The disclosures provided in this section comply with the new requirements concerning Corporate Officer s’ compensation introduced by Ordonnance 2019-1234 of November 27, 2019 issued pursuant to France’s Business Growth and Transformation Act dated May 22, 2019 (the “PACTE Act”), as well as the recommendations contained in the AFEP-MEDEF Code as revised in January 2020 and the recommendations issued by the French securities regulator (Autorité des marchés financiers – AMF) on December 3, 2019 concerning Corporate Governance and executive compensation in listed companies.
Drawn up by the Board of Directors on the basis of recommendations made by the Compensation Committee, this section sets out (i) the compensation policies for the Chairwoman of the Board of Directors, the Chief Executive Officer and the Company’s Directors, (ii) the components of the compensation paid during or awarded for Fiscal 2020 to the Chairwoman of the Board of Directors, the Chief Executive Officer and the Company’s Directors, (iii) the compensation policy applicable to members of the Executive Committee, and (iv) the Group’s long-term incentive plan.
The compensation policy applicable to Corporate Officers (the Chairwoman of the Board of Directors, the Chief Executive Officer and the directors) sets out the principles and criteria used to determine, allocate and award the fixed, variable and exceptional components of the total compensation and benefits payable to the Company’s Corporate Officers for the duties performed under the terms of their corporate office.
This policy is reviewed annually by the Board of Directors, on the basis of recommendations made by the Compensation Committee. The policy is in Sodexo’s best interests, plays a role in ensuring its longevity and is fully in line with its strategy. Consequently, the principles and criteria used to determine the Chief Executive Officer’s variable compensation align his interests with those of the Company’s shareholders and other stakeholders by factoring in performance targets based on economic, financial, social and environmental indicators such as employee health and safety, talent management and corporate responsibility performance.
The Compensation Committee is entirely comprised of independent directors, except for one director representing employees in accordance with AFEP-MEDEF recommendations. It may use the services of external advisors specialized in Corporate Officer s’ compensation and it takes into account feedback received from institutional shareholders.
The principles and criteria in the compensation policy for Corporate Officer s will apply in Fiscal 2021 to all persons who hold a Corporate Officer ’s position within the Company.
However, in accordance with Ordonnance 2019-1234 of November 27, 2019 issued pursuant to the PACTE Act, the Board of Directors, on the basis of recommendations made by the Compensation Committee, reserves the right to adapt the compensation policies for Corporate Officers if any exceptional circumstances arise during the fiscal year. Any such amended policy would apply until it is approved at the next Annual Shareholders Meeting. Examples of exceptional circumstances include a significant change in the Corporate Officer s’ scope of responsibility, a major event impacting Sodexo’s markets and/or main competitors (market downturn, pandemic, etc.), a major change in the Group’s scope of consolidation following a merger, acquisition or disposal, or the creation or termination of a significant business activity or a change in accounting principles . Any changes made to the policy must, however, be in the Company’s best interests. If such a specific situation were to occur, the adjustments made to the compensation policy for Corporate Officers would be publicly disclosed.
Pursuant to article L.225-37-2-II of the French Commercial Code, the compensation policies for Sodexo’s Corporate Officers will be submitted for approval at the Ordinary Annual Shareholders Meeting to be held on January 12, 2021.