VINCI - 2005 annual report

VINCI - 2005 annual report VINCI - 2005 annual report

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Dominique Bazy Age: 54 • 1996-2008 UBS Investment Bank 65, rue de Courcelles 75008 Paris Chairman of the Audit Committee François David Age: 64 • 2003-2009 Coface 12, cours Michelet La Défense 10 – Cedex 51 92065 Paris La Défense Member of the Audit Committee Quentin Davies Age: 61 • 1999-2000 and 2003-2008 House of Commons London SWIA OAA Chairman of the Remuneration Committee and Member of the Appointments Committee 154 Guy Dejouany Age: 85 • 1988-2006 Veolia Eaux - Compagnie Générale des Eaux 52, rue d’Anjou 75008 Paris VINCI 2005 ANNUAL REPORT Vice-Chairman of UBS Investment Bank Dominique Bazy is also a Director of Atos Origin. Appointments that have expired during the last fi ve fi nancial years: Chairman and Chief Executive Offi cer of UBS Holding France SA; Chairman of the Board of Directors of UBS Securities France SA; Director of GrandVision; Member of the Supervisory Board of Atos Origin. Background: Dominique Bazy has a degree in law and is a graduate of the Institut d’Études Politiques Paris and the École Nationale d’Administration. He is also a qualifi ed economist. After holding various positions in government departments, he joined Athéna in 1984, became Chief Executive Offi cer of Athéna Banque in 1985 and Deputy Chief Executive of Athéna from 1986 to 1988. He was appointed Chairman of Sicav Haussmann France in 1987. From 1990 to 1992 he held various positions with UAP. He was a member of the Executive Committee of Crédit Lyonnais in 1993 and Chairman of Clinvest from 1993 to 1994, Chairman of the Supervisory Board of Altus Finance in 1993, Executive Vice-President of Compagnie de l’UAP from 1995 to 1996, Chairman of Allianz Assurances France from 1997 to 2000, General Manager in charge of AGF’s general agents department from 1998 to 2000, member of the International Executive Committee of Allianz AG from 1997 to 2000, Chairman and Chief Executive Offi cer of UPS Warburg (now UBS) Holding France from 2000 to 2003, Chairman of UBS Securities France SA from 2003 to 2004. He has been Vice-Chairman of UBS Investment Bank since 2004. Chairman of the Coface Group François David is also Chairman of AK Coface (Germany) and Viscontea Coface (Italy), censeur of Rexel and Director of EADS. Appointments that have expired during the last fi ve fi nancial years: Chairman and Chief Executive Offi cer of Coface SCRL Participations and Coface SCRL, Chairman of the Board of Directors of Coface Expert, Chairman of the Supervisory Board of AKC (Allgemeine Kreditversicherung Aktiengesellschaft Coface); Director of Rexel. Background: François David has a degree in sociology and is a graduate of the Institut d’Études Politiques Paris and of the École Nationale d’Administration. After holding various positions in government departments between 1969 and 1990, he was Chief Executive Offi cer (International) of Aérospatiale between 1990 and 1994. He has been Chairman of the Board of Directors of Coface since 1994, Chairman of the Supervisory Board of AK Coface since 1996 and Chairman of the Board of Directors of Viscontea Coface since 1997. François David has also written several books. Member of the House of Commons, United Kingdom Director of Lloyds of London Appointments that have expired during the last fi ve fi nancial years: none Background: Quentin Davies is British and a graduate of Cambridge and Harvard. He held several positions in the British Diplomatic Service from 1967 before joining Morgan Grenfell in 1974, where he was head of European Corporate Finance. He was elected to the UK Parliament as a Conservative Member in 1987 and has been Opposition Spokesman for Social Security and Pensions, for Treasury matters, for Defence and for Northern Ireland, and a member of the Shadow Cabinet. He was a Director of VINCI from 1999 to 2000. Honorary President of Vivendi Universal Guy Dejouany is also a member of the Supervisory Boards of Dalkia and Compagnie des Eaux et de l’Ozone. Appointments that have expired during the last fi ve fi nancial years: Director of Vivendi Universal Publishing and Dataceo; permanent representative of Vivendi Universal on the Board of Directors of UGC. Background: Guy Dejouany is a graduate of the École Polytechnique and the École Nationale des Ponts et Chaussées. He joined Compagnie Générale des Eaux (which became Vivendi in 1998) in 1961. He became its Deputy General Manager in 1965, then General Manager in 1972, Director and General Manager in 1973, Chairman and General Manager from 1976 to 1996 and has been Honorary Chairman since 1996. He was appointed Chairman of Société Monégasque des Eaux in 1970, was Chairman of Société d’Applications Hydrauliques, d’Investissements et d’Entreprises and of Société Française de Distribution d’Eau from 1976 to 1996, and Chairman and General Manager of Société Générale d’Entreprises from 1988 to 1996.

Alain Dinin Age: 55 • 1997-2008 Nexity 1, terrasse Bellini TSA 48200 – La Défense 11 92919 Paris La Défense Cedex Member of the Strategy and Investments Committee and of the Remuneration Committee Patrick Faure Age: 60 1993-2009 Renault F1 Team API : RSV F1 1/15, avenue du Président- Kennedy 91177 Viry-Chatillon Member of the Strategy and Investments Committee Dominique Ferrero Age: 59 • 2000-2006 (2) Merrill Lynch Capital Markets 112, avenue Kléber BP 2002-16 75761 Paris cedex 16 Member of the Remuneration Committee Chairman and Chief Executive Offi cer of Nexity Alain Dinin is also Chairman of Nexity Initiale, of Nexity Logement and of George V USA; Chairman of the Board of Directors of Crédit Financier Lillois SA; Vice-President and Member of the Supervisory Board of Saggel Holding; Member of the Supervisory Board of Parcoval SAS; Director of Nexity-Espana and of Nexibel 4; Director of Nexity Belgium and of Sea Oaks GP, LC; Presidente and Consigliere of Nexity Biandrate and of Nexity Italia; Manager of Société d’Aménagement et d’Investissements Fonciers SARL, of Critère SARL and of Clichy Europe 4 SARL; and Managing Partner of Nexity Investissement. As Chairman of Nexity Logement and of Nexity Initiale, Alain Dinin is also the legal representative of several Nexity Group companies. He is also the permanent representative of a number of companies on the Boards of Directors of Nexity Group companies. Alain Dinin is also a Director of the Fédération Nationale des Promoteurs Constructeurs and of the École Supérieure de Commerce de Lille; a Director of ORF (Observatoire Régional du Foncier en Île-de-France); and a Member of the Executive Board of the FNPC (Fédération Nationale des Promoteurs Constructeurs).. Appointments that have expired during the last fi ve fi nancial years: Chairman and Managing Director of George V Gestion and of Nevalor; Managing Director of Crédit Financier Lillois; Director of Sari Participations; Vice-Chairman of the Supervisory Board of Vivolio; Chairman and Member of the Supervisory Board of Nexity Topco et Capsud; Vice-Chairman of the Supervisory Board of Coprim; Manager of Locosud Gestion, of George V Participations, of CIPP GSO Services, of Immobilière Du Vert Bois, of Macba, of Nexity Management SNC; President of Terre Neuve and Director of Euromedien Babelsberg GmbH; Chairman of the Board of Nexity España; Chairman of the Supervisory Board of Saggel Management SCA. Alain Dinin has held a variety of appointments in Nexity Group companies as legal representative of a number of Nexity Group companies. Background: Alain Dinin is a graduate of the École Supérieure de Commerce de Lille and joined the George V Group in 1979, where he held a number of senior management positions. In 1987, he was appointed Director and Managing Director and in 1997 Chairman and Managing Director of the George V Group. In 1996, he was also Adviser to the Chairman of Compagnie Générale des Eaux and Managing Director of Compagnie Générale d’Immobilier et de Services - CGIS. He was Vice-Chairman of the Executive Committee and Managing Director of Nexity from 2000 to 2003, becoming its Chairman in 2003. Chairman and Chief Executive Offi cer of Renault Sport and Chairman of the Board of Directors of Renault F1 Team Ltd Patrick Faure is also Chairman of the Board of Directors of Ertico and Director of AB Volvo, Renault Agriculture, Grigny UK Ltd and Cofi route. Appointments that have expired during the last fi ve fi nancial years: Chairman of the Board of Directors of Benetton Formula; Director of Compagnie Financière Renault, Compagnie d’Affrètement et de Transport, Esl & network, Giat Industries; Deputy Chief Executive Offi cer and member of the Executive Committee of Renault. Background: Patrick Faure is a graduate of the École Nationale d’Administration. Since 1979 he has held various positions with Renault including that of Manager of Renault Austria from 1981 to 1982 and of Renault U.K. from 1982 to 1984. In 1984, he was appointed central public relations manager of Renault and in 1985 became manager of public relations and communication. In January 1986, Patrick Faure became Vice-President of Renault and Company Secretary of the Renault Group in 1988. In January 1991, he was appointed Deputy General Manager (Marketing) and Chairman of Renault Sport. Patrick Faure was Executive Vice-President and member of the Executive Committee of Renault until 1 January 2005. Vice-Chairman of Merrill Lynch Europe Dominique Ferrero is also a Director of Assurances Générales de France. Appointments that have expired during the last fi ve fi nancial years: Managing Director of Société Financière de la BFCE; Director of Crédit Lyonnais Capital Investissement, Gallimard, AGF; member of the Supervisory Board of Atos; member of the Executive Committee of Crédit Lyonnais. Background: a graduate of the École Normale Supérieure, Dominique Ferrero joined Banque Française du Commerce Extérieur (BFCE) in 1978. He was seconded from BFCE from 1981 to 1986 to various positions in the French Treasury, the Ministry for Foreign Trade and Tourism and the Ministry for Industrial Redeployment and Foreign Trade. From 1988 to 1991, he was development manager at BFCE, a member of the General Management Committee, responsible for creating and developing its long-term corporate fi nance and merchant banking activities. He was appointed Managing Director of Société Financière de la BFCE then Deputy Managing Director and member of the general management in 1991 and Managing Director of BFCE in 1994. In 1996, he became Managing Director of the Natexis group (resulting from the merger of BFCE and Crédit National), then Managing Director of Natexis Banques Populaires (resulting from the merger of Natexis and Caisse Centrale des Banques Populaires) in 1999, and Chief Executive Offi cer of Crédit Lyonnais from 1999 to 2003. Since 2004 he has been Senior Adviser and Vice-Chairman of Merrill Lynch Europe. (2) Reappointment for the four years from 2006 to 2010 will be proposed to the Shareholders Meeting. CORPORATE GOVERNANCE 155

Dominique Bazy<br />

Age: 54 • 1996-2008<br />

UBS Investment Bank<br />

65, rue de Courcelles<br />

75008 Paris<br />

Chairman of the Audit<br />

Committee<br />

François David<br />

Age: 64 • 2003-2009<br />

Coface<br />

12, cours Michelet<br />

La Défense 10 – Cedex 51<br />

92065 Paris La Défense<br />

Member of the Audit Committee<br />

Quentin Davies<br />

Age: 61 • 1999-2000<br />

and 2003-2008<br />

House of Commons<br />

London SWIA OAA<br />

Chairman of the Remuneration<br />

Committee and Member<br />

of the Appointments Committee<br />

154<br />

Guy Dejouany<br />

Age: 85 • 1988-2006<br />

Veolia Eaux -<br />

Compagnie Générale des Eaux<br />

52, rue d’Anjou<br />

75008 Paris<br />

<strong>VINCI</strong> <strong>2005</strong> ANNUAL REPORT<br />

Vice-Chairman of UBS Investment Bank<br />

Dominique Bazy is also a Director of Atos Origin.<br />

Appointments that have expired during the last fi ve fi nancial years: Chairman and Chief Executive Offi cer of UBS Holding France SA;<br />

Chairman of the Board of Directors of UBS Securities France SA; Director of GrandVision; Member of the Supervisory Board of<br />

Atos Origin.<br />

Background: Dominique Bazy has a degree in law and is a graduate of the Institut d’Études Politiques Paris and the École Nationale<br />

d’Administration. He is also a qualifi ed economist. After holding various positions in government departments, he joined Athéna<br />

in 1984, became Chief Executive Offi cer of Athéna Banque in 1985 and Deputy Chief Executive of Athéna from 1986 to 1988.<br />

He was appointed Chairman of Sicav Haussmann France in 1987. From 1990 to 1992 he held various positions with UAP. He<br />

was a member of the Executive Committee of Crédit Lyonnais in 1993 and Chairman of Clinvest from 1993 to 1994, Chairman<br />

of the Supervisory Board of Altus Finance in 1993, Executive Vice-President of Compagnie de l’UAP from 1995 to 1996, Chairman<br />

of Allianz Assurances France from 1997 to 2000, General Manager in charge of AGF’s general agents department from 1998 to<br />

2000, member of the International Executive Committee of Allianz AG from 1997 to 2000, Chairman and Chief Executive Offi cer<br />

of UPS Warburg (now UBS) Holding France from 2000 to 2003, Chairman of UBS Securities France SA from 2003 to 2004.<br />

He has been Vice-Chairman of UBS Investment Bank since 2004.<br />

Chairman of the Coface Group<br />

François David is also Chairman of AK Coface (Germany) and Viscontea Coface (Italy), censeur of Rexel and Director of EADS.<br />

Appointments that have expired during the last fi ve fi nancial years: Chairman and Chief Executive Offi cer of Coface SCRL Participations<br />

and Coface SCRL, Chairman of the Board of Directors of Coface Expert, Chairman of the Supervisory Board of AKC (Allgemeine<br />

Kreditversicherung Aktiengesellschaft Coface); Director of Rexel.<br />

Background: François David has a degree in sociology and is a graduate of the Institut d’Études Politiques Paris and of the École<br />

Nationale d’Administration. After holding various positions in government departments between 1969 and 1990, he was Chief<br />

Executive Offi cer (International) of Aérospatiale between 1990 and 1994. He has been Chairman of the Board of Directors of<br />

Coface since 1994, Chairman of the Supervisory Board of AK Coface since 1996 and Chairman of the Board of Directors of<br />

Viscontea Coface since 1997. François David has also written several books.<br />

Member of the House of Commons, United Kingdom<br />

Director of Lloyds of London<br />

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

Background: Quentin Davies is British and a graduate of Cambridge and Harvard. He held several positions in the British Diplomatic<br />

Service from 1967 before joining Morgan Grenfell in 1974, where he was head of European Corporate Finance. He was elected<br />

to the UK Parliament as a Conservative Member in 1987 and has been Opposition Spokesman for Social Security and Pensions,<br />

for Treasury matters, for Defence and for Northern Ireland, and a member of the Shadow Cabinet. He was a Director of <strong>VINCI</strong><br />

from 1999 to 2000.<br />

Honorary President of Vivendi Universal<br />

Guy Dejouany is also a member of the Supervisory Boards of Dalkia and Compagnie des Eaux et de l’Ozone.<br />

Appointments that have expired during the last fi ve fi nancial years: Director of Vivendi Universal Publishing and Dataceo; permanent<br />

representative of Vivendi Universal on the Board of Directors of UGC.<br />

Background: Guy Dejouany is a graduate of the École Polytechnique and the École Nationale des Ponts et Chaussées. He joined<br />

Compagnie Générale des Eaux (which became Vivendi in 1998) in 1961. He became its Deputy General Manager in 1965, then<br />

General Manager in 1972, Director and General Manager in 1973, Chairman and General Manager from 1976 to 1996 and has<br />

been Honorary Chairman since 1996. He was appointed Chairman of Société Monégasque des Eaux in 1970, was Chairman of<br />

Société d’Applications Hydrauliques, d’Investissements et d’Entreprises and of Société Française de Distribution d’Eau from 1976<br />

to 1996, and Chairman and General Manager of Société Générale d’Entreprises from 1988 to 1996.

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