2021 UNIVERSAL REGISTRATION DOCUMENT

General and financial elements

  Type of performance indicator Indicator Relevance of indicators and how they are used

ALL-ROUND PERFORMANCE


 


 

ALL-ROUND PERFORMANCE


 


 

Type of performance indicator

Economic and financial performance indicators

ALL-ROUND PERFORMANCE


 


 

Indicator

Earnings per share

Recurring operating income

Operating cash flow

ALL-ROUND PERFORMANCE


 


 

Relevance of indicators and how they are used

These three indicators offer insight into the quality of the Group’s economic and financial management from different complementary angles.

The Group’s economic and financial performance is evaluated using the indicators shown opposite, measured at 31 December each year. The method consists in determining and recording the movement in each of these indicators between 31 December in the prior year and 31 December in the year just ended.

A bonus is associated with each performance indicator, the amount of which depends on the percentage change recorded in the corresponding indicator. The bonus amount has a lower limit of €0 (for a negative change of 10% or more) and an upper limit of one-third of the amount corresponding to the upper limit for the overall bonus tied to the economic and financial performance indicators (for a positive change of 10% or more), in accordance with a remuneration schedule set by the Board.

In the event that a performance improvement in excess of 10% is noted for one or more indicators, an outperformance bonus limited to 20% for each indicator will be awarded, with the understanding that the total of the three bonuses may not be greater than €1,248,000. That amount represents 60% of the upper limit for the short-term variable component.

 

Managerial performance indicators

Type of performance indicator

Proportion of the Group’s business conducted outside France

Indicator

This indicator aims to track the level of geographical diversification of the Group’s business activities.

 

 

Management and dialogue with stakeholders

Type of performance indicator

This indicator aims to allow the Board to set diverse ESG priorities, depending on the issues it feels merit particular attention.

 

ESG performance indicators

Type of performance indicator

Workforce, society and safety

Indicator

The Board considers the following indicators as falling within this category:

  • the effectiveness of workplace accident prevention policies, which is assessed in particular by tracking the accident frequency rate;
  • the results of the policy for more women senior managers across the Group;
  • the development of employee share ownership programmes outside France;
  • the efforts to promote the integration of employees with disabilities.

 

Environment

Type of performance indicator

With regard to environmental issues, the Board has selected the following indicators:

  • the ability to maintain or improve upon the A− score received by VINCI from CDP,
  • greenhouse gas emission cuts, as well as any other indicator used to measure the Group’s contribution to preserving natural environments and promoting the circular economy.

 

Governance and compliance

Type of performance indicator

This indicator aims to track the quality of interactions with the Appointments and Corporate Governance Committee and with the Lead Director in the preparation and implementation of succession plans.

At the start of a given year, the Board sets goals, applying a weighting coefficient to those considered as priorities. The Board reserves the option to adjust these indicators when such a move is, in its view, justified by the circumstances, provided that the reasons for these changes are outlined at the Shareholders’ General Meeting in which shareholders are asked to vote on resolutions relating to the short- and long-term variable components of remuneration for the individual concerned. The Board reaches its decisions in conjunction with its examination of the financial statements for the prior year, after reviewing the recommendations of the Remuneration Committee and after having given Board members the opportunity to pursue discussions without any executive company officers being present.

4.1.2.4 Long-term variable component

The remuneration of executive company officers includes a long-term portion intended to align the interests of the beneficiaries with those of shareholders and investors, taking a multi-year perspective.

To this end, the Board carries out an analysis each year to determine the appropriate structure of the award for this component. It may be comprised of physical or synthetic VINCI shares and may be granted either under a plan set up in accordance with ordinary law or under any other plan permitted by law. Since 2014, all awards to VINCI SA’s executive company officers have been granted in accordance with ordinary law and satisfied using existing VINCI shares (and are therefore not pursuant to Article L.225-197-1 of the French Commercial Code).

The fair value measurement for these awards (under IFRS 2) is capped, at the time they are decided by the Board, at 100% of the upper limit of short-term fixed and variable remuneration. Vesting of these awards is subject to:

  • Performance conditions evaluated over a period of three years. This performance evaluation may lead to a decrease in the number of shares delivered or eliminate the award entirely.
  • Continued service within the Group, as mentioned in the table below. However, the Board reserves the right to maintain eligibility in other cases, depending on its assessment of the circumstances.

For plans introduced from 2022, the performance conditions will be as follows:

Type of criteria involved Description Weighting
Economic criterion Economic criterion

Description

Value creation

Measurement of value creation on the basis of changes in the ROCE/WACC ratio (“R”), as described in paragraph 5.2.2, page 153

Economic criterion

Weighting

50%

Financial criteria Financial criteria

Description

Debt management

Measurement of the Group’s ability to generate cash flows in line with its level of debt, with reference to the FFO (funds from operations)/net debt ratio (“R”)

Financial criteria

Weighting

12.5%

 

 

Description

Stock market performance

Comparison of VINCI’s total shareholder return (TSR) with that of a composite industry index comprised of companies representing the full range of VINCI’s business activities

 

Weighting

12.5%

ESG criteria ESG criteria

Description

Environment

Determined on the basis of the Climate Change score received by VINCI from CDP for each of the three years of the vesting period

ESG criteria

Weighting

15%

 

 

Description

Safety

Tracking of the Group’s safety performance, based on the frequency rate of workplace accidents with at least 24 hours of lost time per million hours worked (“F”) for VINCI employees worldwide

 

Weighting

5%

 

 

Description

Increasing the presence of women at senior management levels

Tracking of the increase in the percentage of women hired or promoted to management positions across the Group, as recorded in Y+3 (“P”)

 

Weighting

5%