Executive officers
VINCI SA’s executive officers receive short-term variable remuneration based on the level of performance achieved, as noted by the Board at the end of the year in question. This component of remuneration will only be paid if the corresponding resolution is passed at the Shareholders’ General Meeting (known as an “ex-post” vote).
The criteria for determining the short-term variable component are selected to take account of the Group’s all-round performance. To this end, they fall into three categories, relating respectively to economic and financial, managerial, and environmental, social and governance (ESG) factors.
The rationale for choosing these indicators is given below. The amount of the short-term variable component is equal to the sum of the bonuses determined after applying these criteria.
| Type of performance indicator | Performance indicators | Relevance of indicators and how they are used | |
|---|---|---|---|
| ALL-ROUND PERFORMANCE |
Economic and financial performance indicators
Upper limit: 60% of the upper limit for the short-term variable component |
ALL-ROUND PERFORMANCE Type of performance indicator Earnings per share |
ALL-ROUND PERFORMANCE Performance indicators These three indicators reflect the quality of the Group’s economic and financial management from different complementary angles. A bonus is associated with each economic and financial performance indicator. The amount of each bonus ranges from 0% to 120% of an amount (considered the “reference amount”) equal to one-third of an amount corresponding to 60% of the upper limit for the short-term variable component, depending on the year-on-year change in the corresponding indicator. The bonus will be 0% of the reference amount if a decrease of 10 percentage points or more is recorded, 100% of the reference amount if an increase of at least 5 points is recorded, and it can reach 120% of the reference amount if an increase of at least 20 percentage points is recorded. An incremental scale applies between the two limits of this range. In all cases, the sum of the three bonuses is capped at an amount equal to 60% of the upper limit for the short-term variable component. |
|
Recurring operating income |
|||
|
Ebitda adjusted for changes in working capital requirement (WCR) and current provisions |
|||
|
Managerial performance indicators
Upper limit: 15% of the upper limit for the short-term variable component |
Managerial performance indicators
Upper limit: 15% of the upper limit for the short-term variable component Type of performance indicator Stability or increase in the proportion of revenue generated outside France. |
Managerial performance indicators
Upper limit: 15% of the upper limit for the short-term variable component Performance indicators This indicator aims to maintain a focus on the geographical balance of the Group’s activities. |
|
|
Managerial performance and dialogue with stakeholders |
Type of performance indicator This indicator reflects the Board’s assessment of the extent to which its priorities have been met, depending on the issues it feels merit particular attention. |
||
|
CSR performance indicators
Upper limit: 25% of the upper limit for the short-term variable component |
CSR performance indicators
Upper limit: 25% of the upper limit for the short-term variable component Type of performance indicator Environment 8%
Monitoring of reductions in Scope 1 and 2 CO2 emissions
Managerial efforts to reduce Scope 3 CO2 emissions expressed in terms of intensity relative to revenue |
CSR performance indicators
Upper limit: 25% of the upper limit for the short-term variable component Performance indicators As the Group is in a position to actively reduce upstream and downstream Scope 1 and 2 emissions, the Board continually tracks and assesses the Group’s progress on its emissions reduction trajectory.
However, it can only seek to influence the various stakeholders (customers, partners, suppliers) to which its Scope 3 emissions are attributed, encouraging them to make responsible investments or use the infrastructure assets the Group manages in a way that respects the environment. The Board aims to ensure that significant efforts are being made to this end across the Group’s business lines. |
|
|
Workforce safety and engagement 11%
Reduction in the workplace accident frequency rate
Reduction in the workplace accident severity rate
Quality and deployment of safety management policies
Greater female representation on leadership bodies |
Type of performance indicator The Board has set continuous improvement in the effectiveness of the Group’s occupational health and safety policies as a key priority. Its specific goals are to reduce workplace accident frequency and severity rates, while also encouraging efforts to implement best practices on the ground.
Achieving greater female representation on leadership bodies is important yet challenging given the industries in which the Group operates. The Board has set a target and a time frame within which to achieve this objective. |
||
|
Governance and compliance 6% |
Type of performance indicator This indicator is used by the Board to assess the implementation of the succession plan for the Chief Executive Officer, paying particular attention to how well the governing bodies are functioning. |
At the start of a given year, the Board sets goals, applying a weighting coefficient to those considered as priorities. As part of this overall policy, the Board reserves the option to modify the indicators in use, whether in relation to their type or how they are applied, when it believes the circumstances justify such a move, provided that the reasons for the changes are outlined at the Shareholders’ General Meeting in which shareholders are asked to vote on the remuneration of the individuals concerned. The Board reaches its decisions when examining the financial statements for the prior year, once it has reviewed the recommendations of the Remuneration Committee and given Board members the opportunity to discuss matters in the absence of any executive officer.
At its meeting of 6 February 2025, the Board established the guidelines for the application of performance indicators for 2025 as shown in the table below:
| Chairman and Chief Executive Officer | Chief Executive Officer | |||
|---|---|---|---|---|
| Indicator | Movement in the indicator | Indicative bonus amount(*) per indicator | Movement in the indicator after the separation of roles | Indicative bonus amount(*) per indicator |
| Economic and financial performance indicators | Decrease of 10 percentage points or more | €0 | Decrease of 10 percentage points or more | €0 |
| Increase of at least 5 percentage points | €416,000 | Increase of at least 5 percentage points | €390,000 | |
| Increase of at least 20 percentage points | €499,200 | Increase of at least 20 percentage points | €468,000 | |
| Upper limit for the three bonuses | €1,248,000 | Upper limit for the three bonuses | €1,170,000 | |
