Remuneration policy for company officers
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.
- Board members also receive annual 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 Board members who reside elsewhere in Europe ;
- €2,000 for Board members 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 Board meetings via audio or video conferencing for as long as restrictions on travel or gatherings are in place in response to the public health situation.
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 12 April 2022, 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
VINCI SA’s 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.
| GENERAL REMUNERATION POLICY FOR EXECUTIVE COMPANY OFFICERS | POLICY APPLICABLE TO XAVIER HUILLARD FOLLOWING THE 2022 SHAREHOLDERS' GENERAL MEETING | |||||||
| Item of annual remuneration | Type of payment | Maximum amount (in € thousands) | Upper limit | Performance conditions | Performance indicators | Weight given to indicator in the corresponding bonus | Upper limit as an absolute value | Application of policy for 2022 |
|---|---|---|---|---|---|---|---|---|
| Short-term fixed component (§ 4.1.2.2) | Paid in cash in the current calendar year in 12 monthly instalments | Set by the Board | Not applicable | No | Not applicable | Not applicable | €1,300,000 | €1,300,000 from April 2022 |
| Short-term variable component (§ 4.1.2.3) | Paid in cash in the calendar year following its approval at the Shareholders General Meeting | Ranging from nil to the upper limit of the short-term variable component | Up to 160% of the fixed component, determined by the Board | Yes | Breakdown of upper limit | |||
| Earnings per share attributable to owners of the parent | 50% to 60% Limit corresponding to one-third for each indicator | €2,080,000 (160% of the fixed component) | 60% | |||||
| Recurring operating income | ||||||||
| Operating cash flow | ||||||||
| Managerial performance indicators | 15% to 20% | 15% | ||||||
| ESG performance indicators | 25% to 30% | 25% | ||||||
| Total short-term variable component | 100% | 100% | ||||||
| Long-term variable component (§ 4.1.2.4) | Award of VINCI shares or units that vest after three years, subject to continued service | Number of shares or units set by the Board | 100% of the upper limit for short-term remuneration (fixed and variable) | Yes | Weighting for 2022 | |||
| Economic criteria | 50 % à 65 % | Number of shares set by the Board, corresponding to a maximum fair value (under IFRS) of €3,380,000 | 50% | |||||
| Financial criteria | 15% to 25% | 25% | ||||||
| ESG criteria | 15% to 25% | 25 % | ||||||
| Total long-term variable component | 100% | 100 % | ||||||
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 or the renewal of his or her term of office.
At the Board meeting of 3 February 2022, the short-term fixed component of Mr Huillard’s remuneration was set at €1,300,000 per year for the duration of his term of office as Chairman and Chief Executive Officer, beginning on the date of the 2022 Shareholders’ General Meeting, subject to the approval of the Twelfth resolution. The short-term fixed component of Mr Huillard’s remuneration remains set at €1,200,000 on an annual basis until the date of the 2022 Shareholders’ General Meeting, which is to be held on 12 April 2022. It is paid in 12 monthly instalments.
The update proposed by the Board for the fixed component of the Chairman and Chief Executive Officer’s remuneration corresponds to an increase of 8.3% relative to its previous level, which had remained unchanged since 2018, i.e. an average annual rise of 2.0% over the period in question.
If approved, this level of remuneration would place the Chairman and Chief Executive Officer in the third quartile of the peer group examined as part of the benchmarking exercise conducted in respect of 2020 (see page 146).
The Board has taken the view that this change is warranted due to the Group’s considerable expansion over the past four years, particularly outside France, the quality of its financial performance and the actions taken to set VINCI companies on a pathway to reduce their emissions in line with the goals of the Paris Agreement.
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.
| Type of performance indicator | Indicator | Relevance of indicators and how they are used |
|---|---|---|
| Economic and financial performance indicators | Earnings per share | These three indicators offer insight into the quality of the Group’s economic and financial management from different complementary angles. The Group’s economic and financial performace is evaluated using the indicators shown opposite, measured at 31 December each year. The method consists in determining and recording the movement in each of these indicators between 31 December in the prior year and 31 December in the year just ended. A bonus is associated with each performance indicator, the amount of which depends on the percentage change recorded in the corresponding indicator. The bonus amount has a lower limit of €0 (for a negative change of 10% or more) and an upper limit of one-third of the amount corresponding to the upper limit for the overall bonus tied to the economic and financial performance indicators (for a positive change of 10% or more), in accordance with a remuneration schedule set by the Board. In the event that a performance improvement in excess of 10% is noted for one or more indicators, an outperformance bonus limited to 20% for each indicator will be awarded, with the understanding that the total of the three bonuses may not be greater than €1,248,000. That amount represents 60% of the upper limit for the short-term variable component. |
| Recurring operating income | ||
| Operating cash flow | ||
| Managerial performance indicators | Proportion of the Group’s business conducted outside France | This indicator aims to track the level of geographical diversification of the Group’s business activities. |
| Management and dialogue with stakeholders | This indicator aims to allow the Board to set diverse ESG priorities, depending on the issues it feels merit particular attention. | |
| ESG performance indicators | Workforce, society and safety | The Board considers the following indicators as falling within this category: • the effectiveness of workplace accident prevention policies, which is assessed in particular by tracking the accident frequency rate; • the results of the policy for more women senior managers across the Group; • the development of employee share ownership programmes outside France; • the efforts to promote the integration of employees with disabilities. |
| Environment | With regard to environmental issues, the Board has selected the following indicators: • the ability to maintain or improve upon the A− score received by VINCI from CDP, • greenhouse gas emission cuts, as well as any other indicator used to measure the Group’s contribution to preserving natural environments and promoting the circular economy. | |
| Governance and compliance | This indicator aims to track the quality of interactions with the Appointments and Corporate Governance Committee and with the Lead Director in the preparation and implementation of succession plans. |
At the start of a given 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 SA’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.225-197-1 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. Vesting of these awards is subject to:
• 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.
• Continued service within the Group, as mentioned in the table below. However, the Board reserves the right to maintain eligibility in other cases, depending on its assessment of the circumstances.
For plans introduced from 2022, the performance conditions will be as follows:
| Type of criteria involved | Description | Percentage of the award |
| Economic criterion | Value creation Measurement of value creation on the basis of changes in the ROCE/WACC ratio (“R”), as described inparagraph 5.2.2, page 153 | 50% | Financial criteria |
| Debt management Measurement of the Group’s ability to generate cash | 12.5% | |
| Stock market performance Comparison of VINCI’s total shareholder return (TSR) with that of a composite industry index comprisedof companies representing the full range of VINCI’s business activities | 12.5% | |
| ESG criteria | Environment Determined on the basis of the Climate Change score received by VINCI from CDP for each of the threeyears of the vesting period | 15% |
| Safety Tracking of the Group’s safety performance, based on the frequency rate of workplace accidents with atleast 24 hours of lost time per million hours worked (“F”) for VINCI employees worldwide | 5% | |
| Increasing the presence of women at senior management levels Tracking of the increase in the percentage of women hired or promoted to management positions acrossthe Group, as recorded in Y+3 (“P”) | 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.
Condition of continued service applicable to Xavier Huillard
It should be noted that Mr Huillard has not entered into an employment contract with the Group. The condition of continued service is therefore 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 |
|---|---|
| Resignation from positions as Chairman, Chief Executive Officer and Director | Complete forfeiture of non-vested awards |
| Termination as Chief Executive Officer due to resignation connected with a succession plan, age limit or retirement | Partial eligibility maintened, on a pro rata basis, over the period from the grant date of the award to the date of determination |
| Death or disability | Eligibility maintened, application of specific plan provisions in case of death or disability |
| Dismissal as Chief Executive Officer by decision of the Board | Partial eligibility maintained, on a pro rata basis, over the period from the grant date of the award to the date of termination |
| Non-renewal of term of office as Chief Executive Officer at its expiry in 2022 | Eligibility maintained |
Pension and insurance plans
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 VINCI for senior executives of VINCI SA and its subsidiary VINCI Management, which is described in paragraph 4.2.3, page 150. 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.
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 aforementioned supplementary defined benefit 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, Mr Huillard has been covered by the upper limit on benefits under this pension plan, which is eight times the annual French social security ceiling, and 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. €329,088 at 1 January 2022).
It should be noted that the benefits under these plans were taken into account in determining Mr Huillard’s 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 plan.
Severance pay
In the Eleventh resolution passed at the Shareholders’ General Meeting of 17 April 2018, shareholders approved a commitment by the Company 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 in 2022, except in the case of gross negligence or retirement. This commitment will expire at the close of the 2022 Shareholders’ General Meeting and will not be renewed.
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:
| It is balanced. | It achieves a balance between: • short- and long-term components, which ensures it is aligned with shareholder interests; • economic and financial performance and the implementation of sustainable development policies. |
|---|---|
| It is capped. | Each of its elements has an upper limit: • the fixed component is stable for the entire term of office, • the short-term variable component is capped in relation to the fixed component, • the long-term variable component is capped (fair value under IFRS 2) when it is initially granted. |
| It is subject, for the most part, to demanding performance conditions. | Future performance is assessed in relation to past performance, and therefore on a concrete basis. |
| 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. |
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 12 April 2022, 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 market practice. The most recent update was based on the latest publicly available information relating to the 2020 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 “French 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:
| French peer group | Air Liquide, Alstom, Bouygues, Saint-Gobain, Danone, Engie, EssilorLuxottica, Legrand, L’Oréal, Michelin, Pernod-Ricard, PSA, Renault, Safran, Schneider Electric, Total, Veolia Environnement |
|---|---|
| International peer group | Aéroports de Paris, Bouygues, Eiffage, ACS, AENA, Atlantia, Ferrovial, Fraport, Hochtief, Strabag, Skanska |
The charts below situate VINCI in relation to the median and the third quartile of each of these peer groups and show that VINCI is positioned well above the peer groups in terms of revenue, number of employees and market capitalisation.
According to the results of the benchmarking exercise for 2020, the total remuneration received by VINCI’s Chairman and Chief Executive Officer can be characterised as follows:
• The fixed component is near the median and third quartile of both peer groups
• The short-term component (fixed and variable) is near the median of the French peer group but above the median of the International peer group.
• The total remuneration (fixed, variable and long term) is near the third quartile of the French peer group.
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 remuneration (*) for 2021 of VINCI SA’s employees, not including company officers, employed from 1 January to 31 December (Ratio A) is equal to 37.6;
• the median full-time equivalent remuneration (*) for 2021 of VINCI SA’s employees, not including company officers, employed from 1 January to 31 December (Ratio B) is equal to 63.6. • the average full-time equivalent remuneration (*) for 2021 of the employees based in France of French companies over which VINCI has exclusive control within the meaning of Article L.233-16 II of the Commercial Code, not including VINCI SA’s executive company officers, employed from 1 January to 31 December (Ratio C) is equal to 98.4
The indicators mentioned in Article L.22-10-9 recorded the movements shown in the table below:
| 2017 | 2018 | 2019 | 2020 | 2021 | |
|---|---|---|---|---|---|
| Change from the prior year in the Chairman and Chief Executive Officer’s remuneration | +10.7%(**) | +9.4%(**) | +8.8%(**) | +0.5%(**) | -9.2%(**) |
| Change from the prior year in net income attributable to owners of the parent | +15.2%(***) | +9.0%(***) | +9.3% | -61.9% | +109.1% |
| Change from the prior year in the average remuneration (*) of the Company’s employees | +0.0% | -0.2% | +5.0% | -4.1% | +4.4% |
| Change from the prior year in the average remuneration (*) of the employees in France of companies over which VINCI has exclusive control | +4.6% | +3.0 | +1.2% | -4.7% | +3.9% |
| Annual change in Ratio A | +10.7% | +9.6% | +3.7% | +4.6% | -13.1% |
| Annual change in Ratio B | +9.8% | +2.4% | +5.1% | -6.0% | -8.4% |
| Annual change in Ratio C | +5.9% | +6.2% | +7.6% | +5.4% | -12.5% |
(*) 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.
(**) 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.
(***) After adjustment for non-recurring tax effects.
Remuneration paid in 2021 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 2021 to the Chairman and Chief Executive OfficerAt its meeting of 3 February 2022, 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 2021.
Economic part
The following movements were recorded for the indicators relating to economic performance in 2021:
| Indicator | 2021 | 2020 | 2021/2020 change | 2021 Bonus (in €) | Upper limit applicable in 2021 | Percentage of maximum bonus received |
|---|---|---|---|---|---|---|
| Earnings per share attributable to owners of the parent(in €) | 4.51 | 2.20 | +105.0% | 384,000 | 384,000 | 100% |
| Recurring operating income(in € millions) | 4,464 | 2,511 | +77.8% | 384,000 | 384,000 | 100% |
| Operating Cash-flow(en € millions) | 6,098 | 5,075 | +120.2% | 384,000 | 384,000 | 100% |
| Total economic part(in €) | 1,150,000 | 152,858 | +653.6% | 1,152,000 | 1,152,000 | 100% |
Part based on managerial and ESG performance
At its meeting of 3 February 2022, 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 | Performance relative to prior year | Factors taken into account |
|---|---|---|
| Managerial performance and dialogue with stakeholders | 100% | Maintenance of the balance between revenue generated in France and outside France Total revenue growth for the Group of 14% (compared with 2020) and 3% (compared with 2019) |
| Environment | 100% | Receipt of an A score, the highest rating, from CDP in the Climate Change category Continuation of actions to reduce CO2 emissions |
| Workforce, society and safety | 75% | Significant increase in the number of women at the highest executive levels Increase in the proportion of employees residing outside France eligible to enrol in the employee share ownership programme (85% eligibility) More improvement needed in the employment of people with disabilities Rollout of a major accident prevention programme by the Group, although more progress still needs to be made |
| Governance and compliance | 100% | Quality of preparation for succession plans |
These achievements led the Board to set the performance-based remuneration for these criteria as follows:
| Indicator (in €) | 2020 | Percentage of maximum bonus received in 2020 | 2021 Bonus (in €) | Upper limit applicable in 2021 | Percentage of maximum bonus received in 2021 |
|---|---|---|---|---|---|
| Managerial performance | 288,000 | 100% | 288,000 | 288,000 | 100% |
| ESG performance | 480,000 | 100% | 422,400 | 480,000 | 88% |
| Variable remuneration based on managerial and ESG performance | 768,000 | 710,400 | 768,000 | 92.5% |
Total short-term variable remuneration for 2021
| Indicator (in €) | 2020 | 2021 | 2021/202020 change | Upper limit applicable in 2021 | Percentage of maximum bonus received in 2021 |
|---|---|---|---|---|---|
| Total economic part | 152,858 | 1,152,000 | +653.6% | 1,152,000 | 100% |
| Part based on managerial and ESG performance | 768,000 | 710,400 | -7.5% | 768,000 | 92.5% |
| Total variable remuneration | 920,848 | 1,862,400 | +102.2% | 1,920,000 | 97.0% |
Long-term component of the Chairman and Chief Executive Officer’s remuneration
At its meeting of 8 April 2021, the Board decided to grant a conditional award to Mr Huillard, corresponding to a maximum of 30,900 existing VINCI shares. At that time, the fair value of this award (under IFRS 2) was €2,429,976. All or some of the shares in question will vest at the end of a three-year period on 8 April 2024, subject to continued service as well as performance conditions that will be evaluated at 31 December 2023 as described in paragraph 5.3.2, page 154.
Vested awards under the long-term incentive plans set up on 17 April 2018 and 17 April 2019
Plan set up on 17 April 2018
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% (see paragraph 5.3.1, page 154). 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.
Plan set up on 17 April 2019
At its meeting of 3 February 2022, the Board noted that the performance conditions under the long-term incentive plan set up on 17 April 2019 had been met at 80% (see paragraph 5.3.1, page 154). Accordingly, the Board decided that 25,600 of the 32,000 shares initially included in the award granted to Mr Huillard would vest at 17 April 2022.
Long-term incentive plans for which Mr Huillard is eligible
The awards granted under the plans set up on 17 April 2018 and 17 April 2019 involve shares granted in accordance with ordinary law, as mentioned in paragraph 4.1.2.4, page 144. 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 154, subject to the reservations mentioned in paragraph 5.2.1, page 153.
Mr Huillard is eligible to be granted conditional awards under the following long-term incentive plans remaining in force at 31 December 2021:
| Number of shares | Fair value at the grant date (in €) | Percentage of the year’s total remuneration | Vesting date | |
|---|---|---|---|---|
| Plan set up on 17 April 2019 | 32,000 | 2,394,880 | 44% | 17/04/2022 |
| Plan set up on 18 June 2020 | 29,440 | 2,150,592 | 51%(*) | 18/06/2023 |
| Plan set up on 8 April 2021 | 30,900 | 2,429,976 | 44% | 08/04/2024 |
(*) Percentages take into account the voluntary reductions in remuneration requested by Mr Huillard in respect of 2020.
In accordance with the provisions of Article 25.3.3 of the Afep-Medef code, Mr Huillard made a 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 2021, 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 2021 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 145, and as required by Decree 2016-182 of 23 February 2016, the following points should be noted:
| Estimated amount of future pension payments at 31 December 2021 | Company’s obligation at 31 December 2021(*) |
|---|---|
| €329,088 per year, equivalent to 15.6% of the short-term fixed and variable remuneration received by Mr Huillard in 2021. (**) | VINCI’s obligation in respect of the supplementary pension plan for Mr Huillard mentioned in paragraph 4.1.2.5, page 145 amounted to €9.3 millions, including tax and social charges. The Group has opted for taxation on the contributions paid. |
(*) Retirement benefit obligations are also described in the Notes to the consolidated financial statements on pages 335 to 337.
Employment contract, specific pension plans, severance pay and non-competition clause
| Executive company officer | Employment contract | Supplementary pension plan | Allowances or benefits that could be due as a result of the cessation of duties or a change in duties | Allowances for non-competition clause |
|---|---|---|---|---|
| Xavier Huillard, Chairman and Chief Executive Officer(*) | No | Yes | Yes(**) | No |
(*) 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 145.
Chairman and Chief Executive Officer’s remuneration
Summary of remuneration awarded and share awards granted (in €)
| Xavier Huillard | 2021 | 2020 |
|---|---|---|
| Remuneration awarded in respect of the year (*) | 3,067,974 | 2,076,054 |
| Value of grants under the long-term incentive plan set up on 8 April 2021 | 2,429,976 | n/a |
| Value of grants under the long-term incentive plan set up on 18 June 2020 | n/a | 2,150,592 |
| Total | 5,497,950 | 4,226,646 |
Summary of remuneration (in €)
| 2021 | 2020 | |||
| M. Xavier Huillard | Amount due for the year as decided by the Board | Amount paid during the year by the Company | Amount due for the year as decided by the Board | Amount paid during the year by the Company |
|---|---|---|---|---|
| Gross fixed remuneration (1) | 1,200,000 | 1,200,000 | 1,200,000 | 1,200,000 |
| Of which: | ||||
| - Payment to Mr Huillard | 1,200,000 | - | 1,150,000 | |
| - Payment to the Fondation VINCI pour la Cité | 50,000(4) | |||
| Total gross short-term variable remuneration | 1,862,400 | - | 920,858 | - |
| Of which: | ||||
| - Gross short-term variable remuneration | 1,848,650 | 907,188 | 907,188 | 1,697,740 |
| - Remuneration as a Board member (2) | 13,750 | 13,750 | 13,670 | 13,670 |
| - Payment to the Fondation VINCI pour la Cité | 74,413 (4) | |||
| Benefits in kind (3) | 5,574 | 5,574 | 5,196 | 5,196 |
| Total | 3,067,974 | 2,126,512 | 2,126,054 | 2,991,019 |
| Total paid to Mr Huillard | 2,126,512 | 2,866,606 | ||
| Total paid to the Fondation VINCI pour la Cité | - | 124,413 | ||
(1) See paragraph 4.1.2.2, page 143.
(2) In 2020 and 2021, 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 2020 and 2021.
(4) 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 2021 or due in respect of this same year to the executive company officer, subject to approval at the Shareholders’ General Meeting of 12 April 2022
At the Shareholders’ General Meeting of 12 April 2022, 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 2021 or granted in respect of this same year to Mr Huillard, Chairman and Chief Executive Officer.
| Xavier Huillard | ||
|---|---|---|
| Item of remuneration | Amount | Observations |
| Fixed remuneration | €1,200,000 | Annual gross fixed remuneration in respect of the 2021 financial year set at €1,200,000 by the Board at its meetings of 7 February and 17 April 2018 for the 2018-2022 period. |
| Variable remuneration | €1,862,400 | Gross variable remuneration in respect of the 2021 financial year, as approved by the Board at its meeting of 3 February 2022, as explained in paragraph 4.2.1.1, pages 147 and 148, which is payable in 2022. |
| Annual deferred variable remuneration | n/a | Not applicable. |
| Multi-year variable remuneration | n/a | Not applicable. |
| Long-term incentive plan set up in 2021 | €2,429,976 | At its meeting of 8 April 2021, the Board granted Mr Huillard an award of 30,900 VINCI shares, which will vest on 8 April 2024, subject to the performance conditions described in paragraph 5.3.2, page 154. |
| Remuneration as a Board member | €13,750 | Mr Huillard does not receive remuneration as a Board member from VINCI SA, but he has received remuneration as a Board member from a foreign subsidiary, the amount of which will be deducted from the variable portion of his remuneration. |
| Exceptional remuneration | n/a | Not applicable. |
| Benefits in kind | €5,574 | Mr Huillard has the use of a company car. |
Commitments requiring the approval of shareholders at the Shareholders’ General Meeting
| Amount | Observations | |
| Severance pay | No payment | Mr Huillard is eligible for severance pay in the event that the Company terminates his appointment before its normal expiry in 2022. This commitment is halved if the termination occurs during the last year of the term of office. Severance pay is subject to performance conditions. The related commitment was authorised by the Board at its meeting of 7 February 2018 and approved at the Shareholders’ General Meeting of 17 April 2018 (Eleventh resolution). |
|---|---|---|
| Non-competition payment | n/a | Mr Huillard is not eligible for any non-competition payment. |
| Supplementary pension plan | No payment | Mr Huillard is eligible for coverage under the supplementary defined benefit pension plan (known in France as an “Article 39” plan) set up at the Company and which has been closed to new members since July 2019, under the same conditions as those applicable to the category of employees to which he is deemed to belong for the determination of employee benefits and other ancillary items of remuneration. Mr Huillard is also eligible for coverage under the mandatory defined contribution pension plan set up by the Company for its executives and other management-level personnel. The related commitment was authorised by the Board at its meeting of 7 February 2018 and approved at the Shareholders’ General Meeting of 17 April 2018 (Tenth resolution). |
Supplementary pension plan set up for senior executives
VINCI SA and its subsidiary VINCI Management have set up a defined benefit pension plan for their senior executives, with the aim of guaranteeing them a supplementary annual pension. The table below presents the main features of this plan, which is now closed to new members in application of new regulatory provisions:
| Type of disclosure required by Decree 2016-182 of 23 February 2016 | Information |
|---|---|
| Name of the obligation | Defined benefit pension plan set up on 1 January 2010 and closed to new members from 4 July 2019 |
| Applicable legal provisions | Article 39 of the French Tax Code |
| Eligibility requirements for beneficiaries | At least 10 years’ service within the Group |
| Beneficiaries | Employees of VINCI or VINCI Management having the status of senior executive (“cadre dirigeant”) as defined by Article L.3111-2 of the French Labour Code |
| Conditions for receiving pension payments | - Career within the Group has ended - At least 10 years’ service within the Group - No further payments are due under the mandatory and supplementary pension plans - Aged 67 or older, with the option to receive early benefits, at a reduced level, from the age of 62 |
| Method for determining the remuneration reference amount | Monthly average of the gross fixed and variable remuneration received over the last 36 months of activity multiplied by 12 |
| Vesting formula | The beneficiary’s gross pension is determined using the following formula: Gross pension = 20% R1 + 25% R2 + 30% R3 + 35% R4 + 40% R5, where: R1 = remuneration reference amount between 0 and 8 times the annual French social security ceiling; R2 = remuneration reference amount between 8 and 12 times this ceiling; R3 = remuneration reference amount between 12 and 16 times this ceiling; R4 = remuneration reference amount between 16 and 20 times this ceiling; R5 = remuneration reference amount greater than 20 times this ceiling (all ranges in the formula are inclusive). The remuneration reference amount taken into account for the calculation of the pension will be equal to the gross average monthly remuneration (fixed component + bonuses), including paid leave, received by the beneficiary over the last 36 months multiplied by 12. The limit for this gross pension is 8 times the annual French social security ceiling. |
| Pension payment limit | The pension payment limit is 8 times the annual French social security ceiling, equivalent to €329,088 at 1 January 2021. |
| Funding of benefits | The Group uses an insurance contract to externalise its pension plan, to which VINCI and VINCI Management make contributions. |
Remuneration due and/or paid to non-executive company officers in 2021
The total amount of remuneration paid in 2021 by the Company to non-executive company officers as Board members (for the second half of 2020 and the first half of 2021) was €1,358,803. Some Board members also received remuneration in 2021 from companies controlled by VINCI.
The total amount of remuneration payable by VINCI to non-executive company officers as Board members in respect of the 2021 financial year is €1,298,303.
The table below summarises the remuneration received by VINCI’s non-executive company officers as Board members, as well as the other remuneration they received, in 2020 and 2021.
Remuneration paid to non-executive company officers (in €)
| Amount due in respect of 2021 | Amount paid in 2021 | Amount due in respect of 2020 | Amount paid in 2020 | |||||
| By VINCI | By companies consolidated by VINCI | By VINCI (5) | By companies consolidated by VINCI | By VINCI | By companies consolidated by VINCI | By VINCI | By companies consolidated by VINCI | |
| Directors in office | ||||||||
|---|---|---|---|---|---|---|---|---|
| Yves-Thibault de Silguy (1) | 174,000 | - | 175,500 | - | 164,750 | - | 166,250 | - |
| Yannick Assouad | 141,500 | - | 140,000 | - | 132,250 | - | 133,250 | - |
| Abdullah Hamad Al-Attiyah | 76,500 | - | 73,250 | - | 62,000 | - | 74,000 | - |
| Benoit Bazin | 84,000 | - | 93,250 | - | 41,686 | - | 2,936 | - |
| Robert Castaigne | 98,000 | - | 103,000 | - | 91,500 | - | 91,500 | - |
| Uwe Chlebos (2) | 77,500 | 10,000 | 74,750 | 10,000 | 62,500 | 10,000 | 69,000 | 10,000 |
| Graziella Gavezotti | 93,500 | - | 87,250 | - | 73,250 | - | 78,500 | - |
| Caroline Grégoire Sainte Marie | 78,000 | - | 74,750 | - | 66,951 | - | 73,951 | - |
| Miloud Hakimi (2)(3) | - | - | 34,500 | - | 71,750 | - | 74,000 | - |
| Marie-Christine Lombard | 99,000 | - | 99,250 | - | 88,750 | - | 91,000 | - |
| René Medori | 108,500 | - | 109,500 | - | 99,500 | - | 104,00 | - |
| Dominique Muller Joly-Pottuz (2) | 78,000 | - | 78,000 | - | 68,000 | - | 69,500 | - |
| Ana Paula Pessoa | 82,000 | - | 74,750 | - | 63,500 | - | 75,000 | - |
| Michael Pragnell | 65,500 | - | 65,500 | - | 77 000 | - | 78,500 | - |
| Pascale Sourisse | 83,000 | - | 83,250 | - | 68,250 | - | 72,250 | - |
| Former Directors | ||||||||
| Jean-Pierre Lamoure | - | - | - | - | 29,495 | - | 61,745 | - |
| Michell Pragnell | 24,803 | - | 57,803 | - | 65,500 | - | 65,500 | - |
| Total amount of remuneration as Board members and other remuneration | 1,298,303 | 10,000 | 1,358,803 | 10,000 | class="numerique">1,249,632 | 10,000 | class="numerique">1,302,382 | 10,000 |
NB: Amounts are before taxes and withholdings in accordance with applicable legislation.
(1) Mr de Silguy’s remuneration in his capacity as Vice-Chairman is described in paragraph 4.1.1, page 142. It should be noted that Mr de Silguy is entitled to receive a non-externalised pension benefit, under which he received gross payments totalling €397,270 in 2020 and 2021. These amounts are not included in the table above. VINCI’s commitment under this pension totalled €7,362 thousand at 31 December 2021. In his capacity as Vice-Chairman of the Board, Mr de Silguy also has the use of a company car.
(2) The salaries received by Ms Muller Joly-Pottuz, the Director representing employee shareholders, as well as those received by Mr Chlebos and Mr Hakimi, the Directors representing employees, are not included in the table above.
(3) From 17 April 2018 until 2021, Mr Hakimi requested that his remuneration as a Board member be paid to the CFDT. Since 2021, Mr Hakimi has waived his remuneration as a Board member. (4) s a result of the adaptation of the rules for the remuneration of Board members in light of the Covid-19 pandemic, the payment of a portion of the variable component to Board members is subject to the approval by shareholders at the Shareholders’ General Meeting of 12 April 2022 of the remuneration policy for the Company’s Board members detailed in paragraph 4.1.1.1, page 142.
VINCI shares held by company officers
Shares held by Board members
In accordance with the Company’s Articles of Association, each Board member (other than the Director representing employee shareholders and the Directors representing employees) must hold a minimum of 1,000 VINCI shares which, on the basis of the share price at 31 December 2021 (€92.91), amounts to a minimum of €92,910 invested in VINCI shares.
The number of shares held by each of the Board members, as declared to the Company, is included in the information presented in paragraph 3.2, pages 126 to 133.
Share transactions by company officers, executives and persons referred to in Article L.621-18-2 of the French Monetary and Financial Code
The Group’s directors, officers and executives subject to spontaneous declaration of their share transactions carried out the following transactions in 2021:
| (in number of shares) | Acquisitions(*) | Disposal (**) |
|---|---|---|
| Xavier Huillard, Chairman and Chief Executive Officer | - | 38,469 |
| Christian Labeyrie, Executive Vice-President and Chief Financial Officer | - | 14,604 |
| Dominique Muller Joly-Pottuz, Director | - | 1,165 |
| René Medori, Director | 176 | - |
| Yves-Thilbault de Silguy, Vice-Chairman of the Board of Directors | - | 497 |
(*)Excluding grants of performance share awards and excluding subscriptions for units in company savings funds invested in VINCI shares.
(**)Excluding donations and disposals of units in company savings funds invested in VINCI shares.
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Archivs
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