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Company officers’ remuneration and interests

Company officers’ remuneration and interests

Remuneration policy for Board members

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 remuneration paid to Directors for one calendar year, regardless of the date of payment. It does not include remuneration paid to executive company officers when they are also Board members, who receive remuneration only as provided by the policy mentioned in paragraph 4.1.2.

The guidelines for the allocation of remuneration paid to Directors, as determined by the Board, acting on a proposal by the Remuneration Committee, are currently as follows, with the understanding that the Board may amend these guidelines, if necessary:

 - 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 the Chairman of Board committee;
      - €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 Directors take part via audio or video 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 audio or video conferencing. This amount is paid to any Director 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 to Board members who are not French residents, again with a single payment of this amount if more than one Board or committee meeting is held on the same day:
      - €1,000 per meeting for Directors who reside elsewhere in Europe;
      - €2,000 per meeting for Directors who reside outside Europe.

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.

Remuneration policy for executive company officers

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.

Remuneration policy for executive company officers - Overall structure of the remuneration package
Item of annual
remuneration
Type of paymentMaximum
amount
Upper limitPerformance
conditions
Performance indicatorsRelative weight
given to
indicator
Limit
applicable to
bonus
Short-term fixed
component
Paid in cash in the
current calendar year in
12 monthly instalments
Set by the
Board
Not applicableNoNot applicableNot applicableNot applicable
Short-term variable
component
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
X% of the fixed
component, set by
the Board
YesEarnings per share attributable to
owners of the parent
60%20%
Recurring operating income20%
Operating cash flow20%
componentManagerial performance
indicators
15%15%
ESG performance indicators25%25%
Total short-term variable
component
100%100%
Long-term variable
component
Award of VINCI shares
that vest after three
years, subject to
continued service
Number of
shares set by
the Board
100% of the upper
limit for short-term
remuneration (fixed
and variable)
YesInternal economic criterion:
ROCE/WACC
65%Not applicable
External economic criterion:
TSR VINCI/TSR CAC 40
20%Not applicable
External environmental criterion:
CDP Carbon score
15%Not applicable
Total long-term variable
component
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.

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

Short-term variable component
Short-term variable componentUpper limit for percentage of short-term variable remunerationIndicatorRelevance of indicators and how they are used
Economic and financial performance indicators60%Earnings per shareThese three indicators offer insight into the quality of the Group’s economic and financial management from different complementary angles. Group’s economic and financial performance is evaluated using the e indicators shown opposite, measured at 31 December each year. The od consists in determining and recording the movement in each of these cators between 31 December in the prior year and 31 December in the just ended. A bonus is associated with each performance indicator, the nt of which depends on the percentage of movement recorded in the esponding indicator. The bonus amount has a lower limit of €0 (for a ine of at least 10 percentage points) and an upper limit of 20% of the mum amount of the short-term variable component (for an increase of at t 10 percentage points), in accordance with a remuneration schedule set he Board.
Recurring operating income
Operating cash flow
Managerial performance factors(*)15%Business growth outside FranceThis indicator aims to reflect the strategic objective decided by the Board, ly the international expansion of the VINCI Group’s activities
Diversity / feminisationThis indicator tracks the implementation of action plans aimed at promoting rsity within the Group, including the feminisation of governing bodies
ESG performance factors(*)25%Workforce and safetyThis indicator aims 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.
EnvironmentThe Board would like VINCI to put in place an ambitious strategy to conserve natural resources, with an emphasis on continuous improvement, notably in relation to its greenhouse gas emissions, water consumption and waste recycling.
Governance and complianceThrough these indicators, the Board intends to ensure the dissemination of a compliance culture as well as the effective implementation of procedures to prevent non-compliance with legal and regulatory requirements. The Board also keeps a close eye on issues relating to succession plans in the medium term.

(*) At the start of the year, the Board sets goals, applying a weighting coefficient to those considered as priorities. The Board reserves the option to adjust these indicators depending on the environment and the context. In conjunction with the examination of the financial statements for the prior year, the Board reaches its decisions after reviewing the recommendations of the competent committees and after having given Board members the opportunity to pursue discussions without any executive company officers being present. The Board determines the percentage achieved for each objective and calculates the corresponding bonus. The executive company officer does not take part in these Board discussions and is not entitled to vote.

 

Long-term variable component
The remuneration of executive company officers also includes a long-term portion intended to align the interests of the beneficiaries with those of the shareholders, 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 executive company officers have been granted in accordance with ordinary law and satisfied using existing VINCI shares.

In order to receive these awards, beneficiaries are required to have remained with the Group. The Board reserves the right to maintain eligibility in other cases, depending on its assessment of the circumstances.

Based on their fair value under IFRS 2, these awards are subject to an upper limit equal to 100% of short-term fixed and variable remuneration. The vesting of shares is subject to continued service as well as performance conditions evaluated over a period of three years, which may decrease the number of shares delivered or eliminate the award entirely.

The Board has approved the performance conditions shown in the table below for plan years beginning in 2019.

Long-term variable component
CriterionCalculation procedurePercentage of the award concerned
Internal economic criterion: measurement
of value creation by examining the ratio of
the return on capital employed (ROCE) to
the weighted average cost of capital
(WACC).
Principle:
ROCE must be greater than WACC.
Three-year average:
ROCE/WACC (Year 1 + Year 2 + Year 3) / 3 = X
Linear interpolation between the two limits
Vested percentage of 65% of shares depending on performance
65%
External economic criterion: measurement
of the VINCI share’s performance by
examining the difference between VINCI’s
total shareholder return (TSR) and that of
the CAC 40 index
Principle:
The TSR for the VINCI share must begreater than that of the CAC 40 index.
Movement over three years
Linear interpolation between the two limits
Vested percentage of 20% of shares depending on performance
20%
External environmental criterion CDP scores (Climate Change category) received by VINCI in the B band or higher over threeyears:
• 3 annual scores at this level: 100%
• 2 annual scores at this level: 66%
• 1 annual score at this level: 33%
• 0 annual scores at this level: 0%
Note VINCI CDP Climate change score
15%

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 closing in 2019 of the defined benefit pension plan set up in 2010, 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.

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 system 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 element 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 indicator used corresponds to acapped bonus;
• the long-term variable component is capped (fair value under IFRS 2) when it is initially granted.


It is subject to demanding performance conditions to a significant extent.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
the Executive Management to take into account 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.
All of these businesses can only prosper on a lasting basis if the extent of their geographical diversification is maintained, or even
enhanced, and provided that the Group’s activities are also respectful of their stakeholders’ expectations and the environments in
which they are pursued. The remuneration system aptly reflects these imperatives.

Remuneration policy applicable to Xavier Huillard

The remuneration policy applicable to Xavier Huillard was established by the Board in 2018 upon the renewal of his term of office as Chairman and Chief Executive Officer and was adjusted in 2019 with an increase in the weighting of ESG performance indicators. It is based on the principles set out in paragraph 4.1.2. Its main features are summarised in the table below.

Remuneration policy applicable to Xavier Huillard
Item of annual
remuneration
Upper limit and
determination
methods
Amount or upper
limit as an
absolute value (in €)
Performance
conditions
Performance indicatorsRelative weight given
to indicato
Limit applicable
to bonus (in €)
Short-term fixed
component
Not applicable1,200,000NoNot applicableNot applicableNot applicable
Short-term
variable
component
160% of the fixed
component set by
the Board
1,920,000YesEarnings per share attributable to
owners of the parent
60%384,000
Recurring operating income384,000
Operating cash flow384,000
Managerial performance
indicators
15%288,000
ESG performance indicators25%480,000
Total short-term variable
component
100%1,920,000
Long-term
variable
component
100% of the upper
limit for short-term
remuneration (fixed
and variable)

Number of shares
set by the Board,
corresponding to a
maximum fair value
(under IFRS) of
€3,120,000
YesInternal economic criterion:
ROCE/WACC
65%Not applicable
External economic criterion:
TSR VINCI/TSR CAC 40
20%Not applicable
External environmental criterion:
CDP Carbon score
15%Not applicable
Total long-term variable
componen
100%Not applicable

 

In the event that Mr Huillard leaves the Group, the guidelines for the vesting of awards are as follows:

In the event that Mr Huillard leaves the Group, the guidelines for the vesting of awards are as follows
Reason for departureImpact on awards not yet vested
ResignationAutomatic forfeiture of awards
Death, disability, retirementEligibility maintained
Dismissal by the BoardPartial eligibility maintained for awards not yet vested, 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
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, which is described in chapter C, paragraph 4.2.3, page 169, was closed to new members in July 2019 pursuant to Order no. 2019-697 of 3 July 2019, but its beneficiaries are not required to forfeit any benefits vested 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 2020).

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 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 limits, 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
Mr Huillard has the use of a company car.

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 available information, namely public data relating to the 2018 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 10 European companies operating in comparable markets (the “International peer group”).

These two peer groups are as follows:
   - CAC 40 peer group: Air Liquide, Bouygues, Saint Gobain, Danone, Engie, Essilor International, Legrand, L’Oréal, Michelin, Pernod Ricard, PSA, Renault, Safran, Schneider Electric, Total, Valeo and Veolia Environnement
   - International peer group: Bouygues, Eiffage, ACS, AENA, Atlantia, Ferrovial, Fraport, Hochtief, Strabag and Skanska

Although these peer groups are deemed to be representative, it should be noted that the benchmarking exercise for financial year 2018 revealed that the VINCI Group ranks among the top companies included in terms of market capitalisation, revenue and number of employees, as shown in the charts below. The analysis also shows that VINCI outperforms the median of both peer groups and that its results are in line with the third quartile of each, bringing together the portion of the survey sample below which 75% of companies included in the study are situated.

According to the results of the benchmarking exercise for 2018, the total remuneration received by VINCI’s Chairman and Chief Executive Officer was:
   - above the International peer group median and above that of the CAC 40 peer group;
   - below the third quartile of both peer groups with respect to short-term remuneration and below that of the CAC 40 peer group with respect to overall remuneration.

Internal comparison

In accordance with the sixth paragraph of Article L.225-37-3 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 (4) for 2019 of VINCI SA’s employees, not including company officers (Ratio A) is equal to 41.3;
  - the median full-time equivalent remuneration (4) for 2019 of VINCI SA’s employees, not including company officers (Ratio B) is equal to 73.8.

The indicators mentioned in Article L.225-37-3 recorded the movements shown in the table below over the past three years:(1)

Internal comparison
201720182019
Change from the prior year in the Chairman and Chief Executive Officer’s remuneration(2)+10.7%+9.8%+8.8%
Change from the prior year in net income attributable to owners of the parent+15.2%(3)+9.0%+9.3%
Change from the prior year in the average remuneration(4)of the Company’s employees+0.0%-0.2%+5.0%
Annual change in Ratio A+10.7%+9.6%+3.7%
Annual change in Ratio B+9.8%+2.4%+5.1%

(1)Some information is not available for the 2015 and 2016 financial years.
(2)Remuneration amount including the fixed component paid in year N, the short-term variable component in respect of year N-1 paid in year N, the IFRS 2 fair value of the share award granted in year N as the long-term component of remuneration, benefits in kind and remuneration as a Board member paid in year N.
(3)After adjustment for non-recurring tax effects.
(4)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.

Items of remuneration subject to shareholder approval in accordance with Article L.225-37-2 of theFrench Commercial Code

At the Shareholders’ General Meeting of 9 April 2020, in accordance with Article L.225-37-2 of the French Commercial Code, shareholderswill be asked to vote on draft resolutions setting out the remuneration policy for company officers, as presented in the following tables.

Remuneration policy for the members of the Board of Directors

Remuneration policy for the members of the Board of Directors
Item of remunerationPrinciplesGuidelines for determination
RemunerationThe aggregate amount of remuneration paid to the members of theBoard of Directors is set by the shareholders at the Shareholders’ General Meeting.In accordance with the Fourteenth resolution passed at the Shareholders’ General Meeting of 17 April 2019, this aggregate amount is €1,600,000
Fixed remunerationAll Board members receive fixed remuneration in respect of their term of office as Director and depending on the role they serve on the Board and its committees.The amount corresponding to the fixed component of remuneration together with benefits is specified in the universal registration document, in paragraph 4.1.1 of chapter C, “Report on corporate governance”, included within the universal registration document, page 157.
Variable remunerationAll Board members receive variable remuneration depending on their participation in meetings of the Board and its committees.The amount corresponding to the variable component of remuneration is determined in accordance with the rules described in paragraph 4.1.1 of chapter C, “Report on corporate governance”, included within the universal registration document, page 157.

 

Remuneration policy for Xavier Huillard, Chairman and Chief Executive Officer

Remuneration policy for Xavier Huillard, Chairman and Chief Executive Officer
Item of remunerationPrinciplesGuidelines for determination
Fixed remunerationXavier Huillard receives fixed remuneration paid in 12 monthly instalments.The amount of Xavier Huillard’s fixed remuneration is set at €1,200,000 on an annual basis.
Short-term variable remunerationXavier Huillard receives variable remuneration linked to performance achievements.

This remuneration is paid during the financial year following that in respect of which the performance was achieved.

In accordance with Article L.225-37-2 of the French Commercial Code, the payment of variable remuneration is contingent upon the approval at the Shareholders’ General Meeting, called in ordinary session, of the items of remuneration payable to the Chairman and Chief Executive Officer, under the conditions provided by Article L.225-100 of the French Commercial Code.
The amount of variable remuneration payable to Mr Huillard is capped at €1,920,000, i.e. 1.6 times the amount of his fixed remuneration.

This component of his remuneration comprises five distinct items determined in relation to overall performance. The amounts of three of these items are tied to the movements from one year to the next in three economic and financial indicators (earnings per share, recurring operating income and operating cash flow) and the other two reflect managerial performance and ESG performance.

The amount corresponding to the variable component of remuneration is determined in accordance with the policy described in paragraphs 4.1.2 and 4.1.3 of chapter C, “Report on corporate governance”, included within the universal registration document, pages 158 to 162.

The Board reserves the right to amend these guidelines as necessary
Long-term remunerationEach year, Xavier Huillard is the beneficiary of a conditional award that may be comprised of physical or synthetic shares in the Company. The Board determines the number of shares or units in this award that vest at the close of a period of three years, a determination that is subject to performance conditions.
In accordance with Article L.225-37-2 of the French Commercial Code, the receipt of this conditional award is contingent upon its approval at the Shareholders’ General Meeting, called in ordinary session during the year following that in which the conditional award was decided, under the conditions provided by Article L.225-100 of the French Commercial Code.
The number of shares or units included in the award is set by the Board. The value of these shares or units depends on the VINCI share price at the grant date, subject to the vesting conditions associated with the award.

The amount of Mr Huillard’s long-term remuneration may not exceed the upper limit of his short-term fixed and variable remuneration at the date of the initial grant, i.e. €3,120,000.

The vesting of the shares or units in this award is subject to continued service and performance conditions, which are defined in accordance with the policy described in paragraphs 4.1.2 and 4.1.3 of chapter C, “Report on corporate governance”, included within the universal registration document, pages 158 to 162.
Supplementary pension planXavier Huillard is also eligible to participate in the supplementary pension plan set up by the Company for its senior executives.The limit applying to benefits under this supplementary pension plan is eight times the annual French social security ceiling.Further details concerning this plan are provided in paragraph 4.1.3, page 161 of the universal registration document.The related commitment, for the portion of benefits not yet vested, was approved at the Shareholders’ General Meeting of 17 April 2018 (Tenth resolution).
Severance payThe Chairman and Chief Executive Officer is eligible for severance pay in the event that the Board decides to terminate his appointment prior to the normal expiry of his term of office as Director.Severance pay is subject to performance conditions. Its amount is capped at 24 months of his fixed and variable remuneration. This amount is halved if the termination occurs during the last year of the term of office. The related commitment was approved at the Shareholders’ General Meeting of 17 April 2018 (Eleventh resolution).
Benefits in kindThe Chairman and Chief Executive Officer has the use of a company car.

Remuneration paid in 2019 or due in respect of this same year to the company officers

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

Short-term variable remuneration due in respect of 2019 to the Chairman and Chief Executive Officer
At its meeting of 4 February 2020, the Board, acting on a proposal from the Remuneration Committee and, for the managerial part, 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 2019.

Economic part
The following movements were recorded for the indicators relating to economic performance in 2019:

The following movements were recorded for the indicators relating to economic performance in 2019
Indicator20182019Performance relative to prior year
2019 Bonus
(in €)
Upper limit applicable in 2019
en 2019
Percentage of
maximum bonus
Earnings per share(in €)5.35.82109.3%373,903384,00097.4%
Recurring operating income(in € millions)4,9245,704115.8%384,000384,000100%
Operating Cash-flow(en € millions)4,053(*)5,266129.9%384,000384,000100%
Total economic part (in €)1,186,0221,141,9031,141,9031,152,00099.1%

(*)Excluding non-current taxes paid.

 

Part based on managerial and ESG performance
At its meeting of 4 February 2020, the Board approved the recommendations of the Remuneration Committee and the Appointment andCorporate Governance Committee, which had examined managerial and ESG performance in detail.

The analysis of these performance factors led the Board to decide on the allocation of the following amounts:
   • €260,000 in respect of managerial performance;
   • €384,000 in respect of ESG performance.

In reaching this determination, the Board made the following observations:

Part based on managerial and ESG performance
IndicatorPerformance level
achieved in 2019
Factors taken into account
Managerial performance90%Strong revenue growth across international markets, both within and outside Europe, particularly due to a number of significant acquisitions during the period, adding long-established businesses to the Group (especially the acquisition of London Gatwick Airport in the United Kingdom and more than 30 acquisitions by VINCI Energies).
ESG performance80%• Higher participation by employees based outside France in employee share ownership plans
• Progress in the area of occupational safety
• Higher proportion of women in senior management positions
• Proactive approach to promote the rollout of an ambitious environmental policy
• Many actions undertaken in the area of corporate social responsibility

 

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:
Indicator2018Performance level
achieved in 2019
2019 Bonus
(in €)
Upper limit applicable
in 2019
Percentage of maximum
bonus received
Managerial performance (in €)NA90%260,000288,00090%
ESG performance (in €)NA80%384,000480,00080%
Variable remuneration based on managerial
and ESG performance (in €)
505,440
644,000768,00083.8%

 

Total short-term variable remuneration for 2019

Total short-term variable remuneration for 2019
Indicator20182019 bonus
(in €)
Upper limit applicable
in 2019
Percentage of maximum
bonus received
Total economic part (in €)1,186,0221,141,9031,152,00099.1%
CSR and managerial criteria (in €)505,440644,000768,00083.8%
Total variable remuneration (in €)1,691,4621,785,9031,920,00093.0%

 

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

At its meeting of 17 April 2019, the Board decided to grant a conditional award to Mr Huillard, corresponding to a maximum of 32,000 VINCI shares. At that time, the fair value of this award was €2,394,880. All or some of the shares in question will vest at the end of a three-year period on 17 April 2022, subject to continued service as well as performance conditions that will be evaluated at 31 December 2021 as described in paragraph 5.4.2, page 174.

Vested awards under the long-term incentive plans set up on 19 April 2016 and 20 April 2017

Plan set up on 19 April 2016
At its meeting of 5 February 2019, the Board noted that the fulfilment of performance conditions under the long-term incentive plan set up on 19 April 2016 meant that 97.27% of shares in the award would vest (see paragraph 5.4.1, page 174). Accordingly, the Board decided that 25,290 of the 26,000 shares initially included in the award granted to Mr Huillard would vest at 19 April 2019.

Plan set up on 20 April 2017
At its meeting of 4 February 2020, the Board noted that the performance conditions under the long-term incentive plan set up on 20 April 2017 had been met at 99.694% (see paragraph 5.4.1, page 174). Accordingly, the Board decided that 29,908 of the 30,000 shares initially included in the award granted to Mr Huillard would vest at 20 April 2020.

Long-term incentive plans for which Mr Huillard is eligible
It should be noted that the vesting of awards under the plans set up on 19 April 2016 and 20 April 2017 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 5.4.1, page 174.

Mr Huillard is eligible to receive awards under the following long-term incentive plans remaining in force at 31 December 2019:

Informations sur les plans d’incitation à long terme dont bénéficie M. Huillard
Number of sharesFair value
at the grant date (in €)
Percentage of the year’s total
remuneration
Vesting date
Plan set up on 20 April 201730,0001,836,00043%20/04/2020
Plan set up on 17 April 201832,0002,051,84045% sup>(*)17/04/2021
Plan set up on 17 April 201932,0002,394,88043%17/04/2022

(*) Percentage takes into account the voluntary reduction in remuneration requested by Mr Huillard for 2018.

 

Pension and insurance plans

At 31 December 2019, 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 2019 are subject to a payment limit equal to eight times the annual French social security ceiling, which corresponds to the upper limit for pensions under this plan.

With respect to the defined benefit pension plan mentioned in paragraph 4.1.3, page 162, and as required by Decree no. 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 2019
Company’s obligation at 31 December 2019 (*)
€329,088 per year, equivalent to 12.6% of the short-term fixed and variable
remuneration received by Mr Huillard in 2019.
VINCI’s obligation in respect of the supplementary pension plan for Mr Huillard
mentioned in paragraph 4.1.3, page 162 amounted to €9,119,820.
Tax, employment and social benefit liabilities are not individualised.
The tax option selected by the Group is taxation on contributions.

(*) Retirement benefit obligations are also described in the Notes to the consolidated financial statements on page 334.

 

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

Employment contract, specific pension plans, severance pay and non-competition clause
Executive company 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 ChiefExecutive 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 asDirector, as described in paragraph 4.1.3, page 162.

Chairman and Chief Executive Officer’s remuneration

Summary of remuneration and share awards granted (in €)

Summary of remuneration and share awards granted (in €)
Xavier HuillardExercice 2019Exercice 2018
Remuneration due in respect of the year2,989,9672,836,082
Value of grants under the long-term incentive plan set up on 20 April 20192,394,880NA
Value of grants under the long-term incentive plan set up on 17 April 20182,051,840
Total5,384,8474,887,922

 

Summary of remuneration (in €)

Summary of remuneration (in €)
20192018
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)1,200,0001,200,0001,140,5561,140,556
Total gross short-term variable remuneration1,785,903-1,691,462-
Of which:
- Gross short-term variable remuneration1,772,1531,377,6321,677,6321,374,929
- Remuneration as a Board member (2)13,75013,75013,83013,830
- Payment to the Fondation VINCI pour la Cité (3)300,000
Benefits in kind (4)4,0644,0644,0644,064
Total2,989,9672,895,4462,836,0822,533,379
Total paid to Mr Huillard2,595,4462,533,379
Total paid to the Fondation VINCI pour la Cit.300,000

(1) See paragraph 4.1.3, page 161. The Board decided to increase Mr Huillard’s annual fixed remuneration from €1 million to €1.2 million with effect from 17 April 2018.
(2) In 2018 and 2019, 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) 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.
(4) Mr Huillard had the use of a company car in 2018 and 2019.

 

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

At the Shareholders’ General Meeting of 9 April 2020, in accordance with Article L.225-100 of the French Commercial Code, shareholderswill be asked to vote on a draft resolution relating to the items of remuneration paid in 2019 or granted in respect of this same year toMr 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 2019 financial year set at €1,200,000 by the Board at its meetings of 7 February and 17 April 2018 for the period 2018–2022.
Variable remuneration€1,785,903Gross variable remuneration in respect of the 2019 financial year, as approved by the Board at its meeting of 4 February 2020 and explained in paragraph 4.1.3.

This remuneration comprises:
- an economic part in the amount of €1,141,903. This amount is tied to the changes from the previous year in earnings per share, recurring operating income and operating cash flow;
- a managerial part in the amount of €260,000;
- €384,000 in respect of ESG performance.
Annual deferred variable remunerationNANot applicable.
Multi-year variable remunerationNANot applicable.
Long-term incentive plan set up in 2019€2,394,880At its meeting of 17 April 2019, the Board granted Mr Huillard an award of 32,000 VINCI shares, which will vest on 17 April 2022, subject to the performance conditions described in paragraph 4.2.1.2, page 165, 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 remunerationNANot applicable.
Benefits of any kind€4,064Mr 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 paymentNAMr 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 2017, 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 ofguaranteeing them a supplementary annual pension. The table below presents the main features of this plan:

Supplementary pension plan set up for senior executives
Type of disclosure required by Decree no. 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 paymentsCareer 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 2020.
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 2019

The total amount of remuneration paid in 2019 by the Company to non-executive company officers as Board members (for the second half of 2018 and the first half of 2019) was €1,232,662. Some company officers also received remuneration in 2019 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 2019 financial year is €1,332,495.

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 2018 and 2019.

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

Remuneration paid to non-executive company officers (in €)
Amount due
in respect of 2019(*)
Amount paid in 2019 (*)Amount due
in respect of 201
Amount paid in 2018 (*)
By VINCIBy companies consolidated by VINCIBy VINCIBy companies consolidated by VINCIBy VINCIBy companies consolidated by VINCIBy VINCIBy companies consolidated by VINCI
Serving Directors
Yves-Thibault de Silguy (1)170,000-181,334-208,584-223,000-
Yannick Assouad131,250-109,333-85,583-87,250-
Abdullah Hamad Al-Attiyah (2)81,750-48,673-7,173---
Robert Castaigne90,222-97,472-109,816-109,816-
Uwe Chlebos (3)69 ,50010 16062 75010,16066,00010 16069 50010,160
Graziella Gavezotti77,750-76,750-81,000-92,000-
Caroline Grégoire Sainte Marie49,934-13,184-----
Miloud Hakimi (3)(4)71,750-65,000-71,750-41,750-
Jean-Pierre Lamoure72,750-73,500-75,250-77,250-
Marie-Christine Lombard82,556-68,056-64,000-62,500-
René Medori112,528-98,778-67,280-23,030-
Dominique Muller Joly-Pottuz (3)50,380-15,880-----
Ana Paula Pessoa88,250-80,250-74,500-82,250-
Michael Pragnell77,000-78,500-75,500-71,000-
Pascale Sourisse86,505-93,255-90,274-81,274-
Anciens administrateurs
Nasser Hassan Faraj Al-Ansari (2)--19,827-49,327-52,000-
Josiane Marquez (3)20,620-50,120-71,000-79,500-
Henri Saint Olive----29,630-81,630-
Total amount of remuneration as Board members and other remuneration1,332,49510,1601,232,66210,1601,226,66710,1601,233,75010,160

(*) Amount 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 157. It should be noted that Mr de Silguy is entitled to receive a non-externalised pension benefit, under which he received payments totalling €392,678 in 2018 and €307,095 in 2019. These amounts are not included in the table above. VINCI’s commitment under this pension totalled €8,281,905 at 31 December 2019. 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, under their respective employment contracts, are not included in the table above.
(4) Mr Hakimi waived his remuneration as a Board member until 17 April 2018. He requested that his remuneration as a Board member be paid from this date to the CFDT.

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 shareholdersand the Directors representing employees) must hold a minimum of 1,000 VINCI shares which, on the basis of the share price at 31 December 2019 (€99.00), amounts to a minimum of €99,000 invested in VINCI shares.
The number of shares held by each of the company officers, as declared to the Company, is included in the information presented in paragraph 3.2, pages 142 to 149.

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 company officers and executives subject to spontaneous declaration of their share transactions carried out the following transactions in 2019:

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 Chairmanof VINCI Autoroutes-71,276
Richard Francioli, Executive Vice-President in charge of Contracting-8,465
Xavier Huillard, Chairman and Chief Executive Officer-25,290
Christian Labeyrie, Executive Vice-President and Chief Financial Officer-31,500
Caroline Grégoire Sainte Marie, Supervisory or supervisory board member in several companies1,000

(*) Excluding grants of performance share awards.
(**)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

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 controlsto persons who, at the balance sheet date are (or, during the period, have been) members of the Group’s governing bodies and ExecutiveCommittee. The corresponding amounts have been recognised and expensed in 2019 and 2018 as follows:

Remuneration and similar benefits paid to members of the governing and management bodies
Members of governing bodies and the Executive Committee
(in € thousands)20192018
Remuneration12,56713,348
Employer social contributions9,1977,785
Post-employment benefits1,2401,973
Termination benefits3,483-
Share-based payments (*)12,18510,807
Directors’ fees1,2661,421

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

Last updated: 26/11/2020