VINCI - 2005 annual report

Proposed appointments to the Board of Directors
158
Henri Saint Olive
Age: 62
2000-9 janvier 2006
2006-2010
12,748 VINCI shares
Banque Saint Olive
84, rue Duguesclin
69458 Lyon Cedex 06
Bernard Val
Age: 63 • 2006-2010
100 VINCI shares
ASF
100, avenue de Suffren
75015 Paris
Roger Martin
Age: 62 • 2002-2008
Eurovia
18, place de l’Europe
92851 Rueil-Malmaison
VINCI 2005 ANNUAL REPORT
Chairman of the Board of Directors of Banque Saint Olive
Henri Saint Olive is also Chairman of the Supervisory Board of Saint Olive et Cie and of Saint Olive Gestion; Chairman of the
Board of Directors of Enyo; Manager of CF Participations and of Segipa; member of the Supervisory Boards of Eurazeo, Prodith,
Monceau Générale Assurances and ANF; Director of Mutuelle Centrale de Réassurance, Compagnie Industrielle d’Assurance
Mutuelle, Centre Hospitalier Saint-Joseph et Saint-Luc and of Association de l’Hôpital Saint-Joseph.
Appointments that have expired during the last fi ve fi nancial years: Chairman of the Board of Directors of CIARL, Director of Rue Impériale
de Lyon, Monceau Assurances Mutuelles Associées and Groupe Monceau-Mutuelles Associées; Manager of LP Participation.
Background: a graduate of HEC, in November 1969 Henri Saint Olive joined Banque Saint Olive where he has spent his working
life. He was appointed Chairman of the Executive Board of this bank on 10 December 1987 then Chairman of its Board of
Directors on 19 November 1997.
Chairman of the Board of Directors of ASF
Bernard Val is also a Director of Escota, Penauille Polyservices and of the public establishment Autoroutes de France, and a member
of the Supervisory Board of Ginger.
Appointments that have expired during the last fi ve fi nancial years: Director of C3D and of Egis Project; censeur of the Board of Directors of
SMTPC (Société Marseillaise du Tunnel du Prado Carénage).
Background: a graduate of the École des Ingénieurs de la Ville de Paris, Bernard Val was general manager of the technical services
department of the town of Brive from 1968 to 1985, assistant general manager and then general manager of services for the Corrèze
department from 1985 to 1996. From 1986 to 1996, he was also general engineer of the city of Paris. From 1996 to 1997, he was
Chairman of Société des Autoroutes Rhône-Alpes (AREA) and from 2001 to 2002 of the Association des Sociétés Françaises
d’Autoroutes (ASFA). Since 1997, he has been Chairman of the Board of Directors of ASF.
Senior Executive Vice-President who is not a member of the Board of Directors
Senior Executive Vice-President of VINCI, Chairman and Chief Executive Offi cer of Eurovia
Main appointments within the VINCI Group: Director of Cofi route, VINCI Energies, VINCI Park
Appointments outside the VINCI Group: Chairman of the Supervisory Board of Eurinter and Financière Eurinter; Director of Sade-
CGTH.
Appointments that have expired during the last fi ve fi nancial years: none
Background: a graduate of ESTP and CPA, Roger Martin holds a Master of Science degree from Berkeley. He joined Bourdin Chaussé
as a civil engineer in 1966, was appointed Chief Executive Offi cer of Cochery Bourdin Chaussé in 1985 and Chairman and Chief
Executive Offi cer in 1988. He has been Chairman and Chief Executive Offi cer of Eurovia since 1998. He was appointed Deputy
General Manager of VINCI in 1997 and Co-Chief Operating Offi cer of VINCI in April 2002.
2.2 ASSESSMENT OF DIRECTORS’ INDEPENDENCE
2.2.1 Potential confl icts of interest connected
with Directors’ functions
Of the 15 members of the Board of Directors at the date of this registration
document, four are connected with the VINCI group and can therefore
not be considered independent:
• Antoine Zacharias, who is Chairman of the Board of Directors and who
resigned on 9 January 2006 from his position as Chief Executive Offi cer
of the Company;
• Xavier Huillard, who is responsible for the Company’s general management;
• Bernard Huvelin, who resigned his appointment as Co-Chief Operating
Offi cer of the Company in January 2005. Bernard Huvelin remains
however Chairman and Chief Executive Offi cer of Consortium Stade de
France (66.67% owned by VINCI) and continues to serve as an offi cer
in other companies within the Group. He is also Vice-Chairman of the
Board of Directors and Adviser to the Chairman.
• Denis Vernoux, who represents the Company’s employee shareholders
through the corporate unit funds.