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 to grant performance share awards satisfied using existing VINCI 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.
In addition, the Remuneration Committee is informed of the remuneration policy applicable to the main senior executives who are not company officers.
Activities in 2023
The table below presents the main focus areas and subjects addressed by the Remuneration Committee during the year.
| Main focus areas |
Subjects addressed by the Remuneration Committee in 2023 |
| Remuneration policies for the Chairman and Chief Executive Officer and the Group’s company officers |
Remuneration policies for the Chairman and Chief Executive Officer and the Group’s company officers Subjects addressed by the Remuneration Committee in 2023
- 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 2022
- Determination of the variable component of the Chairman and Chief Executive Officer’s remuneration in respect of 2022
- Determination of the remuneration policy applicable to the Chairman and Chief Executive Officer for 2023
- Proposal of changes to the remuneration system for Board members
- Update on the Chairman and Chief Executive Officer’s remuneration in 2023
|
| Performance share plans |
Performance share plans Subjects addressed by the Remuneration Committee in 2023
- Noting of the fulfilment of performance conditions for the long-term incentive and performance share plans set up respectively on 9 April and 18 June 2020 and determination of the vesting percentages for the awards under these plans
- Review of a proposal for a qualified performance share plan to be put in place in 2023 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 2023 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 in 2023
- Update on the performance conditions applicable to the performance share and long-term incentive plans put in place in 2021 and due to vest in 2024
- Discussions on the changes to be made to the criteria used to measure environmental performance in the context of future incentive plans
|
| Report on corporate governance / Shareholders’ General Meeting |
Report on corporate governance / Shareholders’ General Meeting Subjects addressed by the Remuneration Committee in 2023
- Validation of the “Company officers’ remuneration and interests” section of the 2022 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 2023 and the remuneration paid in 2022 to company officers and the executive company officer
- Examination of draft extraordinary resolutions to be submitted for shareholder approval at the 2023 Shareholders’ General Meeting relating to the Group savings plan and performance share awards
|
| Group savings plans |
Group savings plans Subjects addressed by the Remuneration Committee in 2023 Progress report on employee share ownership in France and around the world |
| Other |
Other Subjects addressed by the Remuneration Committee in 2023 Feedback gathered during governance roadshows in advance of the Shareholders’ General Meeting |
Appointments and Corporate Governance Committee
| Number of directors |
Membership at 31 December 2023 |
Proportion of independent directors |
Number of meetings held in 2023 |
Average attendance rate in 2023 |
Number of directors 5 |
Membership at 31 December 2023
- Yannick Assouad (Chair)
- Benoit Bazin
- Claude Laruelle
- Marie-Christine Lombard
- Dominique Muller (representing employee shareholders)
|
Proportion of independent directors 100%(excluding the Director representing employee shareholders) |
Number of meetings held in 2023 3 |
Average attendance rate in 2023 100% |
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 12 April 2022 until 13 April 2023, this committee had the following members: Yannick Assouad (Chair), Benoit Bazin, Robert Castaigne, Claude Laruelle and Marie-Christine Lombard. Since 13 April 2023, its membership has been as follows: Yannick Assouad (Chair), Benoit Bazin, Claude Laruelle, Marie-Christine Lombard and Dominique Muller. With the exception of Ms Muller, the Director representing employee shareholders, all of this committee’s members are considered independent by the Board.
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.
