2022 Universal Registration Document

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.

Activities in 2022

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 2021;
• determination of the remuneration policy applicable to Mr Huillard for a new term of office;
• noting of the fulfilment of performance conditions for the long-term incentive and performance share plans set up on 17 April 2019 and determination of the proportion of the awards able to vest;
• 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 2022 and the remuneration paid in 2021 to company officers and the executive company officer;
• examination of draft ordinary resolutions to be submitted for shareholder approval at the 2022 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 2022 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 2022 for the executive company officer;
• determination of the performance conditions applicable to the performance share and long-term incentive plans to be put in place beginning in 2022;
• update on the employee share ownership policy in France and around the world.

Appointments and Corporate Governance Committee

Composition

In accordance with the Board’s internal rules, the Appointments and Corporate Governance Committee comprises at least three directors designated by the Board. From 18 June 2020 until 12 April 2022, this committee had the following members: Yannick Assouad (Chair), Benoit Bazin, Robert Castaigne, Marie-Christine Lombard and Yves-Thibault de Silguy. Since 12 April 2022, its membership has been as follows: Yannick Assouad (Chair), Benoit Bazin, Robert Castaigne, Claude Laruelle and Marie-Christine Lombard.

The Board recognises four of these five members as independent.

The Chairman and Chief Executive Officer attends this committee’s meetings except when it performs its assessment of the Executive Management. The Board Secretary acts as secretary to this committee.

Responsibilities

With respect to appointments, the Appointments and Corporate Governance Committee:

•  examines all candidacies for appointments to the Board and expresses an opinion and/or recommendation to the Board on those candidacies;
• prepares, in a timely manner, recommendations and opinions on the appointment of executive company officers and succession plans;
•  examines, on a consultative basis, the Executive Management’s proposals relating to the appointment and dismissal of the Group’s main senior executives;
• is informed of the Executive Management’s policy for managing the Group’s senior executives and, in this regard, examines the procedures for succession plans;
• expresses an opinion on the membership of committees and makes proposals for the appointment and renewal of the Chair of the Audit Committee.

With respect to corporate governance, the Appointments and Corporate Governance Committee:

• verifies adherence to the rules of corporate governance and ensures that the recommendations of the Afep-Medef code are being followed, while also making sure that any departures from this code are justified, particularly in the chapter of the Universal Registration Document dedicated to corporate governance;
• supervises the process for the assessment of the work of the Board;
• prepares the Board’s discussions on the assessment of the Company’s Executive Management in consultation with the Remuneration Committee;
• reviews the independence of serving Board members each year.