2013-vinci-annual-report

Remuneration item Amount Observations
Multi-year variable remuneration
Allocation of €597,587 vested
but not paid
This is the allocation set by the Board of Directors in respect of the third year of
the long-term incentive plan consisting of:
– €584,722 corresponding to 16,600 times the average value of the VINCI share
at 6 May 2013 (€35.58) multiplied by a coefficient of 99%, reflecting the
performance condition relating to ROCE;
– €12,865 corresponding to 41,500 times the increase in the average VINCI share
price over a one-year period (€0.31), the related performance condition
(performance of the VINCI share relative to a peer group of shares) having been
met in full.
This allocation, as well as those vested in respect of the 2010/11 and 2011/12
periods, will only be paid if Mr Huillard completes his term in office in 2014,
except in specific cases.
Directors’ fees €13,670
Mr Huillard does not receive Directors’ fees from VINCI SA, but he has received
Directors’ fees from a foreign subsidiary, the amount of which will be deducted
from the variable portion of his remuneration.
150 VINCI 2013 ANNUAL REPORT
Exceptional remuneration
na
Mr Huillard does not receive any exceptional remuneration.
Benefits in kind €4,064 Mr Huillard has the use of a company car.
Remuneration items requiring the
approval of the Shareholders’ General
Meeting in line with the procedure for
regulated agreements and commitments Amount Observations
Severance pay No payment Mr Huillard is eligible for severance pay in the event that the Company
terminates his appointment before its normal expiry in 2014. The related
commitment was authorised by the Board of Directors at its meeting of
3 March 2010 and approved by the Shareholders’ General Meeting of
6 May 2010 (Eighteenth resolution).
Non-competition payment na Mr Huillard is not eligible for any non-competition payment.
Supplementary pension plan No payment Mr Huillard is eligible for coverage under the supplementary defined benefit
pension plan (Article 39) in force within the Company 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
remuneration items. The related commitment was authorised by the Board of
Directors at its meeting of 3 March 2010 and approved by the Shareholders’
General Meeting of 6 May 2010 (Seventeenth resolution). He is also eligible for
coverage under the mandatory fixed-contribution pension plan set up by the
Company for its executives and other management-level personnel.
4.1.4 Principles and rules in effect from 2014 to 2018 for determining the remuneration and benefits
of the Chairman and Chief Executive Officer
At its meeting of 5 February 2014, the Board of Directors, as proposed by the Remuneration Committee, established the following remuneration
policy applicable to Mr Huillard in his capacity as Chairman and Chief Executive Officer, should the Shareholders’ General Meeting
approve the resolution to renew his appointment as Director for a further four-year term of office.
4.1.4.1 Fixed portion of remuneration
The fixed portion of Mr Huillard’s annual remuneration would be set at €1 million for the duration of his new term of office, therefore representing
an increase of 11% compared with the previous amount set in 2010, or an average annual increase of 1.5% between 2010 and
2018. Mr Huillard would thus be awarded fixed remuneration close to the median for CAC 40 chief executives.
4.1.4.2 Variable portion of remuneration
The variable portion of Mr Huillard’s annual remuneration would be divided into two parts, in a total amount ranging from €0 to €1.6 million,
or between 0% and 160% of the fixed portion. Two-thirds of this amount would be tied to economic results, calculated by applying three
quantitative criteria (earnings per share, recurring operating income and free cash flow) while the remaining one-third would be tied to
managerial results and based on performance against selected qualitative criteria, as set out in the table below:
Variable remuneration Criteria Maximum in euros
Net earnings per share 355,000
Economic part
Recurring operating income 355,000
Free cash flow 355,000
Managerial part Qualitative criteria, linked to CSR performance to a significant extent 535,000