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VINCI - 2005 annual report

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2.1 APPOINTMENTS AND FUNCTIONS OF COMPANY OFFICERS<br />

The table below lists the appointments and functions of the 15 directors<br />

serving at the date of this registration document, of the two persons whose<br />

Directors<br />

Antoine Zacharias<br />

Age: 66 • 1990-2008<br />

<strong>VINCI</strong><br />

19, rue Balzac<br />

75008 Paris<br />

Chairman of the Strategy<br />

and Investments Committee and<br />

of the Appointments Committee<br />

Xavier Huillard<br />

Age: 51 • 9 January 2006-2006 (1)<br />

<strong>VINCI</strong><br />

1, cours Ferdinand-de-Lesseps<br />

92500 Rueil-Malmaison<br />

Bernard Huvelin<br />

Age: 69 • 1983-1988<br />

and 1999-2009<br />

<strong>VINCI</strong><br />

19, rue de Balzac<br />

75008 Paris<br />

Member of the Strategy<br />

and Investments Committee,<br />

the Audit Committee and<br />

the Appointments Committee<br />

appointment as Directors is proposed to the Shareholders Meeting and of<br />

the Senior Executive Vice-President who is not a Director.<br />

Chairman of the Board of Directors of <strong>VINCI</strong><br />

Main appointments within the <strong>VINCI</strong> Group: Chairman of the Board of Directors of <strong>VINCI</strong> Concessions; Chairman of the Supervisory<br />

Board of <strong>VINCI</strong> Deutschland GmbH; permanent representative of <strong>VINCI</strong> on the Board of Directors of Autoroutes du Sud de la<br />

France; Director of <strong>VINCI</strong> Energies, <strong>VINCI</strong> Park, <strong>VINCI</strong> plc and Cofi route; Chairman of the Fondation d’Entreprise <strong>VINCI</strong> pour la<br />

Cité.<br />

Appointments outside the <strong>VINCI</strong> Group: Director of Nexity and member of the Supervisory Board of Veolia Eau - Compagnie Générale<br />

des Eaux.<br />

Appointments outside the <strong>VINCI</strong> Group that have expired during the last fi ve fi nancial years: Director of Nexity Topco; member of the Supervisory<br />

Board of Nexity.<br />

Background: a graduate of ENSEEIHT, Antoine Zacharias has held various positions of responsibility within Compagnie Générale<br />

des Eaux, where he has spent most of his career. In particular he was Regional Manager in Lyons and was in charge of the<br />

development and monitoring of the Group’s activities in Germany. He was appointed Executive Vice-President of Compagnie<br />

Générale des Eaux in 1994 and member of the Executive Committee of Vivendi in 1995. He was appointed Director and Chief<br />

Executive Offi cer of <strong>VINCI</strong> in 1991 and became its Chairman in June 1997.<br />

Director and Chief Executive Offi cer of <strong>VINCI</strong><br />

Main appointments within the <strong>VINCI</strong> Group: Director of <strong>VINCI</strong> Energies, <strong>VINCI</strong> Park and <strong>VINCI</strong> plc.<br />

Appointments outside the <strong>VINCI</strong> Group: Director of Soletanche<br />

Appointments outside the <strong>VINCI</strong> Group that have expired during the last fi ve fi nancial years: none<br />

Background: Xavier Huillard is a graduate of the École Polytechnique and the École Nationale des Ponts et Chaussées. He has spent<br />

most of his working life in the construction industry in France and abroad. He joined Sogea in December 1996 as Deputy Chief<br />

Executive Offi cer in charge of international activities and specifi c projects, and then became its Chairman and Chief Executive Offi cer.<br />

He was appointed Deputy General Manager of <strong>VINCI</strong> in March 1998, and was Chairman of <strong>VINCI</strong> Construction from 2000 to 2002.<br />

He was appointed Co-Chief Operating Offi cer of <strong>VINCI</strong> and Chairman of <strong>VINCI</strong> Energies in April 2002. He became Director and<br />

Chief Executive Offi cer in 2006.<br />

Vice-Chairman of the Board of Directors of <strong>VINCI</strong> and Adviser to the Chairman<br />

Main appointments within the <strong>VINCI</strong> Group: Chairman and Chief Executive Offi cer of Consortium Stade de France; Director and<br />

President of <strong>VINCI</strong> USA Holdings Inc.; Director of <strong>VINCI</strong> Concessions, <strong>VINCI</strong> Park, <strong>VINCI</strong> Energies, and CFE; permanent<br />

representative of Sogepar on the Board of Directors of Cofi route and of Semana on the Board of Directors of Eurovia; Director<br />

of Fondation d’Entreprise <strong>VINCI</strong> pour la Cité.<br />

Appointments outside the <strong>VINCI</strong> Group: Director of Société d’Economie Mixte Locale de Rueil 2000, Electro Banque, Cofi do and SAS<br />

Sofi cot; Chairman of the professional association Entreprises Générales de France BTP (EGF-BTP).<br />

Appointments outside the <strong>VINCI</strong> Group that have expired during the last fi ve fi nancial years: none<br />

Background: a graduate of HEC, Bernard Huvelin joined SGE in November 1962 and has spent all his working life there. He was<br />

appointed Company Secretary in January 1974 and had several General Management positions within the Group from 1982 to<br />

1990 before becoming its Executive Vice-President in 1991, Chief Executive Offi cer in 1997, Director and Chief Executive Offi cer<br />

in 1999, then Director and Co-Chief Operating Offi cer of <strong>VINCI</strong> in 2002. He was appointed Vice-Chairman of the Board of<br />

Directors of <strong>VINCI</strong> and adviser to the Chairman in <strong>2005</strong>.<br />

(1) Xavier Huillard has been co-opted as a Director for the remaining period of Henri Saint Olive’s term of appointment. The renewal of his appointment for the four years from 2006 to 2010 will be proposed to<br />

the Shareholders Meeting.<br />

CORPORATE GOVERNANCE<br />

153

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