VINCI - 2005 annual report

The other eleven Directors are prominent persons from industry and
fi nance, from outside the Group. Although strict application of the Bouton
report criteria could lead to some of them being regarded as not independent,
the Company considers that each of them has both skills and professional
experience that are useful to the Company and complete freedom
and independence of judgment. These Directors, whose appointments
outside the Group are listed in paragraph 2.1 above, are:
• Dominique Bazy, who is Vice-Chairman of UBS Investment Bank, a
fi nancial institution that could be involved in transactions entered into
by the Company, its subsidiaries or its Management. In particular, the
Company retained a company belonging to the UBS Group for assistance
and advice in connection with the project to acquire the French government’s
shareholding in Autoroutes du Sud de la France. UBS also supplies
fi nancial services to the Company;
• François David, who is Chairman of the Coface Group, which provides
credit insurance on contracts entered into by VINCI subsidiaries;
• Quentin Davies, who is a member of the UK parliament and can be
considered as a fully independent Director;
• Guy Dejouany, who, although he was Chairman of Compagnie Générale
des Eaux and SGE, is now retired, which allows him to be considered
as an independent director;
• Alain Dinin, who is Chairman and Chief Executive Offi cer of Nexity, a
property group that could at some time enter into agreements in connection
with property operations undertaken with certain VINCI subsidiaries;
• Patrick Faure, who has management duties or is a Director in automobile
manufacturing companies that could at some time enter into contracts
for construction work or services with VINCI subsidiaries, or provide
goods or services to Group companies;
• Dominique Ferrero, who is Vice-Chairman of Merrill Lynch Europe, a
fi nancial institution that could be involved in transactions entered into
by the Company, its subsidiaries or its Management. In particular, the
Company retained a company belonging to the Merrill Lynch Group
for assistance and advice in connection with the project to acquire the
French government’s shareholding in Autoroutes du Sud de la France.
Merrill Lynch also supplies fi nancial services to the Company;
• Serge Michel is Chairman of Sofi cot, a consultancy fi rm with which
VINCI has entered into an agreement for consultancy. Serge Michel is
also Chairman of Société Gastronomique de l’Etoile, a catering company
with which an agreement for the provision of services has been entered
into by the Company. Serge Michel is also a Director of Eiffage, a
competitor of VINCI, and of Veolia Environnement, a group with which
Group companies have business relationships;
• Alain Minc is Chairman and Chief Executive Offi cer of AM Conseil, a
consultancy fi rm with which VINCI has entered into an agreement for
CORPORATE GOVERNANCE
consultancy. He is also Chairman of the Supervisory Board of a media
group and Director of companies that could at some time have business
relationships with VINCI or its subsidiaries;
• Yves-Thibault de Silguy, who has management responsibilities within
the Suez Group, which is no longer a VINCI shareholder but which could
at some time have business relationships with VINCI or its subsidiaries;
• Willy Stricker who is Senior Adviser at Ixis-CIB, a fi nancial institution
that could be involved in transactions entered into by the Company, its
subsidiaries or its Management.
Henri Saint Olive, a Director of VINCI until 9 January 2006 and whose
appointment to the Board of Directors will be proposed at the next Shareholders
Meeting, is Chairman of Banque Saint Olive, a fi nancial institution
that could be involved in transactions entered into by the Company, its
subsidiaries or its Management.
It should be noted that all the Directors of VINCI have been able to perform
their duties with full independence of judgement in 2005.
2.2.2 Provisions of the Board of Directors’
internal rules
The Board of Directors’ internal rules, adopted on 14 May 2003, set out
the rules applicable to the functioning of Board and its committees, and
the behaviour expected of each of its members.
In this respect, the rules provide for:
– an obligation on all Directors to maintain, under all circumstances, their
independence in analysing, making judgments, taking decisions, and
acting, and to reject all pressure, whether direct or indirect, under which
they may come and that may come from other Directors, particular
groups of shareholders, creditors, suppliers and any outside parties
generally, and to advise the Board of any confl icts of interest, even if they
are potential or future, with which they may find themselves
confronted;
– an obligation on the Board each year to examine the position of each
of its members as regards their independence, a Director being considered
independent whenever there is no commercial or fi nancial relationship
(other than that of an insignifi cant shareholder) with the Company,
its Group or its Management, that could compromise the free exercise
of judgement;
– an obligation on each Company Offi cer to declare to the Company all
transactions entered into by them directly or through another person in
relation to the Company’s shares or derivative fi nancial instruments.
– the prohibition on each Company Offi cer from entering into transactions
to purchase or sell the Company’s shares or derivative fi nancial instruments
during the 15 days preceding the date of publication of the
consolidated fi nancial statements and during any period between the
time when they obtain information on the state of the Group’s business
or its outlook which, if it were made public, could have a material effect
on its share price, and the time when this information is made public.
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