VINCI - 2005 annual report
VINCI - 2005 annual report 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 162 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.
The following table shows the Director’s fees received in 2005 by VINCI’s 15 Directors and 2 Senior Executive Vice-Presidents. Directors’ fees paid Directors’ fees paid in 2005 (in euros) in 2005 by VINCI by companies controlled by VINCI Directors Antoine Zacharias 80,000 44,847 Bernard Huvelin 30,000 32,742 Dominique Bazy 50,000 — François David 40,000 — Quentin Davies 60,000 — Guy Dejouany 30,000 — Alain Dinin 34,000 — Patrick Faure 30,000 — Dominique Ferrero 55,000 — Serge Michel 30,000 — Alain Minc 30,000 — Henri Saint Olive 45,000 — Yves-Thibault de Silguy 40,000 — Willy Stricker 40,000 — Denis Vernoux 30,000 — Senior Executive Vice-Presidents Xavier Huillard — 26,056 Roger Martin — 34,608 Total 624,000 138,253 5.2 SHARES AND SHARE OPTIONS HELD BY THE COMPANY OFFICERS In accordance with the Company’s corporate statutes, the minimum number of VINCI shares that each Director (except the Director representing employee shareholders) must hold is 500 which, on the basis of the share price at the end of January 2006, amounts to a minimum amount of €38,275 invested in VINCI shares. At 31 January 2006, the 15 members CORPORATE GOVERNANCE of the Board of Directors held 4,013,922 VINCI shares between them. The table below summarises the number of shares and share subscription or share purchase options relating to VINCI shares held by the Company Offi cers at 31 January 2006. Number of VINCI Share subscription or share purchase shares options relating to VINCI shares Directors Antoine Zacharias 2,322,672 (1) 3,589,000 Bernard Huvelin 1,468,832 (1) — Xavier Huillard 139,100 643,500 Dominique Bazy 850 — François David 500 — Quentin Davies 1,010 — Guy Dejouany 74,800 — Alain Dinin 1,210 — Patrick Faure 2,000 — Dominique Ferrero 500 — Serge Michel 872 — Alain Minc 500 — Yves-Thibault de Silguy 576 — Willy Stricker 500 — Denis Vernoux — — Total Senior Executive Vice-President 4,013,922 4,232,500 Roger Martin 30,250 850,000 Total Company Offi cers 4,044,172 5,082,500 (1) Including shares pledged for the fi nancing of their acquisition: 2,232,682 (Antoine Zacharias), 810,000 (Bernard Huvelin). 163
- Page 115 and 116: Priority areas and projects Limit t
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The following table shows the Director’s fees received in <strong>2005</strong> by <strong>VINCI</strong>’s 15 Directors and 2 Senior Executive Vice-Presidents.<br />
Directors’ fees paid Directors’ fees paid in <strong>2005</strong><br />
(in euros) in <strong>2005</strong> by <strong>VINCI</strong> by companies controlled by <strong>VINCI</strong><br />
Directors<br />
Antoine Zacharias 80,000 44,847<br />
Bernard Huvelin 30,000 32,742<br />
Dominique Bazy 50,000 —<br />
François David 40,000 —<br />
Quentin Davies 60,000 —<br />
Guy Dejouany 30,000 —<br />
Alain Dinin 34,000 —<br />
Patrick Faure 30,000 —<br />
Dominique Ferrero 55,000 —<br />
Serge Michel 30,000 —<br />
Alain Minc 30,000 —<br />
Henri Saint Olive 45,000 —<br />
Yves-Thibault de Silguy 40,000 —<br />
Willy Stricker 40,000 —<br />
Denis Vernoux 30,000 —<br />
Senior Executive Vice-Presidents<br />
Xavier Huillard — 26,056<br />
Roger Martin — 34,608<br />
Total 624,000 138,253<br />
5.2 SHARES AND SHARE OPTIONS HELD BY THE COMPANY OFFICERS<br />
In accordance with the Company’s corporate statutes, the minimum<br />
number of <strong>VINCI</strong> shares that each Director (except the Director representing<br />
employee shareholders) must hold is 500 which, on the basis of<br />
the share price at the end of January 2006, amounts to a minimum amount<br />
of €38,275 invested in <strong>VINCI</strong> shares. At 31 January 2006, the 15 members<br />
CORPORATE GOVERNANCE<br />
of the Board of Directors held 4,013,922 <strong>VINCI</strong> shares between them.<br />
The table below summarises the number of shares and share subscription<br />
or share purchase options relating to <strong>VINCI</strong> shares held by the Company<br />
Offi cers at 31 January 2006.<br />
Number of <strong>VINCI</strong> Share subscription or share purchase<br />
shares options relating to <strong>VINCI</strong> shares<br />
Directors<br />
Antoine Zacharias 2,322,672 (1) 3,589,000<br />
Bernard Huvelin 1,468,832 (1) —<br />
Xavier Huillard 139,100 643,500<br />
Dominique Bazy 850 —<br />
François David 500 —<br />
Quentin Davies 1,010 —<br />
Guy Dejouany 74,800 —<br />
Alain Dinin 1,210 —<br />
Patrick Faure 2,000 —<br />
Dominique Ferrero 500 —<br />
Serge Michel 872 —<br />
Alain Minc 500 —<br />
Yves-Thibault de Silguy 576 —<br />
Willy Stricker 500 —<br />
Denis Vernoux — —<br />
Total<br />
Senior Executive Vice-President<br />
4,013,922 4,232,500<br />
Roger Martin 30,250 850,000<br />
Total Company Offi cers 4,044,172 5,082,500<br />
(1) Including shares pledged for the fi nancing of their acquisition: 2,232,682 (Antoine Zacharias), 810,000 (Bernard Huvelin).<br />
163
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