VINCI - 2005 annual report

5.3 REMUNERATION OF EXECUTIVE COMPANY OFFICERS
The remuneration of the Chairman and Chief Executive Offi cer, and of
the Senior Executive Vice-Presidents is determined by the Board of Directors
on proposal by the Remuneration Committee. The remuneration paid
5.3.1 Remuneration of Antoine Zacharias
On 7 September 2004, the Board of Directors agreed, as proposed by the
Remuneration Committee, the principle of a completely variable remuneration
for the Chairman and Chief Executive Offi cer, as from 1 January
2004. Antoine Zacharias’ remuneration is therefore determined since this
date on the basis of the changes, from one period to the next, in six equally
weighted indicators: net earnings per share, cash fl ow from operations
per share, return on capital employed, the share price, the share price
performance relative to the CAC 40 index and a basket of European
companies in the construction and concessions sector, and the dividends
paid by the Company.
Applying this formula, Antoine Zacharias’ gross remuneration in respect
of 2005 was €4,290,265 of which payment has been spread across 2005
and 2006.
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VINCI 2005 ANNUAL REPORT
during the last three years by VINCI and Group companies to the company
offi cers of VINCI was as follows:
(in euros) Antoine Zacharias Bernard Huvelin Xavier Huillard Roger Martin
Gross fi xed salary — 195,114 354,307 355,172
Gross variable salary 3,461,506 951,366 380,000 437,823
Director’s fees paid by VINCI SA 80,000 30,000 — —
Director’s fees paid by subsidiaries of VINCI 44,847 32,742 26,056 34,608
Benefi ts in kind 8,974 1,401 3,432 3,344
Total received in 2005 3,595,327 1,210,623 763,795 830,947
Gross fi xed salary — 405,286 318,354 354,960
Gross variable salary 3,317,296 457,350 330,000 425,000
Director’s fees paid by VINCI SA 80,000 25,000 — —
Director’s fees paid by subsidiaries of VINCI 31,768 27,837 28,127 31,759
Total received in 2004 3 429,064 915,473 676,481 811,719
Gross fi xed salary 1,263,284 416,292 308,243 336,918
Gross variable salary 1,676,940 457,350 362,000 389,170
Director’s fees paid by VINCI SA 80,000 20,000 — —
Director’s fees paid by subsidiaries of VINCI 13,051 16,101 16,948 12,480
Total received in 2003 3,033,275 909,743 687,191 738,568
When he ceased to be Chief Executive Offi cer in January 2006, Antoine
Zacharias received a leaving bonus in accordance with the Board of Directors’
decision of 12 July 2000 (see paragraph 5.3.5).
5.3.2 Remuneration of Bernard Huvelin
Bernard Huvelin retired on 7 June 2005; he continues to act as Vice-Chairman
of the Board of Directors and receives no remuneration from the
Company other than the Directors’ fees referred to in paragraph 5.1.
Between 1 January and 7 June 2005, he received total remu¬neration
from the Company of €1,146,480 of which €951,366 was his variable
remuneration in respect of 2004. This variable part was determined, as
proposed by the Remuneration Committee, on the basis of the same
criteria as for Antoine Zacharias and of an assessment of his individual
performance during the year.