Home - Mobile
€90.770 -0.54 %   22/10/2021 17:35

Company officers’ remuneration and interests

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.

Politique de rémunération des dirigeants mandataires sociaux et de M. Huillard,
 président-directeur général - Structure globale de la rémunération
GENERAL REMUNERATION POLICY FOR EXECUTIVE COMPANY OFFICERSPOLICY APPLICABLE TO
XAVIER HUILLARD
Item of annual remunerationType of paymentMaximum amountUpper limitPerformance conditionsPerformance indicatorsWeight given to indicator in the corresponding bonusUpper limit as an absolute valueApplication of policy for 2021
Short-term fixed component (§ 4.1.2.2)Paid in cash in the current calendar year in 12 monthly instalmentsSet by the BoardNot applicableNoNot applicableNot applicable€1,200,000€1,200,000
Short-term variable component (§ 4.1.2.3)Paid in cash in the calendar year following its approval at the Shareholders General MeetingRanging from nil to the upper limit of the short-term variable componentUp to 160% of the fixed component, determined by the BoardYes



Breakdown of upper limit
Earnings per share attributable to owners of the parent50% to 60%
Limit corresponding to one-third for each indicator
€1,920,000
(160% of the fixed component, as determined by the Board)
60%
Recurring operating income
Operating cash flow
Managerial performance indicators15% to 20%15%
ESG performance indicators25% to 30%25%
Total short-term variable component100%100%
Long-term variable component
(§ 4.1.2.4)
Award of VINCI shares or units that vest after three years, subject to continued serviceNumber of shares or units set by the Board100% of the upper limit for short-term remuneration (fixed and variable)Yes

Weighting
for 2021
Economic criteria50 % à 65 %Number of shares set by the Board, corresponding to a maximum fair value (under IFRS) of €3,120,00050%
Financial criteria15% to 25%25%
ESG criteria15% to 25%25 %
Total long-term variable component100%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.

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.


ALL-ROUND PERFORMANCE
Type of performance
indicator
Indicator Relevance of indicators and how they are used
Economic and financial
performance indicators
Earnings per shareThese 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 of movement recorded in the corresponding indicator. The bonus amount has a lower limit of €0 (for a decline of no more than 10 percentage points) 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 an increase of at least 10 percentage points), in accordance with a remuneration schedule set by the Board.
Recurring operating income
Operating cash flow
Managerial performance indicatorsBusiness growth outside FranceThis indicator aims to track progress achieved in meeting the Board’s strategic objective of diversifying the Group’s geographic exposure.
Management and dialogue with stakeholdersThis indicator aims to allow the Board to set diverse ESG priorities, depending on the areas it feels merit particular attention.
ESG performance indicatorsWorkforce, society and safetyThis indicator aims in particular to track:
• the effectiveness of policies implemented within the Group to prevent workplace accidents;
• the sharing of the benefits of performance, in particular through employee share ownership plans outside France;
• progress made by the Group in terms of feminisation at the highest executive levels and the employability of people with disabilities.
EnvironmentThis indicator aims to track VINCI’s implementation of an ambitious strategy to conserve natural resources and its success at ensuring continuous improvement, notably in relation to greenhouse gas emissions, the preservation of natural environments and the circular economy.
It involves internal criteria, but also external criteria, such as the CDP Carbon score received by VINCI.
GovernanceThis indicator aims to track succession plan implementation.

 

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 performance conditions will be as follows
Type of performance conditionPercentage of the award
Economic criterionValue creation50%
Management of debtand of the Group’s ability to generate cash flows in line with its level of debt12.5%
Evaluation of the stocl market performance of the VINCI share compared with that of a composite industry index comprised of companies representing the full range of VINCI’s business activities
12.5%
ESG criteriaEnvironment : CDP scores (Climate Change category) received by VINCI in the B band or higher each year15%
Measurement of the Group’s safety performance, based on the frequency rate of workplace accidents with at least 24 hours of lost time per million hours worked for VINCI employees worldwide5%
Measurement of the increas in the percentage of womenhired or promoted to management positions across the Group5%

 

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:

La condition de présence applicable à M. Xavier Huillard a été articulée comme suit
Reason for departureImpact on awards not yet vested
Resignation from positions as Chairman, Chief Executive Officer and DirectorAutomatic forfeiture of awards
Death, disability, retirementEligibility maintained
Dismissal by the Board Partial eligibility maintained, on a pro rata basis for the period of service rendered
Non-renewal of term of office as Director at its expiry in 2022Eligibility maintained

 

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:

Overview of the remuneration policy
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 and each of its elements is also capped;
• 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.
ItIt 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 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:

Benchmark externe
CAC 40 peer groupAir Liquide, Alstom, Bouygues, Saint-Gobain, Danone, Engie, EssilorLuxottica, Legrand, L’Oréal, Michelin, Pernod-Ricard, PSA, Renault, Safran, Schneider Electric, Total, Veolia Environnement
International peer groupAéroports de Paris, Bouygues, Eiffage, ACS, AENA, Atlantia, Ferrovial, Fraport, Hochtief, Strabag, Skanska

 

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)

Internal comparison

Remuneration
paid in 2017
Remuneration
paid in 2018
Remuneration
paid in 2019
Remuneration
paid in 2020
Remuneration
in respect of 2020
Change from the prior year in the Chairman
and Chief Executive Officer’s remuneration
+10.7%(3)+9.4%(3)+8.8%(3)+0.5%(3)-16.9%(4)
Change from the prior year in net income attributable
to owners of the parent
+15.2%(5) +9.0%(5)+9.3%-61.9%-61.9%
Change from the prior year in the average remuneration (1)
of the Company’s employees
+0.0%-0.2%+5.0%-4.1%n/a
Annual change in Ratio A+10.7%+9.6%+3.7%+4.6%N/A
Annual change in Ratio B+9.8%+2.4%+5.1%-6.0%N/A

(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:

The following movements were recorded for the indicators relating to economic performance in 2020:
Indicator201920202020/2019
change
2020 Bonus
(in €)
Upper limit
applicable in 2020
Percentage of
maximum bonus
received
Earnings per share attributable to owners of the parent(in €)5.822.20-62.1%0384,0000%
Recurring operating income(in € millions)5,7042,511-56.0%0384,0000%
Operating Cash-flow(en € millions)5,266(*)5,075-3.6%384,000384,00039.8%
Total economic part(in €) 1,141,903152,858-86.6%152,8581,152,00013,3%

(*)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:

Part based on managerial and ESG performance
Indicator Performance relative
to prior year
Factors taken into account
Managerial performance100%• Change in the percentage of revenue generated outside France
• Feminisation at the highest executive levels within the Group
• Change in the employment rate for people with disabilities in France
• Percentage of employees outside France eligible for the Castor International company mutual fundSafety
ESG performance100%• Maintenance of the CDP Carbon score
• Action plan for the environment
• Dissemination of the Anti-corruption Code of Conduct and the Code of Ethics and Conduct
• Work conducted on the succession plan with the Appointments and Corporate Governance Committee and the Lead Director

 

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

These achievements led the Board to set the performance-based remuneration for these criteria as follows:
Indicator (in €)2019Performance level
relative to prior year
2020
2020 Bonus
(in €)
Upper limit
applicable
in 2020
Percentage
of maximum
bonus received
Managerial performance260,000100%288,000288,000100%
ESG performance384,000100%480,000480,000100%
Variable remuneration based on managerial
and ESG performance
644,000768,000768,000100%

 

Total short-term variable remuneration for 2020

Total short-term variable remuneration for 2020
Indicator (in €)20192020 bonus
(in €)
2020/2019
change
Upper limit
applicable in 2020
Percentage
of maximum
bonus received
Total economic part1,141,903152,858-86.6%1,152,00013.3%
Part based on managerial and ESG performance644,000768,000+19.2%768,000100.0%
Total variable remuneration1,785,903920,858-48.4%1,920,00048.0%

 

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:

Mr Huillard is eligible to be granted conditional awards under the following long-term incentive plans remaining in force at 31 December 2020
Number of sharesFair value
at the grant date
(in €)
Percentage of the year’s
total remuneration
Vesting date
Plan set up on 17 April 201832,0002,051,84045% (*)17/04/2021
Plan set up on 17 April 201932,0002,394,88043%17/04/2022
Plan set up on 18 June 202029,4401,836,00051%(*)18/06/2023

(*) 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:

Employment contract, specific pension plans, severance pay and non-competition clause
Estimated amount of future pension payments
at 31 December 2020
Company’s obligation at 31 December 2020(*)
€329,088 per year, equivalent to 11% of the short-term fixed and variable remuneration received by Mr Huillard in 2020. (**)VINCI’s obligation in respect of the supplementary pension plan for Mr Huillard mentioned in paragraph 4.1.2.5, p amounted to €9,111,389, 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 page 343.
(*) Before waiver.

 

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

Employment contract, specific pension plans, severance pay and non-competition clause
Executive officerEmployment
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(*)NoYesYes(**)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 157.

Chairman and Chief Executive Officer’s remuneration

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

Summary of remuneration and share awards granted (in €)
Xavier Huillard20202019
Remuneration awarded in respect of the year (*)2,076,0542,915,554
Value of grants under the long-term incentive plan set up on 18 June 20202,150,592n/a
Value of grants under the long-term incentive plan set up on 17 April 2019n/a2,394,880
Total4,226,6465,310,434

 

Summary of remuneration (in €)

Summary of remuneration (in €)
20202019
M. Xavier HuillardAmount due for the year as decided by the BoardAmount paid during the year by the CompanyAmount due for the year as decided by the BoardAmount paid during the year by the Company
Gross fixed remuneration (1)1,200,0001,200,0001,200,0001,200,000
Of which:
- Payment to Mr Huillard1,150,000
- Payment to the Fondation VINCI pour la Cité50,000 (5)
Total gross short-term variable remuneration920,858-1,785,903-
Of which:
- Gross short-term variable remuneration907,188 1,697,740 1,772,1531,377,632
- Remuneration as a Board member (2)13,67013,67013,75013,750
- Payment to the Fondation VINCI pour la Cité (3)74,413 (5)300,000 (4)
Benefits in kind (4)5,1965,1964,0644,064
Total2,126,0542,991,0192,989,9672,895,446
Total paid to Mr Huillard2,866,6062,595,446
Total paid to the Fondation VINCI pour la Cité.124,413300,000

(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.

Items of remuneration paid in 2019 or due in respect of this same year to the executive company officer, subject to approval at the Shareholders’ General Meeting of 9 April 2020
M. Xavier Huillard
Item of remunerationAmountObservations
Fixed remuneration€1,200,000Annual gross fixed remuneration in respect of the 2020 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€920,858Gross variable remuneration in respect of the 2020 financial year, as approved by the Board at its meeting of 4 February 2021, as explained in paragraph 4.2.1.1, which is payable in 2021.
Annual deferred variable remunerationn/aNot applicable.
Multi-year variable remunerationn/aNot applicable.
Long-term incentive plan set up in 2020€€2,150,592At its meeting of 18 June 2020, the Board granted Mr Huillard an award of 29,440 VINCI shares, which will vest on 18 June 2023, subject to the performance conditions described in which include internal as well as external criteria.
Remuneration as a Board member€13,750Mr 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 remunerationn/aNot applicable.
Benefits of any kind€5,196Mr Huillard has the use of a company car.

 

Commitments requiring the approval of shareholders at the Shareholders’ General Meeting

Commitments requiring the approval of shareholders at the Shareholders’ General Meeting
AmountObservations
Severance payNo paymentMr 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 paymentn/aMr Huillard is not eligible for any non-competition payment.
Supplementary pension planNo paymentMr 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:

Supplementary pension plan set up for senior executives
Type of disclosure required by Decree 2016-182 of 23 February 2016Information
Name of the obligationDefined benefit pension plan set up on 1 January 2010 and closed to new members from 4 July 2019
Applicable legal provisionsArticle 39 of the French Tax Code
Eligibility requirements for beneficiariesAt least 10 years’ service within the Group
BeneficiariesEmployees 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 amountMonthly average of the gross fixed and variable remuneration received over the last 36 months of activity multiplied by 12
Vesting formulaThe 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 limitThe pension payment limit is 8 times the annual French social security ceiling, equivalent to €329,088 at 1 January 2021.
Funding of benefThe 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 2020

The total amount of remuneration paid in 2020 by the Company to non-executive company officers as Board members (for the second half of 2019 and the first half of 2020) was €1,302,382. Some Board members also received remuneration in 2020 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 2020 financial year is €1,249,632.

The table below summarises the remuneration received by non-executive company officers of VINCI as Board members, as well as the other remuneration they received, in 2019 and 2020.

Remuneration paid to non-executive company officers (in €)

Remuneration paid to non-executive company officers (in €)
Amount due
in respect of 2020
Amount paid in 2020Amount due
in respect of 2019
Amount paid in 2019
By VINCIBy companies
consolidated
by VINCI
By VINCI (5)By companies
consolidated
by VINCI
By VINCIBy companies
consolidated
by VINCI
By VINCIBy companies
consolidated
by VINCI
Directors in office
Yves-Thibault de Silguy (1)164,750-166,250-170,000-181,334-
Yannick Assouad132,250-133,250-131,250-109,333-
Abdullah Hamad Al-Attiyah (2)62,000-74,000-81,750-48,673-
benoit Bazin41,686-2,936-----
Robert Castaigne91,500-91,500-90,222-97,472-
Uwe Chlebos (3)62,50010,10069,00010,00069,50010,16069,75010,160
Graziella Gavezotti73,250-78,500-77,750-76,750-
Caroline Grégoire Sainte Marie66,951-73,951-49,934-13,184-
Miloud Hakimi (3)(4)71,750-74,000-71,750-65,000-
Marie-Christine Lombard88,750-91,000-82,556-68,056-
René Medori99,500-104,000-112,528-98,778-
Dominique Muller Joly-Pottuz (3)68,000-69,500-50,380-15,880-
Ana Paula Pessoa63,500-75,000-88,250-80,250-
Michael Pragnell65,500-65,500-77 000-78,500-
Pascale Sourisse68,250-72,250-86,505-93,255-
Anciens administrateurs
Nasser Hassan Faraj Al-Ansari (2)------19,827-
Jean-Pierre Lamoure29,495-61,745-72,500-73,500-
Josiane Marquez (3)--50,120-20,620-50,120-
Total amount of remuneration as Board
members and other remuneration
1,249,63210,0001,302,38210,0001,332,49510,1601,232,66210,160

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 154. It should be noted that Mr de Silguy is entitled to receive a non-externalised pension benefit, under which he received gross payments totalling €395,297 in 2019 and €397,270 in 2020. These amounts are not included in the table above. VINCI’s commitment under this pension totalled €7,769,578 at 31 December 2020. In his capacity as Vice-Chairman of the Board, Mr de Silguy also has the use of a company car.
(2) Mr Al Attiyah currently serves as the permanent representative of Qatar Holding LLC, having succeeded Mr Al Ansari in this position effective 6 December 2018.
(3) The salaries received by Mrs Muller Joly-Pottuz, the Director representing employee shareholders, and by Mrs Marquez, who formerly served in this position, as well as those received by Mr Chlebos and Mr Hakimi, the Directors representing employees, are not included in the table above.
(4) Since 17 April 2018, Mr Hakimi has waived his remuneration as a Board member, requesting that it be paid to the CFDT.(5) As 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 8 April 2021 of the remuneration policy for the Company’s Board members detailed in paragraph 4.1.1.1. above.

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 2020 (€81.36), amounts to a minimum of €81,360 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,

Share transactions by company officers, executives and persons referred to in Article L.621-18-2of 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 2020:

Share transactions by company officers, executives and persons referred to in Article L.621-18-2 of the French Monetary and Financial Code
(in number of shares)Acquisitions(*)Disposal (**)
Pierre Coppey, Executive Vice-President and Chairman of VINCI Autoroutes-26,000
Richard Francioli, Executive Vice-President in charge of Contracting-9,000
Xavier Huillard, Chairman and Chief Executive Officer-29,908
Christian Labeyrie, Executive Vice-President and Chief Financial Officer-32,107
Benoit Bazin, Director1,000
Dominique Muller Joly-Pottuz, Director-897

(*)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.

Remuneration and similar benefits paid to members of the governing and management bodies

Remuneration and similar benefits paid to members of the governing and management bodies

The remuneration of the Group’s company officers is determined by the Board of Directors following proposals from the Remuneration Committee.

The table below shows the remuneration and similar benefits, on a full-year basis, granted by VINCI SA and the companies that it controls to persons who, at the balance sheet date are (or, during the period, have been), members of the Group’s governing bodies and Executive Committee. The corresponding amounts have been recognised and expensed in 2020 and 2019 as follows:

Remuneration and similar benefits paid to members of the governingand management bodies
Members of governing bodies and the Executive Committee
(in € thousands)20202019
Remuneration13,02712,567
Employer social contributions8,4049,197
Post-employment benefits2,2671,240
Termination benefits1,5493,483
Share-based payments (*)10,92012,185
Directors’ fees1,3421,266

(*) This amount is determined in accordance with IFRS 2 and as described in Note K.30, “Share-based payments”.

Last updated: 18/03/2021