| Type of performance indicator | Indicator | Relevance of indicators and how they are used | |
|---|---|---|---|
| ALL-ROUND PERFORMANCE | Economic and financial performance indicators | ALL-ROUND PERFORMANCEType of performance indicator Earnings per share |
ALL-ROUND PERFORMANCEIndicator
These three indicators reflect the quality of the Group’s economic and financial management from different complementary angles. 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) |
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| Managerial performance indicators | Managerial performance indicators Type of performance indicatorInternational diversification |
Managerial performance indicators IndicatorInternational diversification This indicator aims to maintain a focus on balancing the Group’s geographic exposure. |
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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 | ESG performance indicators Type of performance indicatorWorkforce safety and engagement |
ESG performance indicators IndicatorThe Board considers the following indicators as falling within this category:
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Environment |
Type of performance indicator
With regard to environmental issues, the Board has selected the following indicators:
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Corporate governance |
Type of performance indicator This indicator tracks the quality of the work carried out with the Appointments and Corporate Governance Committee and the Board on the succession plan for the executive company officer and the related governance measures. |
Given the level of operating cash flow achieved by the Group at the end of 2023, the Board decided that economic and financial performance indicators for 2024 will be evaluated in relation to the annual average of each indicator as noted at 31 December 2022 and 31 December 2023. In addition, the Board decided that these three indicators will be adjusted for the impact of the new levy on long-distance transport infrastructure operators introduced by France’s Finance Law for 2024 (Law 2023-1322 of 29 December 2023).
With respect to managerial performance, the Board will review in particular the balance of the Group’s geographic exposure and the assistance provided by the Chairman and Chief Executive Officer in support of the managerial transition.
With respect to ESG performance, the CDP indicator has been replaced to provide a better fit with the Group’s environmental ambition and the corporate governance indicator has been maintained so as to continue tracking the work relating to the succession plan for the executive company officer and the related governance matters.
The Board and its committees ensure that all-round performance is evaluated by taking into account progress against targets for each of the selected performance indicators.
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 the remuneration policy 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, 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:
The performance conditions applying to plans to be put in place beginning in 2024 are presented in paragraph 5.1, “Policy on the granting of awards”, page 166.
