Part based on managerial and ESG performance
At its meeting of 7 February 2024, the Board approved the recommendations of the Remuneration Committee and the Appointments and Corporate Governance Committee, which had examined managerial and ESG performance in detail.
The Board took into account the following elements:
| Indicator or indicator category | Performance relative to prior year | Factors taken into account |
|---|---|---|
| Managerial performance | Managerial performance Performance relative to prior year100% |
Managerial performance Factors taken into accountThis indicator aimed to reflect the level of geographic diversification of the Group’s business activities. The Board took note of the Group’s strong revenue growth outside France as well as the increase in the relative contribution of the Group’s international activities (57%), in line with the targets set at the start of the year. In addition, the Board observed that the high quality of the Chief Executive Officer’s dialogue with all stakeholders had been maintained. |
| Environment | Environment Performance relative to prior year58% |
Environment Factors taken into accountFor this category, the Board had selected as indicators the maintenance of the A score received by VINCI from CDP and reductions in greenhouse gas emissions, as well as any other indicator that could be used to measure the Group’s contribution to preserving natural environments and promoting the circular economy. The Board noted that the CDP score declined from A to A− in 2023, due to the introduction of more stringent requirements and the fact that actual progress against emissions reduction targets fell short of planned progress, despite the efforts brought to bear by the Group. |
| Workforce safety and engagement | Workforce safety and engagement Performance relative to prior year98.2% |
Workforce safety and engagement Factors taken into accountFor this category the Board had selected as indicators (i) the effectiveness of workplace accident prevention policies, assessed in particular by tracking the accident frequency rate; (ii) the results of the policy to bring more women into leadership roles as measured by the percentage of women serving on management and executive bodies; and (iii) the development of employee share ownership programmes outside France. The Board commended the decline in the workplace accident frequency rate, although the target has not yet been met. In addition, the Board noted an improvement in female representation in leadership roles as well as an increase in the percentage of employees outside France who are eligible to enrol in the Group savings plan. |
| Corporate governance | Corporate governance Performance relative to prior year100% |
Corporate governance Factors taken into accountThis indicator was used to track the quality of interactions with the Appointments and Corporate Governance Committee and with the Lead Director. The Board is satisfied with the progress made in preparing the succession process and with the various milestones achieved during the year. |
These achievements led the Board to set the performance-based remuneration for these criteria as follows:
| Indicator (in €) | 2022 bonus | Percentage of maximum bonus received in 2022 | 2023 bonus | Upper limit applicable in 2023 | Percentage of maximum bonus received in 2023 |
|---|---|---|---|---|---|
| Managerial performance | Managerial performance 2022 bonus312,000 |
Managerial performance Percentage of maximum bonus received in 2022100% |
Managerial performance 2023 bonus312,000 |
Managerial performance Upper limit applicable in 2023312,000 |
Managerial performance Percentage of maximum bonus received in 2023100% |
| ESG performance | ESG performance 2022 bonus447,200 |
ESG performance Percentage of maximum bonus received in 202286% |
ESG performance 2023 bonus438,006 |
ESG performance Upper limit applicable in 2023520,000 |
ESG performance Percentage of maximum bonus received in 202384.2% |
| Variable remuneration based on managerial and ESG performance | Variable remuneration based on managerial and ESG performance2022 bonus759,200 | Variable remuneration based on managerial and ESG performancePercentage of maximum bonus received in 202291% | Variable remuneration based on managerial and ESG performance2023 bonus750,006 | Variable remuneration based on managerial and ESG performanceUpper limit applicable in 2023832,000 | Variable remuneration based on managerial and ESG performancePercentage of maximum bonus received in 202390.1% |
| Indicator (in €) | 2022 | 2023 | 2023 vs 2022 | Upper limit applicable in 2023 | Percentage of maximum bonus received in 2023 |
|---|---|---|---|---|---|
| Total economic and financial part | Total economic and financial part 20221,248,000 |
Total economic and financial part 20231,248,000 |
Total economic and financial part 2023 vs 2022100% |
Total economic and financial part Upper limit applicable in 20231,248,000 |
Total economic and financial part Percentage of maximum bonus received in 2023100% |
| Part based on managerial and ESG performance | Part based on managerial and ESG performance 2022759,200 |
Part based on managerial and ESG performance 2023750,006 |
Part based on managerial and ESG performance 2023 vs 202298.8% |
Part based on managerial and ESG performance Upper limit applicable in 2023832,000 |
Part based on managerial and ESG performance Percentage of maximum bonus received in 202390.1% |
| Total variable remuneration | Total variable remuneration20222,007,200 | Total variable remuneration20231,998,006 | Total variable remuneration2023 vs 202299.5% | Total variable remunerationUpper limit applicable in 20232,080,000 | Total variable remunerationPercentage of maximum bonus received in 202396.1% |
At its meeting of 13 April 2023, the Board decided to grant a conditional award of VINCI shares to Mr Huillard, corresponding to a total fair value (under IFRS 2) of €3,380,000, in consideration of the upper limit stipulated for such an award in the remuneration policy applicable to him. As the fair value of VINCI was calculated by an independent valuer at €92.89 per share, the Chairman and Chief Executive Officer was granted an award, in accordance with ordinary law, of 36,387 existing VINCI shares that will vest at the end of a three-year period on 13 April 2026, subject to continued service as well as applicable performance conditions that will be evaluated at 31 December 2025 as described in paragraph 5.3.2, “Long-term incentive plan for the Chairman and Chief Executive Officer set up by the Board on 13 April 2023”, page 170.
Plans set up on 8 April 2021, 12 April 2022 and 13 April 2023
These plans are mentioned in paragraph 5.3.1, “Existing long-term incentive plans”, pages 169 and 170.
Mr Huillard is eligible to be granted conditional awards under the following long-term incentive plans remaining in force at 31 December 2023:
| Number of shares | Fair value at the grant date (in €) | Percentage of the year’s total remuneration | Vesting date | |
|---|---|---|---|---|
| Plan set up on 8 April 2021 | Plan set up on 8 April 2021Number of shares30,900 |
Plan set up on 8 April 2021Fair value at the grant date (in €)2,429,976 |
Plan set up on 8 April 2021Percentage of the year’s total remuneration44% |
Plan set up on 8 April 2021Vesting date08/04/2024 |
| Plan set up on 12 April 2022 | Plan set up on 12 April 2022Number of shares35,000 |
Plan set up on 12 April 2022Fair value at the grant date (in €)2,689,750 |
Plan set up on 12 April 2022Percentage of the year’s total remuneration45.1% |
Plan set up on 12 April 2022Vesting date12/04/2025 |
| Plan set up on 13 April 2023(*) | Plan set up on 13 April 2023(*)Number of shares36,387 |
Plan set up on 13 April 2023(*)Fair value at the grant date (in €)3,379,988 |
Plan set up on 13 April 2023(*)Percentage of the year’s total remuneration50.6% |
Plan set up on 13 April 2023(*)Vesting date13/04/2026 |
(*) Subject to the approval by shareholders of the resolution relating to remuneration paid or granted to Mr Huillard at the Shareholders’ General Meeting of 9 April 2024.
