The Board took into account the following elements:
| Indicator | Performance relative to prior year | Factors taken into account |
|---|---|---|
| Managerial performance and dialogue with stakeholders (A) | Managerial performance and dialogue with stakeholders (A) Performance relative to prior year 100% |
Managerial performance and dialogue with stakeholders (A) Factors taken into account Strong increase in the share of revenue generated outside France (54.7% in 2022 compared with 46.7% in 2021) Excellent quality of internal and external dialogue |
| Environment (B1) | Environment (B1) Performance relative to prior year 100% |
Environment (B1) Factors taken into account Receipt of an A score, the highest rating, from CDP in the Climate Change category Effective deployment of initiatives to reduce CO₂ emissions |
| Workforce safety and engagement (B2) | Workforce safety and engagement (B2) Performance relative to prior year 68% |
Workforce safety and engagement (B2) Factors taken into account Increase in the number of women serving on management and executive bodies Increase in the proportion of employees residing outside France eligible to enrol in the employee share ownership programme (86.5% eligibility)Major accident prevention programme put in place, although further progress must still be made in this area |
| Corporate governance (B3) | Corporate governance (B3) Performance relative to prior year 100% |
Corporate governance (B3) Factors taken into account Quality of preparation for succession plans confirmed by the Appointments and Corporate Governance Committee |
These achievements led the Board to set the performance-based remuneration for these criteria as follows:
| Indicator (in €) | 2021 | Percentage of maximum bonus received in 2021 | 2022 bonus | Upper limit applicable in 2022 | Percentage of maximum bonus received in 2022 |
|---|---|---|---|---|---|
| Managerial performance (A) | Managerial performance (A) 2021 288,000 |
Managerial performance (A) Percentage of maximum bonus received in 2021 100% |
Managerial performance (A) 2022 bonus 312,000 |
Managerial performance (A) Upper limit applicable in 2022 312,000 |
Managerial performance (A) Percentage of maximum bonus received in 2022 100% |
| ESG performance (B1, B2, B3) | ESG performance (B1, B2, B3) 2021 422,400 |
ESG performance (B1, B2, B3) Percentage of maximum bonus received in 2021 88% |
ESG performance (B1, B2, B3) 2022 bonus 447,200 |
ESG performance (B1, B2, B3) Upper limit applicable in 2022 520,000 |
ESG performance (B1, B2, B3) Percentage of maximum bonus received in 2022 86% |
| Variable remuneration based on managerial and ESG performance | Variable remuneration based on managerial and ESG performance 2021 710,400 |
Variable remuneration based on managerial and ESG performance Percentage of maximum bonus received in 2021 92.5% |
Variable remuneration based on managerial and ESG performance 2022 bonus 759,200 |
Variable remuneration based on managerial and ESG performance Upper limit applicable in 2022 832,000 |
Variable remuneration based on managerial and ESG performance Percentage of maximum bonus received in 2022 91% |
| Indicator (in €) | 2021 | 2022 | 2022/2021 change | Upper limit applicable in 2022 | Percentage of maximum bonus received in 2022 |
|---|---|---|---|---|---|
| Total economic and financial part | Total economic and financial part 2021 1,152,000 |
Total economic and financial part 2022 1,248,000 |
Total economic and financial part 2022/2021 change +8.3% |
Total economic and financial part Upper limit applicable in 2022 1,248,000 |
Total economic and financial part Percentage of maximum bonus received in 2022 100% |
| Part based on managerial and ESG performance | Part based on managerial and ESG performance 2021 710,400 |
Part based on managerial and ESG performance 2022 759,200 |
Part based on managerial and ESG performance 2022/2021 change +6.9% |
Part based on managerial and ESG performance Upper limit applicable in 2022 832,000 |
Part based on managerial and ESG performance Percentage of maximum bonus received in 2022 91% |
| Total variable remuneration | Total variable remuneration 2021 1,862,400 |
Total variable remuneration 2022 2,007,200 |
Total variable remuneration 2022/2021 change +7.8% |
Total variable remuneration Upper limit applicable in 2022 2,080,000 |
Total variable remuneration Percentage of maximum bonus received in 2022 96.5% |
At its meeting of 12 April 2022, the Board decided to grant a conditional award to Mr Huillard, corresponding to a maximum of 35,000 existing VINCI shares. At that time, the fair value of this award (under IFRS 2) was €2,689,750. All or some of the shares in question will vest at the end of a three-year period on 12 April 2025, subject to continued service as well as applicable performance conditions that will be evaluated at 31 December 2024 as described in paragraph 5.3.2, “Long-term incentive plan for the Chairman and Chief Executive Officer set up by the Board on 12 April 2022”, page 168.
These plans are mentioned in paragraph 5.3.1, “Existing long-term incentive plans”, page 167.
Mr Huillard is eligible to be granted conditional awards under the following long-term incentive plans remaining in force at 31 December 2022:
| Number of shares | Fair value at the grant date (in €) | Percentage of the year’s total remuneration | Vesting date | |
|---|---|---|---|---|
| Plan set up on 18 June 2020 | Plan set up on 18 June 2020 Number of shares 29,440 |
Plan set up on 18 June 2020 Fair value at the grant date (in €)2,150,592 |
Plan set up on 18 June 2020 Percentage of the year’s total remuneration 51% (*) |
Plan set up on 18 June 2020 Vesting date 18/06/2023 |
| Plan set up on 8 April 2021 | Plan set up on 8 April 2021 Number of shares 30,900 |
Plan set up on 8 April 2021 Fair value at the grant date (in €)2,429,976 |
Plan set up on 8 April 2021 Percentage of the year’s total remuneration 44% |
Plan set up on 8 April 2021 Vesting date 08/04/2024 |
| Plan set up on 12 April 2022 | Plan set up on 12 April 2022 Number of shares 35,000 |
Plan set up on 12 April 2022 Fair value at the grant date (in €)2,689,750 |
Plan set up on 12 April 2022 Percentage of the year’s total remuneration 45.1% |
Plan set up on 12 April 2022 Vesting date 12/04/2025 |
(*) Percentage takes into account the voluntary reduction in remuneration requested by Mr Huillard in respect of 2020.
In accordance with the provisions of Article 26.3.3 of the Afep-Medef code, Mr Huillard made a commitment not to engage in any hedging transactions in respect of his own risks with regard to the shares granted under the long-term incentive plans for which he is eligible, and agreed to respect this commitment until the end of the three-year holding period for the shares.
