| Type of performance indicator | Indicator | Relevance of indicators and how they are used | |
|---|---|---|---|
| ALL-ROUND PERFORMANC | ALL-ROUND PERFORMANC Type of performance indicator Economic and financial performance indicators |
ALL-ROUND PERFORMANC Indicator Earnings per share |
ALL-ROUND PERFORMANC Relevance of indicators and how they are used These three indicators reflect 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. |
Recurring operating income |
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Operating cash flow(adjusted for investments made in the renewable energy sector that are strategic for the Group) |
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Managerial performance indicators |
Type of performance indicator Development of the Group’s business conducted outside France |
Indicator This indicator reflects the level of geographical diversification of the Group’s business activities. |
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Managerial performance and dialogue with stakeholders |
Type of performance indicator This indicator reflects the Board’s assessment of the extent to which priorities have been met, depending on the issues it feels merit particular attention. |
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ESG performance indicators |
Type of performance indicator Workforce safety and engagement |
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 to bring more women into leadership positions as measured by the percentage of women serving on management and executive bodies across the Group;• the development of employee share ownership programmes outside France. |
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Environment |
Type of performance indicator With regard to environmental issues, the Board has selected the following indicators:• the ability to maintain the A score received by VINCI from CDP;• reductions in greenhouse gas emissions or any other indicator used to measure the Group’s contribution to preserving natural environments and promoting the circular economy. |
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Corporate governance |
Type of performance indicator This indicator tracks 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 modify the indicators in use, whether in relation to their type or how they are applied, 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.
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 therefore not in accordance with Article L.225-197-1 of the French Commercial Code due to regulatory constraints).
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 total of fixed remuneration plus the upper limit of short-term variable remuneration. Vesting of these awards is subject to:
It should be noted that Mr Huillard has not entered into an employment contract with the Group. The condition of continued service is therefore evaluated with regard to the appointments he holds at VINCI SA, namely as Chairman, Chief Executive Officer and Director, the terms of office of which are limited by law and the Articles of Association.
