CFE - 2006 annual report - Vinci
CFE - 2006 annual report - Vinci CFE - 2006 annual report - Vinci
• approved the creation of the CFE EcoTech and CFE International business units and the creation of new companies; • examined the financial situation of the group, and the growth of its debt; • approved the capital increase; • approved the proposal of the compensation committee concerning the conditions of compensation of the Managing Director and the bonuses for upper management. With regard to active participation of the Directors, the table below indicates the individual attendance rate of the Directors at board meetings during the 2006 financial year. Directors Meetings attended/Total number of meetings Philippe Delaunois 6/6 Renaud Bentégeat 6/6 Dirk Boogmans 6/6 Richard Francioli (co-opted on September 13) 2/3 Bernard Huvelin 3/6 Christian Labeyrie 1/6 Baron Philippson 5/6 Philippe Ratynski (resigned June 14) 0/3 NV Drie Koningen R.V.O., represented by Chevalier van Outryve d’Ydewalle The decision making process at the Board of Directors Except in cases of force majeure resulting from wars, uprisings or other public disturbances, the Board of Directors can only legitimately deliberate if at least half of the Directors are present or otherwise represented. Board members who are unable to attend a meeting may be represented by another board member. In accordance with legal and regulatory provisions, each member can only have one proxy vote. Letters, telegrams, telexes, faxes or e-mail message conveying the proxy vote are attached to the minutes of the board meet- ing at which they were used. If so decided by the president of the board, meetings may be attended by all or some of the Directors via audio or video conferencing. The Directors in question are then deemed to be present for purposes of calculating quorum and majority. The company secretary takes the measures needed to organize any such audio or video conference. Resolutions are passed by majority vote of the members who are present or represented. In the event that board members need to abstain from taking part in deliberations, as the result of legal considerations, the resolutions in question will be passed by majority vote of the other members who are present or represented. If votes are evenly distributed, the president of the Board of Directors will cast the deciding vote. After each meeting, the deliberations are recorded in minutes signed by the president of the Board of Directors and by a majority of the board members who took part in the deliberations. The minutes summarize the discussions, specify the decisions taken and, if applicable, any reservations made by the board members. They are recorded in a special register kept at the company’s head office. 5/6 8 7
8 8 2.2 The Appointments and Compensation Committee The members of this committee are: • Philippe Delaunois • Baron Philippson • Philippe Ratynski (up until June 14) • Richard Francioli (starting on September 13) This committee met three times in 2006, and the attendance rate was 78%. Over the course of the year, this committee examined: • the candidacies of Philippe Delaunois and NV Drie Koningen R.V.O., represented by Chevalier van Outryve d’Ydewalle, for renewal of their term as independent Director; • the candidacy of Bernard Huvelin for the position of Director; • the candidacy of Richard Francioli for the position of Director; • the candidacy of André de Koning (Netherlands) for the position of executive officer; • the compensation and incentives of the Managing Director; • the variable compensation for executive officers. Work on this committee is not remunerated. 2.3 The Audit Committee The members of this committee are: • NV Drie Koningen R.V.O., represented by Chevalier van Outryve d’Ydewalle • Christian Labeyrie • Dirk Boogmans The auditor participates in the work of the audit committee when requested to do so by the committee. This committee met twice during the year, with a third meeting, on the subject of evaluation of the auditor’s mission and renewal of his appointment, held in the first days of 2007. The attendance rate was 100%. This committee examined: • the 2005 annual accounts and the 2006 half-year accounts; • the principal risks and the adequacy of the provisions; • the progress of internal controls and budgetary tracking of projects; and evaluated the auditor’s mission. Members of the audit committee are paid up to 1,000 Euro per session. C F E F I N A N C I A L R E P O R T 2 0 0 6 I 1 2 6 t h C F E F I N A N C I A L R E P O R T 2 0 0 6 I c o r p o r a t e f i n a n c i a l y e a r 1 2 6 t h c o r p o r a t e f i n a n c i a l y e a r
- Page 37 and 38: 3 6 New all-purpose sports centre
- Page 39 and 40: 3 8 Construction of an office build
- Page 41 and 42: 4 0 Suite of offices for the Europe
- Page 43 and 44: 4 2 Museum of Modern Art in Luxembo
- Page 45 and 46: 4 4 Lorem André de Ipsum Koning do
- Page 47 and 48: 4 6 Bernard Cols Bruno Lambrecht, C
- Page 49 and 50: 4 8 Lorem Gérard Ipsum Bourelly, d
- Page 51 and 52: 5 0 “Médiacité” business comp
- Page 53 and 54: 5 2 “Sand Court” project for th
- Page 55 and 56: 5 4 “Botanic” building in Bruss
- Page 57 and 58: 5 6 Patrick Van Craen Damien Quinet
- Page 59 and 60: 5 8 New lighting for the large hall
- Page 61 and 62: 6 0 Saint-Michel clinic in Brussels
- Page 63 and 64: 6 2 Erecting of catenaries by Engem
- Page 65 and 66: 6 4
- Page 67 and 68: 6 6 from the left to the right: Mar
- Page 69 and 70: 6 8 The brand new trailer “Mariek
- Page 71 and 72: 7 0 In Richard’s Bay, South Afric
- Page 73 and 74: 7 2 ● Venezuela DI further consol
- Page 75 and 76: 7 4 DEC was selected as one of the
- Page 77 and 78: 7 6 Financial report Corporate gove
- Page 79 and 80: 7 8 Table of contents Corporate gov
- Page 81 and 82: 8 0 Corporate governance 1. Composi
- Page 83 and 84: 8 2 Bernard Huvelin VINCI 1, cours
- Page 85 and 86: 8 4 Co-opted Director whose nominat
- Page 87: 8 6 2. Operation of the Board of Di
- Page 91 and 92: 9 0 3.3 Compensation of the Managin
- Page 93 and 94: 9 2 Remuneration of the auditors of
- Page 95 and 96: 9 4 Dredging & environment segment
- Page 97 and 98: 9 6 Contribution to the net resultp
- Page 99 and 100: 9 8 B. Risk factors 1. Risks common
- Page 101 and 102: 1 0 0 1.3 Management and workforce
- Page 103 and 104: 1 0 2 C. Insurance policy The CFE g
- Page 105 and 106: 1 0 4 6. Discharge to be given to t
- Page 107 and 108: 1 0 6 Definitions Associates Capita
- Page 109 and 110: 1 0 8 Transactions in 2005 1. Const
- Page 111 and 112: 1 1 0 Consolidated balance sheet Fo
- Page 113 and 114: 1 1 2 Statement of changes in Equit
- Page 115 and 116: 1 1 4 Notes to the consolidated fin
- Page 117 and 118: 1 1 6 The Financial Statements prep
- Page 119 and 120: 1 1 8 F. Goodwill 1. Goodwill Goodw
- Page 121 and 122: 1 2 0 Leases of assets under which
- Page 123 and 124: 1 2 2 P. Share capital Own shares p
- Page 125 and 126: 1 2 4 T. Trade and other payables T
- Page 127 and 128: 1 2 6 X. Derivative financial instr
- Page 129 and 130: 1 2 8 Revenue (in thousand Euro) 20
- Page 131 and 132: 1 3 0 Balance sheet at December 31
- Page 133 and 134: 1 3 2 For the exercise 2005 Fair va
- Page 135 and 136: 1 3 4 Income statement 4. Revenue f
- Page 137 and 138: 1 3 6 9. Income tax expenses Recogn
8 8<br />
2.2 The Appointments and Compensation Committee<br />
The members of this committee are:<br />
• Philippe Delaunois<br />
• Baron Philippson<br />
• Philippe Ratynski (up until June 14)<br />
• Richard Francioli (starting on September 13)<br />
This committee met three times in <strong>2006</strong>, and the attendance rate was 78%.<br />
Over the course of the year, this committee examined:<br />
• the candidacies of Philippe Delaunois and NV Drie Koningen R.V.O., represented by Chevalier van Outryve d’Ydewalle,<br />
for renewal of their term as independent Director;<br />
• the candidacy of Bernard Huvelin for the position of Director;<br />
• the candidacy of Richard Francioli for the position of Director;<br />
• the candidacy of André de Koning (Netherlands) for the position of executive officer;<br />
• the compensation and incentives of the Managing Director;<br />
• the variable compensation for executive officers.<br />
Work on this committee is not remunerated.<br />
2.3 The Audit Committee<br />
The members of this committee are:<br />
• NV Drie Koningen R.V.O., represented by Chevalier van Outryve d’Ydewalle<br />
• Christian Labeyrie<br />
• Dirk Boogmans<br />
The auditor participates in the work of the audit committee when requested to do so by the committee.<br />
This committee met twice during the year, with a third meeting, on the subject of evaluation of the auditor’s mission and<br />
renewal of his appointment, held in the first days of 2007.<br />
The attendance rate was 100%.<br />
This committee examined:<br />
• the 2005 <strong>annual</strong> accounts and the <strong>2006</strong> half-year accounts;<br />
• the principal risks and the adequacy of the provisions;<br />
• the progress of internal controls and budgetary tracking of projects;<br />
and evaluated the auditor’s mission.<br />
Members of the audit committee are paid up to 1,000 Euro per session.<br />
C F E F I N A N C I A L R E P O R T 2 0 0 6 I 1 2 6 t h C F E F I N A N C I A L R E P O R T 2 0 0 6 I c o r p o r a t e f i n a n c i a l y e a r<br />
1 2 6 t h c o r p o r a t e f i n a n c i a l y e a r
Change language