For VINCI SA’s executive company officers, the Board has approved a remuneration policy including a short-term fixed component, a short-term variable component and a long-term variable component. Currently, Xavier Huillard is VINCI’s only executive company officer. All three components of this remuneration policy are discussed below.
| GENERAL REMUNERATION POLICY FOR EXECUTIVE COMPANY OFFICERS | POLICY APPLICABLE TO XAVIER HUILLARD FOLLOWING THE 2023 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 | Amount | Application ofpolicy for 2023 |
| 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 (Set in April 2022) | €1,300,000 |
| 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 | Upper limit | 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% | ||||||
| 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 | Upper limit | Weighting for 2023 | ||
| Economic criteria | 50% to 65% | Number of shares set by the Board, corresponding to a maximum fair value (under IFRS 2) 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 short-term fixed component of an executive company officer’s remuneration is set at an amount determined by the Board at the time of the officer’s 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 raised from €1,200,000 to €1,300,000 per year for the duration of his term of office as Chairman and Chief Executive Officer, with effect from the date of the 2022 Shareholders’ General Meeting, which was held on 12 April 2022. It is paid in 12 monthly instalments.
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 that relate respectively to 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.
