VINCI SA’s executive company officers receive a remuneration package consisting of a short-term fixed component, a short-term variable component and a long-term component. Each of these components is discussed below.
| GENERAL REMUNERATION POLICY FOR EXECUTIVE COMPANY OFFICERS | POLICY APPLICABLE TO XAVIER HUILLARD FOLLOWING THE 2022 SHAREHOLDERS’ GENERAL MEETING | |||||||
|---|---|---|---|---|---|---|---|---|
| Item of annual remuneration | Type of payment | Maximum amount (in € thousands) | Upper limit | Performance conditions | Performance indicators | Weight given to indicator in the corresponding bonus | Upper limit as an absolute value | Application of policy for 2022 |
| Short-term fixed component (§ 4.1.2.2) | Paid in cash in the current calendar year in 12 monthly instalments | Set by the Board | Not applicable | No | Not applicable | Not applicable | €1,300,000 | €1,300,000 from April 2022 |
| Short-term variable component (§ 4.1.2.3) | Paid in cash in the calendar year following its approval at the Shareholders’ General Meeting | Ranging from nil to the upper limit of the short-term variable component | Up to 160% of the fixed component, determined by the Board | Yes | Breakdown of upper limit | |||
| Earnings per share attributable to owners of the parent |
50% to 60% Limit corresponding to one-third for each indicator |
€2,080,000 (160% of the fixed component) | 60% | |||||
| Recurring operating income | ||||||||
| Operating cash flow | ||||||||
| Managerial performance indicators | 15% to 20% | 15% | ||||||
| ESG performance indicators | 25% to 30% | 25% | ||||||
| Total short-term variable component | 100% | 100% | ||||||
| Weighting for 2022 | ||||||||
| Long-term variable component (§ 4.1.2.4) | Award of VINCI shares or units that vest after three years, subject to continued service | Number of shares or units set by the Board | 100% of the upper limit for short-term remuneration (fixed and variable) | Yes | Economic criteria | 50% to 65% | Number of shares set by the Board, corresponding to a maximum fair value (under IFRS) of €3,380,000 | 50% |
| Financial criteria | 15% to 25% | 25% | ||||||
| ESG criteria | 15% to 25% | 25% | ||||||
| Total long-term variable component | 100% | 100% | ||||||
The amount of the short-term fixed component applying to an executive company officer is set by the Board at the time of appointment or the renewal of his or her term of office.
At the Board meeting of 3 February 2022, the short-term fixed component of Mr Huillard’s remuneration was set at €1,300,000 per year for the duration of his term of office as Chairman and Chief Executive Officer, beginning on the date of the 2022 Shareholders’ General Meeting, subject to the approval of the Twelfth resolution. The short-term fixed component of Mr Huillard’s remuneration remains set at €1,200,000 on an annual basis until the date of the 2022 Shareholders’ General Meeting, which is to be held on 12 April 2022. It is paid in 12 monthly instalments.
The update proposed by the Board for the fixed component of the Chairman and Chief Executive Officer’s remuneration corresponds to an increase of 8.3% relative to its previous level, which had remained unchanged since 2018, i.e. an average annual rise of 2.0% over the period in question.
If approved, this level of remuneration would place the Chairman and Chief Executive Officer in the third quartile of the peer group examined as part of the benchmarking exercise conducted in respect of 2020 (see page 146).
The Board has taken the view that this change is warranted due to the Group’s considerable expansion over the past four years, particularly outside France, the quality of its financial performance and the actions taken to set VINCI companies on a pathway to reduce their emissions in line with the goals of the Paris Agreement.
The criteria for determining the short-term variable component aim to take account of the Group’s all-round performance. To this end, they include three distinct elements reflecting economic and financial, managerial, and environmental, social and governance (ESG) factors, which together contribute to VINCI’s all-round performance. The rationale for choosing indicators is given below. The amount of the short-term variable component is equal to the sum of the bonuses thus determined, after applying these criteria.
