 14 June 2005, the reorganisations of
the general management and of the work undertaken by the Board since
then were in this context.
Committee and the Appointments Committee. Antoine Zacharias was
appointed chairman of both these committees.
In his new functions as Director and Chief Executive Offi cer, Xavier
Huillard proposed to the Board, which accepted, the appointment of Roger
Martin as Senior Executive Vice-President. Xavier Huillard has also altered
the composition of the Executive Committee of which he is now the
chairman. Pierre Coppey (Vice-President, Corporate Communications,
Human Resources and Synergies), Christian Labeyrie (Vice-President and
Chief Financial Offi cer) and Philippe Ratynski, who were already members
of the Executive Committee, have been appointed Executive Vice-Presidents.
David Azéma (Senior Executive Vice-President of VINCI Concessions),
Richard Francioli (Chairman of VINCI Construction), Jean-Yves Le
Brouster (Chairman and Chief Executive Offi cer of VINCI Energies) and
Jacques Tavernier (Chief Executive Offi cer of VINCI Concessions) have joined
the Executive Committee.
2. MEMBERSHIP OF THE BOARD OF DIRECTORS
At the date of this registration document, the Board of Directors has 15
members.
Subject to the rules on the age limit, Directors appointed or reappointed
as from 1 January 2005 are appointed for four years, and those who
were appointed before 1 January 2005 were appointed for six years.
The Com pany’s corporate statutes provide that no-one may be appointed
or reappointed as a Director if they have reached the age of 75 and that
not more than one third of the Directors in offi ce at the balance sheet date
of the period for which the Shareholders Meeting is asked to vote may be
over 70.