VINCI - 2005 annual report

When he retired, he received €1,276,024 corresponding to the lump-sum
payable on retirement provided for in the national collective bargaining
agreement for managers in the civil engineering industry in lieu of the
bonus referred to in paragraph 5.3.5, to which he has waived his claim.
5.3.3 Remuneration of Xavier Huillard
and Roger Martin
The remuneration of Xavier Huillard and Roger Martin comprises a fi xed
part and a variable part.
For 2004 and 2005, the variable part was determined on the basis of
trends in indicators measuring the performance of the relevant Division
(VINCI Energies for Xavier Huillard, who was its Chairman until 9 December
2005, and Eurovia for Roger Martin) and of the VINCI share price,
and on an assessment of their individual performance during the year.
The variable remuneration for 2005 (paid in 2006) was set at €700,000
for Xavier Huillard and at €440,000 for Roger Martin.
5.3.4 Benefi ts in kind
Antoine Zacharias, Bernard Huvelin, Roger Martin and Serge Michel have
a company car with chauffeur, Xavier Huillard has a company car.
5.3.5 Bonuses on joining or leaving
No bonuses are paid to the company officers on joining.
On 12 July 2000, the Board of Directors granted Antoine Zacharias
and Bernard Huvelin a leaving bonus equal to three times their
last annual remuneration.
5.3.6 Supplementary specifi c retirement
commitments
Some of the Group’s executives who meet certain eligibility conditions are
members of a supplementary retirement benefi t scheme that guarantees
them a total pension of between 40% and 50% of their fi nal year’s remuneration
or of the average of their fi nal three years’ remuneration, the rate
being determined on the basis of their length of service and their age.
Antoine Zacharias and Bernard Huvelin, who retired on 9 January 2006
and 7 June 2005 respectively, are members of this scheme, as is Roger Martin.
This supplementary scheme was closed in 2003.
Xavier Huillard is a member, on the same basis as a certain number of Group
executives who meet the scheme’s eligibility conditions, of a supplementary
retirement benefi t scheme that guarantees him a supplementary pension of
between 20% and 35% of the average of his fi nal three years’ remuneration,
with a maximum of €80,315 a year.
At 31 December 2005, the provisions for retirement benefi t obligations to
executive company offi cers amounted to €45.2 million of which €11.7
million was recognised in 2005.
6. SHARE SUBSCRIPTION OR SHARE PURCHASE
OPTION PLANS
6.1 TERMS OF GRANTING AND FOR THE EXERCISE OF OPTIONS
In accordance with the authorisations granted to it by the Shareholders
Meeting, VINCI’s Board of Directors defi nes the conditions for the granting
of share subscription options and the list of benefi ciaries.
Each option gives the holder the right to subscribe to or purchase one
VINCI share. Benefi ciaries may exercise two-thirds of their options two
years after receiving them and all of their options after three years. Options
lapse if they are not exercised at the end of a period of 7 years or 10 years,
depending on the plans, or if the benefi ciaries leave the Group before the
end of the granting period, unless specifi cally authorised otherwise by the
Board of Directors.
CORPORATE GOVERNANCE
Options may be exercised in their totality at an earlier date in one of the
following cases:
– if a holding of more than 10% of the shares representing VINCI’s share
capital is acquired by a person acting alone or in concert;
– if the benefi ciaries need to present, by way of guarantee, the shares
subscribed to or acquired in this way, in order to allow them to acquire
VINCI shares or securities giving a future right to shares;
– in the event of a public bid to buy or exchange VINCI shares.
No subsidiary controlled by VINCI grants options to subscribe to or
purchase shares to Group employees or offi cers.
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