For more than 20 years, the Board has pursued a policy aimed at ensuring the long-term commitment of its senior executives, company officers and line managers by providing deferred benefits tied to the Group’s performance.
To this end, the Company sets up long-term incentive plans each year, which involve the granting of conditional awards of performance shares to selected beneficiaries. Under these plans, shares only vest at the end of a three-year period, subject to continued employment within the Group, and the number of shares vested is tied to performance conditions, involving both internal and external criteria.
The Board has decided that the performance conditions applying to the plans will be as follows, starting with financial year 2024:
| Type of performance conditions involved | Description | Specific conditions for plans set up for executive company officers | Weighting |
|---|---|---|---|
| Economic criterion | Economic criterionDescription
Value creation Value creation is measured with reference to the ROCE/WACC ratio, as noted by the Board at 31 December of the year preceding the end of the vesting period for the plan, on the basis of the ratio of the return on capital employed (ROCE), calculated as an average over the past three years, to the weighted average cost of capital (WACC), also calculated as an average cost over the same three years. The vesting percentage in line with this economic criterion will depend on this ratio. It will be 100% if the ratio is 1.25x or higher and 0% if it is lower than 1.0x, with linear interpolation between the two limits of this range. The Board has decided that ROCE is to be determined by excluding the Group’s airport activities (VINCI Airports) from the ROCE calculation until such time as air passenger numbers worldwide return to 2019 levels (as reported by the IATA) on a full-year basis. |
Economic criterionSpecific conditions for plans set up for executive company officers
|
Economic criterionWeighting 50% |
| Financial criteria | Financial criteriaDescription
Debt management This criterion assesses the Group’s ability to generate cash flows in line with its level of debt, which is measured on the basis of the FFO (funds from operations) / net debt ratio. This ratio is determined following the methodology applied by rating agency Standard & Poor’s and corresponds to the average of the ratios for the three years preceding the end of the vesting period for the plan. The vesting percentage in line with this criterion will depend on this ratio. It will be 100% if the FFO/net debt ratio is 20% or higher and 0% if it is 15% or lower, with linear interpolation between the two limits of this range. |
Financial criteriaSpecific conditions for plans set up for executive company officers
|
Financial criteriaWeighting 12.5% |
| Type of performance conditions involved
Stock market performance Comparison of VINCI’s total shareholder return (TSR) with that of a composite industry index comprised of listed companies representing the full range of VINCI’s business activities.This criterion measures, over a period of three years, the performance of the VINCI share compared with a composite industry index comprised of listed companies representing the full range of VINCI’s business activities, which is calculated by a third party. This performance is determined on the basis of the difference, whether positive or negative, noted at 31 December of the year preceding the end of the vesting period, between the total shareholder return (TSR) achieved by a VINCI shareholder over the period from 1 January of year Y (the one during which the shares are initially granted) to 31 December of year Y+2 and the TSR that a shareholder invested in the composite industry index would have achieved over the same period, in both cases with dividends reinvested. The vesting percentage in line with this stock market performance criterion will depend on this difference. It will be 100% if the difference is positive by 5 percentage points or more, 50% if the two TSR results are equivalent and 0% if the difference is negative by 5 percentage points or more, with linear interpolation between the two limits of this range. |
Description The vesting percentage in line with this stock market performance criterion will depend on this difference. It will be 100% if the difference is positive by 5 percentage points or more and 0% if the two TSR results are equivalent or if the difference is negative to any extent, with linear interpolation between the two limits of this range. |
Specific conditions for plans set up for executive company officers 12.5% |
|
| ESG criteria | ESG criteriaDescription
Environment Determined on the basis of the Climate Change score received by VINCI from CDP for each of the three years preceding the end of the vesting period. This criterion reflects the effectiveness of the Group’s environmental actions and initiatives. It is measured on the basis of the Climate Change score received by VINCI from CDP Worldwide in respect of the three years preceding the end of the vesting period for the plan. The vesting percentage in line with this criterion will depend on the scores obtained during the period. It will be 100% if the score received is in the B band or higher for each of the three years, including one score of A− or higher, 75% if the score received is in the B band or higher for each of the three years, 50% if the score received is in the B band or higher for two of the three years, 25% if the score received is in the B band or higher for only one of the three years, and 0% if no score in the B band or higher is received. |
ESG criteriaSpecific conditions for plans set up for executive company officers
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ESG criteriaWeighting 15% |
| Type of performance conditions involved
Safety Tracking of the Group’s safety performance, based on the lost-time workplace accident frequency rate (number of workplace accidents with at least 24 hours of lost time per million hours worked by VINCI employees worldwide). A three-year average frequency rate is calculated and the vesting percentage is 100% if this average frequency rate is lower than or equal to the level determined by the Board when setting up the plan and 0% if it is higher than the level determined by the Board. The Board also determines the projected progress for this frequency rate. |
Description
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Specific conditions for plans set up for executive company officers 5% |
|
| Type of performance conditions involved
Greater female representation in management positions Measurement of the percentage of women holding management positions within the Group, as recorded in year Y+2, compared with the situation in year Y when the plan was set up. The indicator used tracks the increase in female representation in leadership roles within the Group. The vesting percentage in line with this criterion will depend on the movement in the proportion of women managers within the Group between 31 December of year Y−1, thus preceding the launch year of the plan, and 31 December of year Y+2. |
Description
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Specific conditions for plans set up for executive company officers 5% |
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.
These plans are set up either in accordance with the provisions of Article L.225-197-1 of the French Commercial Code relating to bonus shares or in accordance with ordinary law.
Although VINCI’s executive company officer is not eligible for the plans covered by Article L.225-197-1 of the French Commercial Code due to the conditions laid down by Article L.22-10-60 of the French Commercial Code, he is eligible to receive share awards in accordance with ordinary law under specific long-term incentive plans set up as part of the remuneration policy applicable to him, which is described in paragraph 4.1.2.4, “Longterm variable component”, page 158.
