The Board may amend these performance conditions either in the event of a strategic decision that changes the scope of the Group’s business activities or under exceptional circumstances.
As Mr Huillard has not entered into an employment contract with the Group, the condition of continued service is 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.
The condition of continued service applicable to Mr Huillard with respect to share awards that have not vested at the time of evaluation is defined as follows:
| Event occurring before the vesting date | Impact on awards not yet vested under each plan |
|---|---|
| Event occurring before the vesting date Resignation from his positions as Chairman, Chief Executive Officer and Director before his term of office ends |
Impact on awards not yet vested under each plan Complete forfeiture of non-vested awards |
| Event occurring before the vesting date Termination as Chief Executive Officer due to resignation connected with a succession plan, age limit or retirement |
Impact on awards not yet vested under each plan Partial eligibility maintained, on a pro rata basis, over the period from the grant date of the award to the date of termination |
| Event occurring before the vesting date Death or disability |
Impact on awards not yet vested under each plan Eligibility maintained, application of specific plan provisions in case of death or disability |
| Event occurring before the vesting date Dismissal as Chief Executive Officer by decision of the Board |
Impact on awards not yet vested under each plan Partial eligibility maintained, on a pro rata basis, over the period from the grant date of the award to the date of termination |
The remuneration policy for executive company officers includes eligibility for the pension and insurance plans set up by VINCI for its employees.
A supplementary defined benefit pension plan (known in France as an “Article 39” plan) was set up in 2010 by the Company for senior executives of VINCI SA and its subsidiary VINCI Management, which is described in paragraph 4.2.3, “Supplementary pension plan set up for senior executives”, page 164. This plan was closed to new members in 2019 pursuant to Order 2019-697 of 3 July 2019, but its beneficiaries are not required to forfeit any benefits obtained at the closing date.
Mr Huillard is a beneficiary of this pension plan, as resolutions to this effect were passed at the Shareholders’ General Meetings of 6 May 2010, 15 April 2014 and 17 April 2018. Since 2019, he has been covered by the upper limit on benefits under this plan, which is eight times the annual French social security ceiling; he cannot receive any additional benefits.
Under this plan, at the settlement of his benefits provided by the general social security plan, Mr Huillard will receive a supplementary pension, the amount of which is capped at eight times the annual French social security ceiling (i.e. €351,936 at 31 December 2023).
Given that the Board has officially confirmed his senior executive status, Mr Huillard is also eligible to participate in the defined contribution pension plans and insurance plans set up by VINCI for its employees.
It should be noted that the benefits under these plans were taken into account in determining his overall remuneration.
The Board reserves the right, as necessary, to put in place a substitute plan in the event that a new executive company officer takes up his or her position without being eligible for coverage under the aforementioned plans.
The executive company officer has the use of a company car.
On the basis of the above structure, this remuneration policy has the following features:
| It is balanced. | It achieves a balance between:
|
|---|---|
| It is capped. | Each of its elements has an upper limit:
|
| It is subject, for the most part, to demanding performance conditions. | Future performance is assessed in relation to past performance. |
| It is in the interests of the Company. | Its amount is moderate, given the VINCI Group’s size and complexity. The performance conditions selected by the Board encourage Executive Management to consider not only short-term, but also long-term, and even very long-term, objectives. |
| It helps ensure the continuity of the Company and is in keeping with its business strategy. | The VINCI Group has a business model based on a complementary set of activities conducted over both short and long time frames. These businesses can only prosper over the long term if they are geographically diversified and respect stakeholders and the environment where they are pursued. The remuneration system aptly reflects these imperatives. |
At the Shareholders’ General Meeting of 9 April 2024, in accordance with Article L.22-10-8 II of the French Commercial Code, shareholders will be asked to vote on the remuneration policy for executive company officers, and in particular that applicable to Xavier Huillard, Chairman and Chief Executive Officer, as presented above.
