2021 UNIVERSAL REGISTRATION DOCUMENT

Remuneration Committee

Composition

In accordance with the Board’s internal rules, the Remuneration Committee comprises at least three directors designated by the Board. Until 8 April 2021, its members were Marie-Christine Lombard (Chair), Benoit Bazin, Miloud Hakimi, Michael Pragnell and Pascale Sourisse. Since that date, it has had as members Marie-Christine Lombard (Chair), Benoit Bazin, Miloud Hakimi and Pascale Sourisse. With the exception of Mr Hakimi, one of the two Directors representing employees, and of Ms Sourisse, all of this committee’s members are considered independent by the Board.

The Vice-President responsible for Human Resources attends the meetings of this committee. The Chairman and Chief Executive Officer also attends these meetings except when the committee examines questions relating personally to him. The Board Secretary acts as secretary to this committee.

Responsibilities

The Remuneration Committee’s duties are to:

• make recommendations to the Board concerning remuneration, pension and insurance plans, benefits in kind and miscellaneous pecuniary rights, including any performance share awards or share subscription or share purchase options granted to the executive company officers as well as employee members of the Board, where applicable;
• submit a draft of resolutions to the Board intended to be put to a non-binding vote at the annual Shareholders’ General Meeting relating to the remuneration of executive company officers;
• propose to the Board the setting up of long-term incentive plans for executives and employees, involving grants of performance share awards or of subscription or purchase options on the Company’s shares, as well as the general and specific terms and conditions applying to these grants;
• express an opinion on the Executive Management’s proposals regarding the number of beneficiaries;
• propose to the Board an aggregate amount of remuneration payable to its members and the manner of its allocation.

In addition, the Remuneration Committee is informed of the remuneration policy applicable to the main senior executives who are not company officers.

Activities in 2021

In its meetings, the Remuneration Committee addressed the following subjects in particular:

• assessment of the performance of VINCI’s Executive Management, carried out jointly with the Appointments and Corporate Governance Committee ;
• joint determination with the Appointments and Corporate Governance Committee of the criteria applicable for the evaluation of the Chairman and Chief Executive Officer’s managerial performance in 2021 ;
• determination of the variable component of Mr Huillard’s remuneration for financial year 2020;
• noting of the fulfilment of performance conditions for the long-term incentive and performance share plans set up on 17 April 2018 and determination of the proportion of the awards able to vest;
• review of the performance conditions applicable to the long-term incentive plans set up in 2019 and 2020 and adjustments thereto;
• validation of the “Company officers’ remuneration and interests” section of the Universal Registration Document;
• examination of draft resolutions relating to the remuneration policy for company officers and the Chairman and Chief Executive Officer in respect of 2021 and the remuneration paid in 2020 to company officers and the executive company officer;
• examination of draft ordinary resolutions to be submitted for shareholder approval at the 2021 annual Shareholders’ General Meeting relating to the Group savings plan;
• review of a proposal for a qualified performance share plan to be put in place in 2021 for employees and senior executives other than the Chairman and Chief Executive Officer;
• review of a proposal for a long-term incentive plan to be put in place in 2021 for the executive company officer;
• examination of the remuneration policy to be adopted for the Chairman and Chief Executive Officer following the Shareholders’ General Meeting to be held in 2022;
• discussions on Mr Huillard’s variable remuneration for financial year 2021;
• determination of the performance conditions applicable to the performance share and long-term incentive plans to be put in place beginning in 2021; 
• update on the employee share ownership policy in France and around the world;
• presentation of the Group’s environmental policy.