VINCI - 2008 annual report

Report of the Board of Directors
as proposed by the executive company offi cers, not to adjust the fi xed part. The formula used to calculate the performance index applicable to
the variable part has been maintained.
Yves-Thibault de Silguy, who does not have an employment contract and has no entitlement to any leaving allowance, has an entitlement to
a special pension regime amounting to €380,000 per annum. This undertaking was expressly approved by the Shareholders’ Ordinary General
Meetings of 10 May 2007 and then of 15 May 2008, in order to incorporate performance conditions in accordance with France’s so-called “Tepa”
Act (supporting work, employment and purchasing power). This retirement pension will be acquired if, on expiry of Yves-Thibault de Silguy’s
term of appointment, trends in both quantitative indicators (net profi t, cash fl ow from operations, ROCE, VINCI share price, outperformance
of the VINCI share compared with a sample of comparable companies, and dividends) and qualitative indicators (connected with his personal
performance) are, in the majority, positive. The Board monitors these indicators annually. The purpose of this regime is to replace an equivalent
regime to which Yves-Thibault de Silguy lost his entitlement when, having accepted his appointment in June 2006 as Chairman of the Board
of Directors of VINCI, he left the Suez group. In connection with the monitoring of the performance criteria instituted in accordance with the
so-called “Tepa” Act, the Board of Directors considered on 27 February 2008, as proposed by the Remuneration Committee, that, Mr de Silguy
having taken up his duties on 1 June 2006, his performance had been positive in 2006 and 2007 on each of the points considered except two
(ROCE in 2006 and outperformance by the VINCI share in 2007). The Board of Directors also considered on 3 March 2009, as proposed by the
Remuneration Committee that the Chairman’s performance criteria, with the exception of the criteria related to the trends in the VINCI share
price, were met in 2008.
b) Remuneration of Xavier Huillard
In December 2005, the Board of Directors approved the arrangements for the remuneration of Xavier Huillard, which comprises a fi xed part of
€700,000 and a variable part initially set at €700,000. The variable part comprises a part that can be adjusted by application of the performance
index mentioned on page 155 and a part (amounting to €250,000) payable at the Board’s discretion.
At its meeting held on 3 March 2009, the Board of Directors decided, as proposed by the Remuneration Committee, to set the variable part
of Xavier Huillard’s remuneration at €855,847 in respect of 2008, applying an increase of 1.3% after calculating the performance index, before
deduction of the directors’ fees paid in 2008. This amount includes an amount of €250,000 corresponding to the ceiling of the discretionary part
that the Board had decided.
For 2009, the Board decided, as proposed by the executive company offi cers, not to adjust the fi xed part. Regarding the variable part, it has been
decided to maintain the formula used to calculate the performance index and to increase the ceiling of the part subject to the discretionary
assessment to €300,000.
Like a number of the Group’s executives, Xavier Huillard is a member of the supplementary retirement benefi t scheme mentioned in paragraph
(e) below. VINCI has made no commitment to pay him a leaving bonus.
Xavier Huillard has had an employment contract within the VINCI group since 1996. This contract was suspended when he was appointed as an
executive company offi cer in January 2006. It is governed by the civil engineering collective bargaining agreement and includes no contractual
leaving allowance other than as provided for in that collective bargaining agreement. In accordance with the Afep-Medef recommendations, the
Board of Directors has decided that the future of this contract will be examined on the occasion of the renewal of Xavier Huillard’s appointment
as a company offi cer, the term of which expires on completion of the General Meeting called to vote on the fi nancial statements for 2009.
c) Remuneration of Jacques Tavernier
Jacques Tavernier was Senior Executive Vice-President from 15 May 2006 to 28 March 2008. He has been Chairman and Chief Executive Offi cer
of Eurovia since January 2008. Previously, he was Chief Executive Offi cer of VINCI Concessions and Chairman and Chief Executive Offi cer of
Autoroutes du Sud de la France. Jacques Tavernier received remuneration of €310,957 (prorata temporis for the period from 1 January to 28
March 2008), including a fi xed part of €77,946 and a variable part in respect of 2007 for €232,217.
Like a number of the Group’s executives, Jacques Tavernier is a member of the supplementary retirement benefi t scheme mentioned in paragraph
(e) below. VINCI has made no commitment to pay him a leaving bonus.
d) Benefi ts in kind paid to Executive Company Offi cers
In 2008, Yves-Thibault de Silguy, Xavier Huillard and Jacques Tavernier have had the use of a company car.
e) Retirement benefi t obligations
Some of the Group’s management staff who meet certain eligibility conditions are members of a supplementary retirement benefi t scheme,
which guarantees them a total pension of between 20% and 35% of the average of their fi nal three years’ remuneration, with a maximum of
€85,595 per annum. Xavier Huillard, Director and Chief Executive Offi cer, and Jacques Tavernier, are members of this scheme.
Moreover, Yves-Thibault de Silguy is entitled to a special pension regime described in paragraph (a) above.
At 31 December 2008, VINCI’s obligations in respect of retirement pensions for executive company offi cers amounted to €8,172.8 thousand,
broken down as follows:
Benefi ciary
Obligation at 31 December 2008
in €’000s
Yves-Thibault de Silguy 6,054.2
Xavier Huillard 862.7
Jacques Tavernier 1,255.9
Retirement benefi t obligations are also described on page 246 of the Notes to the consolidated fi nancial statements.
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