A second director representing employees, Cathy Martin, was appointed by the European Works Council and became a member of the Board at its meeting on September 10, 2015. She was reappointed in 2018 and again in 2020 for a further three-year term starting from the Annual Shareholders Meeting to be held on January 12, 2021.
In addition, in accordance with the applicable law, a member of the Social and Economic Committee (Comité social et économique) sits on the Board of Directors in an advisory capacity.
The Board does not have any directors representing employee shareholders, as the amount of the Company’s capital held by employees does not exceed the 3% threshold that triggers the requirement for such a director, as set in article L.225-23 of the French Commercial Code.
Sodexo is governed by a Board of Directors, which has been chaired by Sophie Bellon since January 26, 2016.
The Chairwoman of the Board of Directors represents the Board, organizes and directs its work, and reports to the shareholders at the Shareholders Meeting. The Chairwoman also represents the Board of Directors in matters concerning third parties such as employee representatives and Statutory Auditors. In addition, she is responsible for shareholder relations, particularly concerning Corporate Governance matters, and reports to the Board of Directors on this role. The Chairwoman oversees the functioning of the Company’s Corporate Governance structures and, in particular, ensures that the Board members are able to fulfill their duties. Moreover, in order to make the positions of the Chairwoman of the Board of Directors and the Chief Executive Officer more complementary, the Chairwoman assists the Chief Executive Officer in his strategic review by playing a support and challenge role that helps create a shared corporate vision and common goals. In addition, Sophie Bellon plays an important role as the Group’s ambassador with respect to all of its stakeholders, including employees, customers, non-governmental organizations (NGOs) and public bodies in order to promote the Group’s capabilities and offerings and communicate its needs.
In addition to the Company’s bylaws, the Board of Directors is governed by the Board’s Internal Rules, which notably set out the Board’s mission, the minimum and maximum number of Board members, the rules of the Directors’ charter, the minimum number of Board meetings and the rules for allocating directors’ compensation . The Internal Rules also set the criteria for assessing the performance of the Board, set the limits to the powers of the Chief Executive Officer, and define the policy for issuing guarantees.
The Internal Rules are regularly reviewed by the Board of Directors and comply with the AFEP-MEDEF Code as revised in January 2020.
The full version of the Board of Directors’ Internal Rules is available on the Group’s website (www.sodexo.com)and a summary of the principal components thereof is provided below.
The main components of the Directors’ charter are described below.
Each director should be mindful of the corporate interest, exercise good judgment (particularly of situations, strategies and people), and look to the future in order to identify the risks and strategic challenges that lie ahead. Directors should also be focused, active and engaged, and act with integrity.
Each director must personally own at least 400 Sodexo shares by the end of their first year of office (except for directors representing employees to whom no such requirement applies in accordance with French law).
To the extent possible, all Sodexo directors attend Shareholders Meetings.
Any director of Sodexo who obtains undisclosed information during the course of his or her duties is subject to insider trading legislation. In accordance with the European Market Abuse Regulation, the Company may draw up specific insider lists if insider information has been identified and a decision has been taken to postpone the publication of the relevant information.
Directors are prohibited from trading in Sodexo securities as follows:
Transactions in the Company’s securities carried out by directors must be disclosed to the French securities regulator (Autorité des marchés financiers – AMF) within three trading days of the transaction date. Directors are required to inform the Group Legal Department of all transactions in Sodexo securities.
Upon joining the Board, all directors receive training adapted to their specific needs. They meet the Chairwoman of the Board of Directors, the Chief Executive Officer and Group executives. Meetings are also organized with certain executives and external advisors. Site visits are arranged to provide an overview of the Group’s businesses and a better understanding of each activity. Directors may also receive additional training on corporate responsibility or other matters. Board member training is a continuous process, throughout the term of office.
