Report
Expert Corporate Governance Service (ECGS)
EUR 1000.00 For Business Accounts Only

Vinci – AGM 18 June 2020

Changes published in the Notice released on 8/5/20 :

- modification of the dividend from €3.05 to €2.04

- addition of a stock dividend payment option

- addition of resolution 17 (amendment of Article 15 of the Articles of Association)

Governance:

On 12/03/20, TCI asked the company to add 2 environmental resolutions (-

2020.pdf). On 17/03/20, Vinci replied to TCI () and indicated that it refused the inclusion of these resolutions on the agenda, arguing that these resolutions related to matters that are within the competence of the Board and not of the General Meeting.

 

The refusal to include shareholders' resolutions on the agenda of the AGM is a very serious matter in terms of shareholder democracy. There is a clear difference in tone between Total and Vinci on this point since Total, also raising its doubts as to the competence of the AGM on environmental issues, nevertheless included the shareholders' resolution, indicating that if it was approved, it would then be up to the courts to judge the said competence.

 

Vinci did not even leave this possibility to the resolutions of TCI.

ITEMS 8 and 9: The remuneration policy for 2020 (resolution 8) does not include any negative changes and therefore still includes the reservations we already expressed in past years in terms of structure and excessive potential amounts. Furthermore, the company has not strengthened the requirement for long-term remuneration objectives, despite the fact that shareholders have been criticising this for several years.

 

However, the rejection of this resolution 8 would have no effect since it would then be the previous policy that would apply. This policy is identical. In the absence of the proposed negative changes, we therefore support resolution 8.

 

The only means available to the shareholders to force the Board to implement a new, more acceptable policy is to reject resolution 9 relating to the "compensation report". We therefore express our reservations in resolution 9.

Underlying
VINCI SA

Vinci is engaged in building, civil engineering and facilities management. Through its subsidiaries, Co. is engaged in five divisions comprising of: the Building division which provides retail solutions including construction and fit-out in both the retail and commercial sectors; the Civil Engineering division; the Air division which provides program management, engineering and construction services to customers with airport infrastructure requirements; the Technology division; and the VINCI Facilities division which provides facilities management, repair and maintenance and small works in both the private and public sectors.

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Expert Corporate Governance Service (ECGS)

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