EIFFAGE S.A. 
Vélizy-Villacoublay, March 1, 2024 17 :45
Information relating to the remuneration of Eiffage's Chairman and Chief Executive
Officer
at the end of the Board of Directors meeting on February 28, 2024
Remuneration policy for corporate officers
A. Remuneration Policy for the President and Chief Executive Officer
This policy, submitted to the vote of the General Meeting of April 24, 2024, is identical to the one submitted and approved by 95.85% by the General Meeting of April 19, 2023. It would also apply in the event of a change in the company's governance mode, in particular in the event of the appointment of one or more deputy chief executive officers.
Elements of Compensation | Description of the remuneration policy |
This is unchanged from the one presented at the Annual General Meeting on April 19, 2023 | |
Fixed remuneration
Annual variable remuneration
Multi-year variable remuneration in cash
Exceptional remuneration
Stock Options, Free Shares or Other Stock Allocations
€900,000 | Amount unchanged for fifteen years
Mr. de Ruffray's variable remuneration is based on four quantitative and qualitative criteria.
Each of these four criteria can only be positive or zero and is capped at 40% of the fixed remuneration.
The sum of these four criteria is capped at 140% of the fixed annual remuneration. Full details below
Unchanged
None | Unchanged
None | Unchanged
Mr. de Ruffray is eligible for the free allocation of shares subject to performance conditions based on four quantitative criteria (external and internal), three of which are economic and one environmental.
This element is capped at 200% of the fixed annual remuneration at the initial award date. Full details below
Unchanged
Remuneration for the term of office of director
Benefits in kind
Severance pay
Non-competition indemnity
Mechanism for the restitution of short-term variable remuneration
Supplementary Pension Plan
None | Unchanged
Company Vehicle | Unchanged
None | Unchanged
None | Unchanged
None | Unchanged
None | Unchanged
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Description of Mr. de Ruffray's annual variable compensation, identical to that submitted and approved by 95.85% by the General Meeting of April 19, 2023
Criteria | Description of the remuneration policy concerning variable remuneration submitted to the General Meeting of 24 | |
April 2024 | ||
E1 | The criterion is capped at 40% of the | |
3 ‰ the share of current operating income above that of the previous year | fixed annual remuneration with a floor of | |
(economical) | ||
0 euros | ||
No change in criterion E1 over one year
E2 | 1.5‰ the share of net income Group share exceeding 10% of average |
shareholders' equity for the financial year in question (average of the | |
(economical) | |
opening and closing balance sheets) | |
No change in criterion E2 over one year | |
E3 | 3 ‰ the change in the Group's working capital requirement |
(economical) | |
The criterion is capped at 40% of the fixed annual remuneration with a floor of 0 euros
The criterion is capped at 40% of the fixed annual remuneration with a floor of 0 euros
No change in criterion E3 over one year
FY4 (non-financial)
Non-financial portion determined on the basis of six quantitative indicators (5% per sub-criterion) supplemented by the Board of Directors' assessment of the performance of the corporate officer on two fundamental issues (5% each), i.e. a total of 40% for this criterion.
Social
- Occupational health and safety measured by the evolution of the accident frequency rate in France*, which must be lower than that of the previous year (5%);
- Cohesion of the Group around employee share ownership as measured by the rate of subscribers for the last annual campaign, which must have increased compared to the previous campaign (5%);
- Feminization of management as measured by the rate of women among managers in France*, which must have increased over one year (5%).
Environment
- Carbon intensity of the turnover measured by the BEGES in relation to the consolidated turnover. The rate for the past year must be lower than the previous year's rate (5%);
- Alignment with the taxonomy measured by the percentage of aligned revenue that must be increasing over one year (5%);
Governance
All members of the Board of Directors must have received at least one training in CSR (Social and Environmental Responsibility), in particular on climate issues, during the reference year (5%).
Fundamental issues
The Board of Directors will assess the performance of the corporate officer in terms of the deployment of the Group's strategic roadmap (5%) and its consistency around its values as described in the DEU (5%)
Each of the 8 items has a unit weight of 5%.
The criterion is capped at 40% of the fixed annual remuneration with a floor of 0 euros
No change in the EF4 criterion over one year
*Clarification on the EFPB item concerned
2
Description of Mr. de Ruffray's conditions in the event of the free allocation of performance shares, unchanged from the elements approved by 95.85% by the General Meeting of April 19, 2023
Item | Description of the remuneration policy for the free allocation of performance shares |
Ceiling on initial allocation
Criteria
Minimum number of securities to be held until the end of the mandate
Mechanism for the return of long- term remuneration
Use of hedging transactions
Ceiling of 200% of fixed annual remuneration
Presence of four quantitative criteria (external and internal), three of which are economic and one environmental.
Details below
The minimum number of shares that the executive officer must retain until the end of his term of office is 50% of each award, until he holds the equivalent of three times his fixed annual remuneration.
Nothingness
Prohibited until termination of mandate
Details of the external and internal performance criteria and terms of awards, unchanged from the items approved by 95.85% of the Shareholders' Meeting of April 19, 2023
These criteria and terms also apply to the members of the Executive Committee, with the exception of the criterion relating to the minimum number of shares to be retained until the end of the term of office, which applies only to the executive officer.
Criterion | Weight in | Composition |
Formula | ||
C1 | 50 % | Its purpose will be to measure the evolution of Eiffage's earnings per share over the |
Internal economic criterion | period of the plan. | |
based on changes in net | If Eiffage's earnings per share have increased by at least 25% between the initial and | |
earnings per share (EPS) | final allocation dates of the plan, this criterion is met. | |
This criterion is unchanged | For a performance between +25% and +10%, it is considered to have been partially | |
achieved and the number of shares definitively allocated decreases linearly by up to | ||
50% of the allocation. | ||
Below +10%, this criterion is not met and this part of the award lapses. |
C220 %
Relative external economic criterion based on the evolution of Eiffage's share price compared to the CAC 40
This criterion is unchanged
C320 %
External economic criterion based on the evolution of Eiffage's share price
This criterion is unchanged
C410 %
Environmental criterion based on the evolution of Eiffage's carbon intensity in France
This criterion is unchanged
Its purpose will be to measure the performance of Eiffage's share price compared to that of the CAC 40 index over the period of the plan.
If the 100-day average of Eiffage's share price changes by at least 5% better than the 100-day average of the CAC 40 between the initial and final allocation dates of the plan, this performance criterion is met.
For an increase between +5% and 0%, it is partially achieved and the number of shares definitively allocated decreases linearly to 50% of the allocation.
If Eiffage's share price does not perform as well as the CAC 40, this criterion is not met and this part of the award lapses.
Its purpose will be to measure the performance of Eiffage's share price in absolute terms over the period of the plan.
If the 100-day average of Eiffage's share price on the final award date is 5% higher than it was at the start of the plan, this performance criterion is met.
For an increase between +5% and 0%, it is partially achieved and the number of shares definitively allocated decreases linearly to 33% of the allocation.
In the event of a fall in Eiffage's share price, this criterion is not met and this part of the award lapses.
It will measure the evolution of Eiffage's carbon intensity in France over the period. Eiffage's carbon intensity is measured by greenhouse gas emissions, scopes 1 & 2, (as published in the greenhouse gas emissions report - BEGES) in relation to turnover.
If Eiffage's carbon intensity decreases by at least 5%, this performance criterion is met. If it decreases by less than 5%, this criterion is partially met and the number of
of shares definitively allocated decreases linearly by up to 33% of the allotment.
If Eiffage's carbon intensity increases, this criterion is not met and this part of the allocation lapses.
Ceiling on allocation | Ceiling of 200% of fixed annual remuneration |
Award Period | Three years after the initial award date |
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Criterion | Weight in | Composition |
Formula |
Minimum Retention Period
Minimum number of shares to be held until the end of the mandate for the executive officer only
Use of hedging transactions
Condition of presence
Two years beyond the award period
The minimum number of shares that the executive officer must retain until the end of his term of office is 50% of each award, until he holds the equivalent of three times his fixed annual remuneration.
Prohibited until termination of mandate or employment contract
Subject to the exceptions provided for in i) and ii) below (and except in the case of death and disability), the beneficiary loses his right to free allocation of shares in the event of termination of the corporate mandate binding the beneficiary to the company or to a related company (within the meaning of Article L.225-197-2 of the French Commercial Code) during the vesting period:
- in the event of resignation of the corporate mandate, from the day on which the company receives the letter of resignation from the interested party or on the day on which it is delivered in person to an authorised representative of the company;
- in the event of revocation of the corporate mandate, from the date of the meeting of the corporate body deciding on its revocation if the beneficiary participates in it, or if he does not participate in it, from the date of receipt of the notification of this decision, notwithstanding the possible existence of a notice period, whether it is given or not, or any possible contestation by the beneficiary of his or her revocation and/or the reasons for it;
- in the event of non-renewal of the corporate mandate, from the date of expiry of the said mandate.
However:
- the beneficiary who is in one of the situations referred to above but who remains or is otherwise linked, throughout the acquisition period, to the company or to a company linked within the meaning of Article L.225-197-2 of the French Commercial Code by another corporate mandate or an employment contract retains his right to free allocation of shares;
- by way of derogation from the foregoing in the event of departure or retirement, the beneficiary will retain his right to free allocation of shares, subject to compliance with the performance and retention conditions.
The final allocation of the free shares is conditional. The proxy manager will only become the owner of the shares at the end of the vesting period, subject to compliance with performance conditions on the one hand and a presence condition on the other hand (excluding death, disability and retirement, subject in this case to compliance with the performance conditions and vesting and retention periods).
Thus, the remuneration policy is in line with the company's social interest, contributes to its sustainability and is in line with its strategy and business model.
The Board shall set the remuneration of the corporate officers on the recommendation of the Appointments and Remuneration Committee, without the representative concerned taking part in the deliberations or the vote on the element or commitment concerned. In addition, the variable elements of remuneration are subject to clear, detailed and varied performance criteria, of a financial and non-financial nature, some of which relate to the company's social and environmental responsibility, and are subject to ceilings and sub-ceilings. There is no guaranteed minimum for these criteria. As Eiffage S.A. has no employees, the remuneration and employment conditions of the company's employees could not be taken into account as part of the decision- making process followed for the determination and revision of the remuneration policy.
The Appointments and Compensation Committee and the Board of Directors have nevertheless taken into account the remuneration and employment conditions of the Group's employees in France, in particular in the context of the examination of the equity ratios presented pursuant to Article L.22-10-9 of the French Commercial Code in the universal registration document.
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Clear, detailed and varied financial and non-financial performance criteria
Criteria | Nature | Positioning |
Profit from recurring operations | ||
increased above that of the | Financial performance | Annual variable remuneration |
previous year | ||
Share of net income Group share | ||
exceeding 10% of shareholders' | Financial performance | Annual variable remuneration |
equity | ||
Change in the Group's working | Financial performance | Annual variable remuneration |
capital requirement | ||
Non-financial criteria | Non-financial performance | Annual variable remuneration |
Capping of annual variable | Annual variable remuneration | |
remuneration | ||
Three-year change in earnings per | Financial performance | Long-termstock-based |
share | compensation | |
Evolution of Eiffage's share price | Relative stock market | Long-termstock-based |
compared to the CAC 40 | performance | compensation |
Evolution of Eiffage's share price | Absolute stock market | Long-termstock-based |
over three years | performance | compensation |
Evolution of Eiffage's carbon | Climate-relatednon-financial | Long-termstock-based |
intensity over three years | performance | compensation |
Capping long-termstock-based | ||
compensation |
Ceiling
Capped at 40% of fixed annual remuneration
Capped at 40% of fixed annual remuneration
Capped at 40% of fixed annual remuneration
Capped at 40% of fixed annual remuneration
Capped at 140% of fixed annual remuneration
Capped at 200% of fixed annual remuneration at initial award
Capped at 200% of fixed annual remuneration at initial award
Capped at 200% of fixed annual remuneration at initial award
Capped at 200% of fixed annual remuneration at initial award
Capped at 200% of fixed annual remuneration at initial award
The approval of the remuneration policy of the Chairman and Chief Executive Officer and that of the directors (ex ante vote) will be submitted to the vote of the General Meeting of April 24, 2024.
B. Total Remuneration and Benefits in Kind Paid in the Past Fiscal Year or Awarded in Respect of the Same Fiscal Year to the Chief Executive Officer
At its meeting on 10 December 2008, Eiffage's Board of Directors endorsed the recommendations of the Afep- Medef Code. The compensation of the President and Chief Executive Officer paid during or awarded in respect of the 2023 financial year is set out in the following tables.
With regard to Mr. de Ruffray, in respect of his role as Chairman and Chief Executive Officer for the year 2023, the summary of his compensation paid during the past financial year or awarded in respect of the same financial year, in accordance with the remuneration policy approved by the Shareholders' Meeting of April 19, 2023, is detailed below and will be submitted to the Combined General Meeting of April 24, 2024 for approval (individual ex-post vote on the shaded elements). It is recalled that the payment of the variable compensation elements awarded for the 2023 financial year is subject to the positive vote of the General Meeting to be held on April 24, 2024, in accordance with the provisions of Article L.22-10-34 II of the French Commercial Code.
The remuneration policy of Eiffage's Chairman and Chief Executive Officer was approved by Eiffage's Combined General Meeting on 19 April 2023. The details below are based on the strict application of this policy approved by the General Assembly. With regard to the free allocation of shares, it is specified that the current authorisation provides, in accordance with the recommendations of the Afep-Medef code, for a specific ceiling for executive corporate officers. The prohibition on the use of hedging transactions for executive corporate officers is an integral part of the remuneration policy approved by the general meeting.
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Amounts paid at the price or | ||
allocated in respect of 2022 | ||
Elements of remuneration paid | or accounting valuation | Presentation |
or awarded | approved at 96.59% by the | |
General Meeting of April 19, | ||
2023) |
Amounts paid at the price or allocated in respect of 2023 or accounting valuation submittedto the vote of the Shareholders' Meeting of April 24, 2024 (in accordance with the remuneration policy approved by 95.85% of the Shareholders'Meeting of April 19, 2023)
Fixed remuneration
EUR 900,000
Fixed amount since the appointment of Mr.
de Ruffray and unchanged for 15 years for EUR 900,000 the Chairman and Chief Executive Officer of
Eiffage
Annual variable remuneration (capped at 140% of the fixed annual remuneration)
Multi-year variable remuneration in cash
Exceptional remuneration
Stock options, gratuitous shares or other securities awards (capped at the initial grant date at 200% of fixed annual compensation)
Remuneration as a director
Benefits in kind
Severance pay
€1,260,000 (paid in 2023)
Nothingness
Nothingness
EUR 1,353,000 (accounting valuation)
Nothingness
Nothingness
€2,544 (book valuation)
Nothingness
Mr de Ruffray's variable remuneration is based on quantitative and qualitative criteria
(2)
Mr. de Ruffray does not receive any multi- year variable remuneration in cash
Mr. de Ruffray does not receive any exceptional remuneration
Mr. de Ruffray received an allocation of 33,000 free shares subject to economic and environmental performance (3) for 2023
Mr. de Ruffray does not benefit from stock options or any other long-term compensation
Mr. de Ruffray does not receive remuneration as a director
M. de Ruffray has a company car
Mr. de Ruffray does not benefit from a commitment made by the Company to cease his duties as Chairman and Chief Executive Officer
EUR 1,260,000 (1)
Nothingness
Nothingness
EUR 1,485,000 (accounting valuation)
Nothingness
Nothingness
€2,544 (book valuation)
Nothingness
Non-competition indemnity
Supplementary Pension Plan
Nothingness
Nothingness
Mr de Ruffray is not entitled to a non- | Nothingness | ||
competition indemnity | |||
Mr. de Ruffray does not benefit from a | |||
Nothingness | |||
supplementary pension plan | |||
- The annual variable compensation will only be paid to him after a favourable vote by the Combined General Meeting of April 24, 2024 on the resolution relating to the compensation elements paid during the 2023 financial year or awarded in respect of the same financial year to Mr. de Ruffray.
- The performance criteria for Mr. de Ruffray's variable compensation are detailed in the following paragraphs and are in accordance with the compensation policy approved by the Shareholders' Meeting of April 19, 2023.
- These performance conditions are detailed in the following paragraphs.
Note: The annual variable remuneration represents 140% of the fixed remuneration and the accounting valuation of the shares allocated free of charge represents 165% of the fixed remuneration.
The fixed portion of Mr de Ruffray's remuneration in his capacity as Chairman and Chief Executive Officer had been set at EUR 900,000 gross per year. It is debated every year and has remained unchanged for the Chairman and CEO of Eiffage since 2008.
Mr. de Ruffray's variable compensation for 2023 is detailed below and is structured around four components, three of which are economic and one extra-financial. None of these components may be negative or greater than 40% of the fixed annual remuneration and their sum may not exceed 140% of the fixed annual remuneration for the year in question.
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Item
E1
Awarded for 2023 and submitted to the vote of | Reminder of | ||||
the amount | |||||
Description of the principles and criteria for the annual | the Shareholders' Meeting of April 24, 2024 in | ||||
Ventil | paid in 2023 | ||||
variable remuneration which is capped at 140% of the 2023 | accordance with the compensation policy | ||||
ation | and | ||||
fixed annual remuneration, unchanged since 2008 | approved by 95.85% by the Shareholders' | ||||
approved by | |||||
Meeting of April 19, 2023 | |||||
96.59% | |||||
3 ‰ the share of current operating income above that of the previous | EUR 360,000 | 360 000 | |||
year(1) | 3 ‰ X (2,403 - 2,212) M€ = €573,000 | 29 % | Euros | ||
Floor at 0 and capped at 40% of fixed remuneration | Capped at €360,000 |
E2
E3
FY4
1.5 ‰ the share of net income Group share exceeding 10% of average shareholders' equity for the year in question (average of the opening and closing balance sheets)(2)
Floor at 0 and capped at 40% of fixed remuneration
3 ‰ the change in the Group's working capital requirement
Floor at 0 and capped at 40% of fixed remuneration
Non-financial portion determined on the basis of six quantitative indicators (5% per sub-criterion) supplemented by the Board of Directors' assessment of the performance of the corporate officer on two fundamental issues (5% each), i.e. a total of 40% for this criterion.
Social
- Health and safety at work measured by the evolution of the accident frequency rate in France(4), which must be lower than that of the previous year (5%);
- Cohesion of the Group around employee share ownership as measured by the rate of subscribers for the last annual campaign, which must have increased compared to the previous campaign (5%);
- Feminization of management as measured by the rate of women among managers in France(4), which must have increased over one year (5%).
Environment
- Carbon intensity of the turnover measured by the BEGES in relation to the consolidated turnover. The rate for the past year must be lower than the previous year's rate (5%);
- Alignment with the taxonomy measured by the percentage of aligned revenue that must be increasing over one year (5%);
Governance
All members of the Board of Directors must have received at least one training in CSR (Social and Environmental Responsibility), in particular on climate issues, during the reference year (5%).
Fundamental issues
The Board of Directors will assess the performance of the corporate officer (i) in terms of the deployment of the Group's strategic roadmap (5%) and (ii) in terms of its consistency around its values as described in the DEU (5%)
Each of the 8 items has a unit weight of 5%
Floor at 0 and capped at 40% of fixed remuneration
EUR 360,000
1.5 ‰ X (1,013 - [10% X (6,176+6,455) / 2]) I.e. 1.5 ‰ X €381 million = €572,175 Capped at €360,000
EUR 360,000
3 ‰ X €359 million = €1,077,000
Capped at €360,000
EUR 315,000
Social
2023 rate of 5.02 < 2022 rate of 5.58
= €45,000
2023 rate of 71.90% < 2022 rate of 73.30%
= 0 euro
2023 rate of 21.10% > 2022 rate of 20.22%
= €45,000
Environment
2023 rate of 32.61 < 2022 rate of 35.87
= €45,000
2023 rate of 21.90% > 2022 rate of 16.70%
= €45,000
Governance
Condition Met
= €45,000
Fundamental issues
- = EUR 45 000 (5)
- = EUR 45 000 (5)
360 000 Euros
29 %
360 000
29 % Euros
300 000 Euros
25 %
Total in euro | EUR 1,395,000 | 112 % | EUR | ||
1,380,000 | |||||
Capping of variable remuneration at a maximum of 140% of fixed | |||||
- €135,000 | - 12 % | - €120,000 | |||
remuneration(3) | |||||
EUR | |||||
Total in euro after capping | EUR 1,260,000 | 100 % | |||
1,260,000 | |||||
- The formula will also take into account the influence of external circumstances beyond the control of Mr. de Ruffray's action on the evolution of the company's results.
- If the consolidated shareholders' equity has been increased or decreased during the year by unusual financial transactions, the effects of these operations will be restated.
- Mr de Ruffray's annual variable remuneration is capped at 140% of his fixed remuneration, which is EUR 900 000, which may lead to a cap in relation to the application of the formula.
- Clarification of the EFPB Item Concerned
- Clarification in the following paragraphs
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In addition to the quantitative criteria based on indicators published in the DPEF, the Appointments and Compensation Committee ruled on the performance of the corporate officer with regard to the two fundamental issues set out in the EF4 component.
With regard to the deployment of the Group's strategic roadmap, the Board took into account the exceptional order intake for the year, the acquisitions made in Works, the strengthening of the Concessions portfolio and the approval by the SBTi of the Group's short-term objectives (compliance with the 1.5°C trajectory). As for the Group's consistency around its values, the Board noted that the Chairman and Chief Executive Officer embodied all the values of the Charter and had contributed to the preservation of these values within the Group, at a time when the number of employees was growing sharply. The Board also highlighted the agility that the Group had shown in the context of the real estate crisis, while preserving jobs.
For the 2023 financial year, and in accordance with the above-mentioned remuneration policy approved by the General Meeting of April 19, 2023, the Board of Directors of February 28, 2024, on the proposal of the Appointments and Compensation Committee, after a debate and a vote, set the variable compensation for the 2023 financial year, of Mr. de Ruffray, Chairman and Chief Executive Officer, €1,260,000 (same as in 2022), based on the achievement of performance criteria.
Executive officers do not benefit from an arrival bonus, severance pay or specific additional pension commitments.
In accordance with the legislation, the variable part of this remuneration will only be paid to Mr. de Ruffray after a favourable vote by Eiffage's General Meeting of Shareholders on 24 April 2024 on the resolution relating to the remuneration elements paid during the 2023 financial year or allocated in respect of the same financial year.
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Eiffage SA published this content on 08 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2024 10:26:01 UTC.
