VINCI - 2005 annual report

3.2.4 The Appointments Committee
Terms of reference
This Committee was formed by the Board of Directors on 13 December
2005 and:
– prepares the Board’s discussions on the assessment of the Company’s
General Management;
– examines, on a consultative basis, the General Management’s proposals
relating to the appointment and dismissal of the Group’s main executives
(heads of branches and functional departments);
– is informed of the policy drawn up by General Management on the
management of the Group’s executives;
– makes proposals on the selection of Directors;
– examines all candidacies for appointments to the Board and expresses
an opinion or recommendation to the Board on these candidacies;
– prepares at the appropriate time recommendations and opinions on the
appointment or succession to the posts of Chairman of the Board, Chief
Executive Offi cer and Senior Executive Vice-Presidents.
4. THE GROUP’S GENERAL MANAGEMENT
The general management of the Company is performed by the Executive
Committee. This has nine members in 2006, of which the list is given on
page 6. It met twelve times in 2005, an average of once a month.
The Coordination and Strategy Committee consists of the members of the
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VINCI 2005 ANNUAL REPORT
Composition:
The Appointments Committee comprises at least three and at most fi ve
Directors designated by the Board. The Chairman of the Board chairs this
committee.
The Chief Executive Offi cer attends the Committee’s meetings, except
when it assesses the General Management’s performance. One of the
Committee’s members acts as its Secretary.
At the date of this document, the Appointments Committee is chaired by
Antoine Zacharias and the other members are Quentin Davies, Bernard
Huvelin and Alain Minc.
3.3 ASSESSMENT OF THE BOARD OF DIRECTORS’ METHOD OF OPERATION
The Board of Directors’ internal rules provide that every year it should include
on its agenda a discussion on its functioning in order to improve its effectiveness.
On this occasion, the Board assesses itself, entrusting if need be one of
the Directors with the task of co-ordinating this assessment, under the following
three headings:
– a review of the manner of functioning;
– verifi cation that important questions are suitably prepared and discussed;
– measurement of the effective contribution of each Director to the Board’s
work, on the basis of the Director’s competence and involvement in
discussions.
The Shareholders Meeting of 4 May 2004 set the aggregate amount of
Directors’ fees at €800,000 as from the fi nancial year starting on 1 January
2004.
As proposed by the Remuneration Committee, the Board of Directors
allocated the Directors’ fees as follows at its meeting on 4 May 2004:
– €80,000 to the Chairman and Chief Executive Offi cer;
– €30,000 for each Director;
– a supplementary amount of €15,000 for the members of the Audit
Committee and €10,000 for the members of the other committees;
Executive Committee and the Group’s main operational and functional
executives. Its purpose is to ensure broad consultation on VINCI’s strategy
and development and on policies that affect several Group entities. This
committee has 26 members in 2006, whose names are given on page 6.
It met twice in 2005.
5. REMUNERATION OF COMPANY OFFICERS
5.1 DIRECTORS’ FEES
The Board’s internal rules also provide that a formalised assessment of the
Board should be conducted every three years, and this may be under the
direction of one Director and /or with the assistance of an external consultant.
The objective of this assessment is to verify compliance with the Board’s
operating principles set out in its internal rules and to identify proposals
intended to improve its operations and effectiveness. Such an external assessment
is planned for the end of 2006. Furthermore, an external assessment
of the work of the Audit Committee in respect of 2005 was started at the
beginning of 2006.
– a supplementary amount of €20,000 for the Chairman of the Audit
Committee and €15,000 for the Chairmen of the other committees.
Of the amount paid to each Director, €20,000 is variable and depends
on the presence at Board Meetings.
The aggregate amount of Directors’ fees paid in 2005 by the Company
(for the second half of 2004 and the fi rst half of 2005) amounted to
€624,000 (78% of the authorised total). Some company offi cers also
received Directors’ fees in 2005 from companies controlled by VINCI.