4. Company officers’ remuneration and interests
4.1 Remuneration policy for company officers
4.1.1 Remuneration policy for Board members
4.1.1.1 Overall structure of the remuneration package
The Company’s directors receive remuneration for their service as members of the Board and its committees and for their involvement in the work carried out by these bodies. The maximum aggregate amount of remuneration paid to Board members was set at €1,600,000 by resolution of the shareholders at the Shareholders’ General Meeting of 17 April 2019. This limit applies to the remuneration paid to directors for one calendar year, regardless of the date of payment. It does not include remuneration paid to executive company officers serving on the Board, who receive remuneration only as provided by the policy mentioned in paragraph 4.1.2 below, nor that paid to directors representing employees as part of their employment. Remuneration received by directors is paid twice each year in arrears after six months of completed service.
The guidelines for the allocation of remuneration paid to directors, as adopted by the Board on 8 February 2023 following proposals from the Remuneration Committee, are as follows:
- At the outset, directors receive annual fixed remuneration consisting of:
- basic remuneration equal to €26,500 for each director;
- with additional remuneration of:
- €55,000 for the Lead Director,
- €20,000 for Board committee chairs,
- €10,000 for Audit Committee members,
- €5,500 for Remuneration Committee members,
- €5,500 for Appointments and Corporate Governance Committee members,
- €4,000 for permanent members of the Strategy and CSR Committee.
- Directors also receive annual variable remuneration equal to:
- €3,500 for each Board meeting during the year at which they are physically present. If more than one Board meeting is held on the same day, this fee is paid only once, with the exception of the two meetings held before and after the Shareholders’ General Meeting, when directors receive two payments, their amounts depending on the manner of participation in these meetings.
- €1,500 for each meeting of a Board committee during the year at which they are physically present. If a committee holds more than one meeting on the same day, this fee is paid only once. The €1,500 amount is paid to any director participating on a voluntary basis in person at a meeting of the Strategy and CSR Committee.
- Any director taking part in a meeting of the Board or any of its committees remotely via videoconferencing or audio conferencing is entitled to receive variable remuneration determined as follows:
- The fee per meeting is equal to 100% of the amount to which the director would have been entitled for being physically present at the meeting, up to a maximum of two meetings of the Board and two meetings of the Strategy and CSR Committee.
- The fee per meeting is halved for meetings of the Board and of the Strategy and CSR Committee in excess of the two-meeting limit mentioned above and for all meetings of the other committees.
- Provided they are physically present at meetings of the Board or of any of its committees, additional amounts are paid to directors as follows:
- €1,000 per meeting for directors who reside elsewhere in Europe,
- €6,000 per meeting for directors who reside outside Europe.
If the Board or any of its committees holds more than one meeting on the same day, this additional amount is paid only once.
Directors are entitled to the reimbursement of expenses they have incurred in the exercise of their duties and, in particular, any travel and accommodation costs connected with attending meetings of the Board and its committees.
4.1.1.2 Items of remuneration subject to shareholder approval in accordance with Article L.22-10-8 II of the French Commercial Code
At the Shareholders’ General Meeting of 9 April 2024, in accordance with the provisions of Article L.22-10-8 II of the French Commercial Code, shareholders will be asked to vote on the remuneration policy for Board members, as presented above.
4.1.2 Remuneration policy for executive company officers, and specifically for Xavier Huillard, Chairman and Chief Executive Officer
4.1.2.1 Overall structure of the remuneration package
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.
