Fiscal 2020 Universal Registration Document

5. Corporate governance General principles for Corporate Officers’ compensation

The Board of Directors ensures that the compensation policy for Corporate Officer s is adapted to the Company’s strategy and operating context and that its purpose is to enhance Sodexo’s medium and long-term performance and competitiveness in order to attract and retain the best talents. The policy is based on the following principles:


The compensation policy for the Company’s Corporate Officers is determined in accordance with the recommendations of the AFEP-MEDEF Code.


Research is regularly conducted – including with the assistance of external consulting firms – in order to benchmark the Company’s compensation packages against panels of its peers (comparable companies in terms of size and international scope), both in the French market (CAC 40 companies excluding banks and insurance companies) and in international markets (main competitors).


A comprehensive analysis of all of the components of Corporate Officers’ compensation and benefits is conducted using a component-by-component approach. An overall consistency analysis is also performed to ensure that the best balance is achieved between fixed and variable, individual and collective, and short- and long-term compensation.


Aligning interests means both ensuring that the Company has the ability to attract, motivate and retain the talent that it needs, and at the same time, meeting the expectations of the Company’s shareholders and other stakeholders, particularly in terms of Corporate Social Responsibility, transparency, and associating compensation with performance.


The performance conditions applicable to Corporate Officers’ compensation are rigorous and are based on the key factors that contribute to the Company’s profitable and sustainable growth. They are also in line with the Company’s published short, medium and long-term targets.


 The Corporate Officers’ compensation policy is governed by clear, straightforward and transparent rules.

The Compensation Committee ensures that all of these principles are appropriately applied in the work it performs and the recommendations it issues to the Board of Directors, both in terms of determining the compensation policy and its implementation, when the actual amounts of the compensation packages are determined. Shareholder engagement


of shareholders voted in favor of the most recent envelope for directors’ compensation


of shareholders voted in favor of the Chairwoman of the Board’s compensation for Fiscal 2019


of shareholders voted in favor of the Chief Executive Officer ’s compensation for Fiscal 2019


of shareholders approved the compensation policy for the Chairwoman of the Board for Fiscal 2020


of shareholders approved the compensation policy for the Chief Executive Officer for Fiscal 2020


of shareholders approved the regulated commitment concerning the Chief Executive Officer ’s supplemental pension plan

Sodexo actively engages with its institutional shareholders and proxy advisors via regular meetings held to discuss the specific characteristics of the Group’s governance as well as best practices and developments concerning governance and compensation. During Fiscal 2020, the Investor Relations team organized a large number of meetings between the Chairwoman and the Secretary of the Board and Sodexo’s institutional shareholders. In addition to these meetings, the Investor Relations team frequently liaises with institutional shareholders’ teams responsible for governance and voting at Shareholders Meetings. The discussions with investors in Fiscal 2020 focused notably on the introduction of a new supplemental pension plan for the Chief Executive Officer (described in section As pension regulations in France have undergone significant change and the circular has not yet been published, the implementation of the new supplemental pension plan remains under review.

Individual shareholders who are members of the Shareholders Club are also invited to share their areas of interest so that the Company can more effectively prepare the Annual Shareholders Meeting and answer any questions they may have.