2013-vinci-annual-report
2013-vinci-annual-report
2013-vinci-annual-report
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(a) Summary of remuneration due in respect of the last two years and options and shares granted<br />
(in €)<br />
Xavier Huillard <strong>2013</strong> 2012<br />
Remuneration due in respect of the year 1,925,069 1,905,264<br />
Value of options granted during the year – –<br />
Value of performance shares granted during the year – –<br />
Total 1,925,069 1,905,264<br />
REPORT OF THE BOARD OF DIRECTORS 149<br />
(b) Summary of remuneration<br />
(in €)<br />
Xavier Huillard<br />
Amount due<br />
in respect of<br />
the year<br />
<strong>2013</strong> 2012<br />
Amount paid<br />
during the year<br />
Amount due<br />
in respect of<br />
the year<br />
Amount paid<br />
during the year<br />
Gross fixed remuneration (1) 900,000 900,000 900,000 900,000<br />
Gross variable remuneration including Directors’ fees (2) 1,021,005 1,001,200<br />
Gross variable remuneration excluding Directors’ fees (2) (3) 1,007,335 987,530 987,530 916,330<br />
Directors’ fees (net amount) (2) 13,670 13,670 13,670 13,670<br />
Benefits in kind (4) 4,064 4,064 4,064 4,064<br />
Total 1,925,069 1,905,264 1,905,264 1,834,064<br />
(1) See paragraph 4.1.1.1, p. 147.<br />
(2) Directors’ fees received by Xavier Huillard from companies belonging to the VINCI Group are deducted from the variable remuneration decided by the Board, as proposed by<br />
the Remuneration Committee. Since his appointment as Chairman and Chief Executive Officer, thus with effect from 6 May 2010, Mr Huillard has not received Directors’ fees from VINCI SA.<br />
For the duration of this appointment, the only Directors’ fees he receives are those paid in respect of appointments in other Group companies.<br />
(3) See paragraph 4.1.1.2 , p. 147.<br />
(4) Mr Huillard had the use of a company car in 2012 and <strong>2013</strong>.<br />
4.1.2.2 Summary table<br />
The table below summarises the various data relating to the existence in favour of the executive company officer, if applicable, of (i) an<br />
employment contract in addition to the appointment as company officer, (ii) supplementary pension plans, (iii) commitments entered into<br />
by the Company corresponding to allowances or benefits due or that could be due in connection with or as a result of either the cessation<br />
of the executive company officer’s duties or a change in these duties, and (iv) allowances compensating for a non-competition clause.<br />
Allowances or benefits that<br />
could be due as a result of the cessation<br />
of duties or a change in duties<br />
Allowances for<br />
non-competition<br />
clause<br />
Supplementary<br />
Executive company officer<br />
Employment contract<br />
pension plan<br />
Xavier Huillard, Chairman and CEO (*) no (**) yes yes (***) no<br />
(*) Xavier Huillard’s term of office started on 6 May 2010 and will expire at the close of the Shareholders’ General Meeting on 15 April 2014.<br />
(**) Mr Huillard had a suspended employment contract that ended via resignation on 6 May 2010 when he was appointed as Chairman and Chief Executive Officer of VINCI.<br />
(***) Mr Huillard is eligible for severance pay in the event that the Company terminates his appointment as Director prior to its normal expiry, described on page 148 of the <strong>2013</strong> Annual Report.<br />
4.1.3 Remuneration items due or granted in respect of the <strong>2013</strong> financial year to the Chairman<br />
and Chief Executive Officer subject to the approval of the Shareholders’ General Meeting<br />
of 15 April 2014<br />
In line with the recommendations of the revised version of the Afep-Medef code published in June <strong>2013</strong> (Article 24.3), to which the Company<br />
adheres as required under Article L.225-37 of the French Commercial Code, the Company submits for shareholder approval the following<br />
remuneration items due or granted to Mr Huillard as Chairman and Chief Executive Officer in respect of the <strong>2013</strong> financial year.<br />
Remuneration item Amount Observations<br />
Fixed remuneration €900,000 Gross fixed remuneration in respect of the <strong>2013</strong> financial year set by the<br />
Board of Directors on 3 March 2010.<br />
Variable remuneration €1,021,005 Gross variable remuneration in respect of the <strong>2013</strong> financial year set by the Board<br />
of Directors on 5 February 2014. This remuneration comprises:<br />
- an economic part in the amount of €571,005. This amount is tied to the level<br />
of net earnings per share, operating income from ordinary activities and free cash<br />
flow;<br />
- a managerial part in the amount of €450,000. This amount is tied to<br />
the decision reached by the Board on the Chief Executive Officer’s performance<br />
with regard to seven managerial objectives.<br />
Deferred variable <strong>annual</strong> remuneration na Not applicable