Vergütung und Interessen der Organmitglieder

Company officers’ remuneration and interests

Remuneration policy for Board members

Overall structure of the remuneration package

The members of the Company’s Board of Directors receive remuneration for their involvement in the work of the Board and its committees. The maximum amount for the total remuneration paid to all Board members was set at €1,600,000 by resolution of the shareholders at the Shareholders’ General Meeting of 17 April 2019. This limit applies to the remuneration paid to Board members for one calendar year, regardless of the date of payment. It does not include remuneration paid to executive company officers serving on the Board, who receive remuneration only as provided by the policy mentioned in paragraph 4.1.2 below.

The guidelines for the allocation of remuneration paid to Board members, as adopted by the Board following proposals from the Remuneration Committee, are as follows:

 - At the outset, Board members receive annual fixed remuneration consisting of:
   - Basic remuneration equal to €25,000 for each Director;
   - With additional remuneration of:
      - €70,000 for the Vice-Chairman;
      - €30,000 for the Lead Director;
      - €20,000 for Board committee chairmen;
      - €10,000 for Audit Committee members;
      - €5,500 for Remuneration Committee members;
      - €5,500 for Appointments and Corporate Governance Committee members;
      - €4,000 for Strategy and CSR Committee members.

 - Directors also receive variable remuneration equal to:
   - €3,500 for each Board meeting at which they are physically present. This remuneration is halved to €1,750 per meeting if they take part via video or audio conferencing. If more than one Board meeting is held on the same day, this remuneration is paid only once, with the exception of the two meetings held before and after the Shareholders’ General Meeting, when Board members receive two payments, their amounts depending on the manner of participation in these meetings.
   - €1,500 for each committee meeting at which they are physically present, with this amount halved, to €750, for participation via video or audio conferencing. This amount is paid to any Board member participating on a voluntary basis in a meeting of the Strategy and CSR Committee. If a committee holds more than one meeting on the same day, this amount is paid only once.
   - Provided they are physically present at these meetings, additional amounts are paid as follows:
      - €1,000 per meeting for Directors who reside elsewhere in Europe;
      - €2,000 per meeting for Directors who reside outside Europe.

If the Board or any of its committees holds more than one meeting on the same day, this amount is paid only once.

In light of the Covid-19 pandemic, which has made holding in-person meetings either difficult or impossible, the Board adapted the rules laid out above. It was decided that the variable remuneration received by Board members would not be halved if they took part in the Board meeting of 30 July 2020 via audio or video conferencing and that this rule would also apply to all meetings of the Board and its committees to be held from 22 October 2020 and until the Covid-19 public health emergency is lifted.

Board members are entitled to the reimbursement of expenses they have incurred in the exercise of their duties and, in particular, any travel and accommodation costs connected with attending meetings of the Board and its committees.

The Vice-Chairman has the use of a company car.

Items of remuneration subject to shareholder approval in accordance with Article L.22-10-8 II of the French Commercial Code

At the Shareholders’ General Meeting of 8 April 2021, in accordance with the provisions of Article L.22-10-8 II of the French Commercial Code, shareholders will be asked to vote on the remuneration policy for Board members, as presented above.

Remuneration policy for executive company officers, and specifically for Xavier Huillard, Chairman and Chief Executive Officer

Overall structure of the remuneration package

Executive company officers receive a remuneration package consisting of a short-term fixed component, a short-term variable component and a long-term component. Each of these components is discussed below.

Short-term fixed component

The amount of the short-term fixed component applying to an executive company officer is set by the Board at the time of appointment.

The short-term fixed component of Mr Huillard’s remuneration has been set at €1,200,000 per year for his entire term of office as - Chairman and Chief Executive Officer, i.e. for the 2018-2022 period. It is paid in 12 monthly instalments.

Short-term variable component

The criteria for determining the short-term variable component aim to take account of the Group’s all-round performance. To this end, they include three distinct elements reflecting economic and financial, managerial, and environmental, social and governance (ESG) factors, which together contribute to VINCI’s all-round performance. The rationale for choosing indicators is given below. The amount of the short-term variable component is equal to the sum of the bonuses thus determined, after applying these criteria.

At the start of the current year, the Board sets goals, applying a weighting coefficient to those considered as priorities. The Board reserves the option to adjust these indicators 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 resolutions relating to the short- and long-term variable components of remuneration 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.

Long-term variable component

The remuneration of executive company officers includes a long-term portion intended to align the interests of the beneficiaries with those of shareholders and investors, 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’s executive company officers have been granted in accordance with ordinary law and satisfied using existing VINCI shares (and are therefore not pursuant to Article L.225-197 of the French Commercial Code).

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 upper limit of short-term fixed and variable remuneration. The vesting of these awards is subject to continued service and performance conditions. The Board reserves the right to maintain eligibility in other cases, depending on its assessment of the circumstances. Performance conditions are evaluated over a period of three years. This performance evaluation may lead to a decrease in the number of shares delivered or eliminate the award entirely.

For any plan set up in 2021, the performance conditions will be as follows:

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.

In the event that Mr Huillard leaves the Group, the guidelines for the vesting of the long-term variable component of his remuneration are as follows:

Pension and insurance plans

The remuneration policy for executive company officers includes eligibility for the insurance plan set up by VINCI for its employees as well as a specific pension plan. Given the closure of the defined benefit pension plan set up in 2010 to new members in 2019, the Board reserves the right, as necessary, to put in place a substitute plan in the event that an executive company officer is not eligible for coverage under the aforementioned plan.

Given that the Board has officially confirmed his senior executive status, Mr Huillard is eligible to participate in the defined contribution pension plans and insurance plans set up by VINCI for its employees.

He is also eligible to participate in the supplementary defined benefit pension plan (known in France as an “Article 39” plan) set up in 2010 by VINCI for senior executives of VINCI SA and its subsidiary VINCI Management. This plan, whose application was approved by shareholders at the Shareholders’ General Meeting of 17 April 2018, is described in It was closed to new members in July 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.

Under this 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. €329,088 at 1 January 2021).

It should be noted that the benefits under these plans were taken into account in determining Mr Huillard’s overall remuneration.

Severance pay

In the Eleventh resolution passed at the Shareholders’ General Meeting of 17 April 2018, shareholders approved a commitment to provide Mr Huillard with severance pay in the event that the Board simultaneously terminates both of his appointments as Chairman of the Board and Chief Executive Officer prior to the normal expiry of his term of office as Director, except in the case of gross negligence or retirement. This commitment is capped at 24 months of his fixed and variable remuneration, in line with the recommendations of the Afep-Medef code.

The amount of severance pay would be determined by the Board with regard to the Group’s economic performance, measured by applying the same indicators as those used for the calculation of the economic part of his variable remuneration (earnings per share, recurring operating income, operating cash flow).

Severance pay could reach the equivalent of 24 months of his remuneration if the average rate of achievement of the quantitative targets used to calculate the variable part of his remuneration over the two years preceding the termination of his appointments were above 100% of the objective and nil if the average rate were less than or equal to 85% of the objective. Between these two percentage levels, the amount of severance pay would be determined by linear interpolation.
The amount of severance pay would be halved if the termination occurs during the fourth year of Mr Huillard’s term of office.

Benefits in kind

Executive company officers have the use of a company car.

Overview of the remuneration policy

On the basis of the above structure, this remuneration policy has the following features:

Items of remuneration subject to shareholder approval in accordance with Article L.22-10-8 II of the French Commercial Code

At the Shareholders’ General Meeting of 8 April 2021, 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.

Comparative information

External benchmarking exercise

At the request of the Remuneration Committee, a benchmarking exercise relating to the components of the Chairman and Chief Executive Officer’s remuneration package is conducted by an independent firm and updated on a regular basis. The aim of this exercise is to ensure that the remuneration of the Group’s top executive remains coherent and in line with the market. The most recent update was based on the latest publicly available information relating to the 2019 financial year.

For the purposes of this exercise, the Remuneration Committee selected two representative peer groups, the first comprised of 17 French industrial companies that are members of the CAC 40 (the “CAC 40 peer group”), and the second comprised of 11 European companies with operations in the construction sector or infrastructure concessions (the “International peer group”).

These two peer groups are as follows:

According to the results of the benchmarking exercise for 2019, the total remuneration received by VINCI’s Chairman and Chief Executive Officer was:
   - above the median for both peer groups;
   - in line with the third quartile of both peer groups with respect to fixed remuneration and short-term remuneration and in line with the third quartile of the CAC 40 peer group with respect to total remuneration.

Internal comparison

In accordance with the sixth paragraph of Article L.22-10-9 I of the French Commercial Code, it is noted that the ratio between the Chairman and Chief Executive Officer’s total annual remuneration (fixed, variable and long-term components) and
  - the average full-time equivalent remunerationfor 2020 of VINCI SA’s employees, not including company officers, employed from 1 January to 31 December (Ratio A) is equal to 43.2;
  - the median full-time equivalent remuneration for 2020 of VINCI SA’s employees, not including company officers, employed from 1 January to 31 December (Ratio B) is equal to 69.4.

The indicators mentioned in Article L.22-10-9 recorded the movements shown in the table below: ⁽²⁾

⁽¹⁾ Remuneration amount including fixed and variable components, the employer contribution, long-term incentive payments, the fair value of performance share awards and benefits in kind.
⁽²⁾ Some information is not available for the 2016 financial year.
⁽³⁾ Remuneration amount including the fixed component paid in year Y, the short-term variable component in respect of year Y–1 paid in year Y, the IFRS 2 fair value of the share award granted in year Y as the long-term component of remuneration, benefits in kind and remuneration as a Board member paid in year Y.
⁽⁴⁾ Remuneration amount including the fixed component paid in year Y, the short-term variable component in respect of year Y paid in year Y+1, the IFRS 2 fair value of the share award granted in year Y as the long-term component of remuneration, benefits in kind and remuneration as a Board member paid in year Y.
⁽⁵⁾ After adjustment for non-recurring tax effects.

Remuneration paid in 2020 or due in respect of this same year to company officers

Decisions relating to the Chairman and Chief Executive Officer’s remuneration

Short-term variable remuneration due in respect of 2020 to the Chairman and Chief Executive Officer

At its meeting of 4 February 2021, the Board, acting on a proposal from the Remuneration Committee and, for the managerial and ESG parts, on a proposal prepared jointly by this committee and the Appointments and Corporate Governance Committee, approved as shown below the variable remuneration payable to Mr Huillard in respect of 2020.

Economic part
The following movements were recorded for the indicators relating to economic performance in 2020:

^(*)Excluding non-current taxes paid.

Part based on managerial and ESG performance
At its meeting of 4 February 2021, 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:

These achievements led the Board to set the performance-based remuneration for these criteria as follows:

Total short-term variable remuneration for 2020

Long-term component of the Chairman and Chief Executive Officer’s remuneration

At its meeting of 18 June 2020, the Board decided to grant a conditional award to Mr Huillard, corresponding to a maximum of 29,440 existing VINCI shares. At that time, the fair value of this award (under IFRS 2) was €2,150,592. All or some of the shares in question will vest at the end of a three-year period on 18 June 2023, subject to continued service as well as performance conditions that will be evaluated at 31 December 2022 as described in paragraph 5.3.2, page 166.

Vested awards under the long-term incentive plans set up on 20 April 2017 and 17 April 2018

Plan set up on 20 April 2017
At its meeting of 4 February 2021, the Board noted that the performance conditions under the long-term incentive plan set up on 17 April 2018 had been met at 88.28% Accordingly, the Board decided that 28,250 of the 32,000 shares initially included in the award granted to Mr Huillard would vest at 17 April 2021.

Long-term incentive plans for which Mr Huillard is eligible
The awards granted under the plans set up on 20 April 2017 and 17 April 2018 involve shares granted in accordance with ordinary law, as mentioned in paragraph 4.1.2.4. The vesting of these awards was subject to the same performance conditions as those applying to grants of share awards under the performance share plans set up by the Company for the Group’s employees, which are described in paragraph 5.3.1, page 166.

Mr Huillard is eligible to be granted conditional awards under the following long-term incentive plans remaining in force at 31 December 2020:

^(*) Percentages take into account the voluntary reductions in remuneration requested by Mr Huillard in respect of 2018 and 2020.

In accordance with the provisions of Article 25.3.3 of the Afep-Medef code, Mr Huillard made a formal commitment not to engage in any hedging transactions in respect of his own risks with regard to the shares granted under the long-term incentive plans for which he is eligible, and agreed to respect this commitment until the end of the three-year holding period for the shares.

Pension and insurance plans

At 31 December 2020, Mr Huillard met all eligibility requirements to claim his pension under the defined benefit plan set up in March 2010 by the Company for its senior executives, namely having reached the legal retirement age, having completed at least 10 years’ service as specified by the plan and having ended his professional career within the Group as stipulated by the Board in March 2010 for company officers not holding employment contracts.

The pension benefits Mr Huillard would be entitled to receive at 31 December 2020 are subject to a payment limit equal to eight times the annual French social security ceiling, as provided for all beneficiaries under this plan.

With respect to the defined benefit pension plan mentioned in paragraph 4.1.2.5, page 157, and as required by Decree 2016-182 of 23 February 2016, the following points should be noted:

^(*) Retirement benefit obligations are also described in the Notes to the consolidated financial statements on page 343.
^(*) Before waiver.

Employment contract, specific pension plans, severance pay and non-competition clause

^(*) Term of office renewed: 17 April 2018; term of office ends: 2022 Shareholders’ General Meeting.
^(**) Mr Huillard is eligible for severance pay in the event that the Company terminates his appointment as Chairman and Chief Executive Officer prior to the normal expiry of his term of office as Director, as described in paragraph 4.1.2.6, page 157.

Chairman and Chief Executive Officer’s remuneration

Summary of remuneration awarded and share awards granted (in €)

Summary of remuneration (in €)

⁽¹⁾ See paragraph 4.1.2.2 page 155
⁽²⁾ In 2019 and 2020, Mr Huillard received remuneration as a Board member from a foreign subsidiary of VINCI. These amounts are considered as included in the total remuneration for the year as decided by the Board, acting on a proposal from the Remuneration Committee. Consequently, they are deducted from the amount of the total gross short-term variable remuneration payable to him in respect of the year during which this remuneration as a Board member was paid. Mr Huillard does not receive remuneration as a Board member from VINCI SA.
⁽³⁾ Mr Huillard had the use of a company car in 2019 and 2020.
⁽⁴⁾ In 2019, Mr Huillard waived a portion of his short-term variable remuneration for 2018, requesting that this amount be paid by the Company to the Fondation VINCI pour la Cité.
⁽⁵⁾ In the context of the Covid-19 crisis, Mr Huillard waived a portion of his remuneration equivalent to 25% of its fixed component for 2020 and its variable short-term component in respect of 2019, on a pro rata basis for the months of April and May in 2020, requesting that this amount be paid by the Company to the Fondation VINCI pour la Cité.

Items of remuneration paid in 2020 or due in respect of this same year to the executive company officer, subject to approval at the Shareholders’ General Meeting of 8 April 2021

At the Shareholders’ General Meeting of 8 April 2021, in accordance with Article L.22-10-34 II of the French Commercial Code, shareholders will be asked to vote on a draft resolution relating to the items of remuneration paid in 2020 or granted in respect of this same year to Mr Huillard, Chairman and Chief Executive Officer.