VINCI - 2005 annual report

2.3 POSITION OF COMPANY OFFICERS
There are no family links between any of VINCI’s Offi cers.
To the Company’s knowledge, none of VINCI’s Offi cers has been found
guilty of fraud in the last fi ve years. None has been involved as a company
offi cer in a bankruptcy, sequestration of assets or liquidation during the
last fi ve years and none has been incriminated or offi cially publicly
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VINCI 2005 ANNUAL REPORT
punished by a statutory or regulatory authority. None has been disqualifi
ed by a Court from serving as a member of a Board of Directors or
corporate management or supervisory body of an issuer of securities
nor from being involved in the management or conduct of the affairs
of an issuer of securities in the last fi ve years.
3. FUNCTIONING OF THE BOARD OF DIRECTORS
This chapter is the Report of the Chairman on the work of the Board of Directors provided for in Article L.225-37 of the French Code of Commerce (amended by Article 117 of the French
Financial Security Act).
3.1 THE BOARD OF DIRECTORS
The Board of Directors’ internal rules require that the Board examines and
gives prior approval to any signifi cant transactions undertaken by the
Company and in particular determination of its strategic choices, material
acquisitions and disposals of fi nancial holdings and assets that are likely
to alter the structure of the Company’s balance sheet and, in any case, all
acquisitions and disposals of fi nancial holdings and assets of €200 million
or more, as well as any transactions that fall outside the Company’s
announced strategy.
In 2005, the Board of Directors discussed all major matters relating to the
Group’s activities. The Board met eight times and the average attendance
rate at its meetings was 88%.
In particular, the Board:
– approved the fi nancial statements for 2004 prepared under French GAAP
and those of the fi rst half of 2005 under IFRS;
– examined the 2004 fi nancial statements restated under IFRS and the
various budget updates;
– discussed the main acquisition projects and the Group’s strategy in its
various business lines. In particular, in connection with the process
3.2 THE BOARD COMMITTEES
The terms of reference and the manner of functioning of the committees
are governed by the internal rules of the Board of Directors.
Each committee has a role to play in analysing and preparing certain of
the Board’s discussions falling within its fi eld of competence and in
studying topics and /or projects that the Board or its Chairman may submit
to it for examination. It has consultative powers and acts under the authority
of the Board of which it is a committee and to which it is answerable.
The Board of Directors of VINCI decided on 13 December 2005, accepting
a proposal made by its Chairman, Antoine Zacharias, to form two new
committees of Directors – an Appointments Committee and a Strategy
and Investments Committee – which are in addition to the existing Remuneration
Committee and Audit Committee.
undertaken by the French government to dispose of its shareholding in
ASF, the Board has examined and approved the terms of the offers
submitted to the government and the method of fi nancing the transaction;
– regularly examined the Group’s fi nancial position and changes in its
borrowings;
– approved the objectives of the share buy-back programme, monitored
its implementation and cancelled the treasury shares held by reducing
the share capital;
– set the dividend distribution policy to be proposed to the shareholders;
– examined the Group’s position with regard to internal control and
studied the work undertaken in connection with the French Financial
Security Act;
– decided to issue new shares reserved for employees under the Group
savings plan and implemented a new share subscription option plan;
– set, as proposed by the Remuneration Committee, the amount and
manner of remuneration of the Company’s Offi cers;
– launched an external evaluation process of the work of the Audit
Committee.
3.2.1 The Audit Committee
Terms of reference
The Audit Committee helps the Board monitor the accuracy and fair presentation
of VINCI’s consolidated and individual fi nancial statements and the
quality of the information given. In particular, its duties are:
– in respect of the fi nancial statements: to examine the Group’s annual and
half-yearly, consolidated and parent company fi nancial statements before
they are submitted to the Board, to satisfy themselves that the accounting
policies and methods are appropriate and consistently applied and to
prevent any non-compliance with these rules and monitor the quality of
the information given to the shareholders;
– in respect of the Company’s external audit: to assess proposals on the
appointment of the Company’s Statutory Auditors and their remuneration
and to examine with the Statutory Auditors their work programmes,
conclusions and recommendations, as well as actions taken as a result;