The compensation policy for Sodexo’s directors is intended to remunerate the work they perform at Board and Committee meetings, without however encouraging an excessive number of meetings.
Sodexo’s policy has always been to regularly review the overall envelope for directors’ compensation. This envelope was increased by 11% in 2015, 5% in 2017, and 22% in 2018.
The current total annual envelope for directors’ compensation is 900,000 euro, unchanged since the Annual Shareholders Meeting of January 23, 2018 (eleventh resolution).
A review of whether the overall amount of this compensation is appropriate was intended to be performed in Fiscal 2020. However, given the unprecedented sanitary crisis caused by the Covid-19 pandemic and its resulting social and economic impacts, acting on the recommendation of the Compensation Committee, the Board of Directors decided to freeze this overall amount for Fiscal 2021.
The procedures for allocating director’s fixed and variable compensation have been decided by the Board of Directors for Fiscal 2021. However, these procedures may be reviewed by the Board of Directors in the event of a change in the Board of Directors’ composition or a change to take into account an increase in the workload or responsibilities.
The procedures for allocating the overall amount of compensation among the individual directors are set by the Board of Directors, based on the recommendation of the Compensation Committee. Currently, each director receives annual fixed compensation of 20,000 euro for their participation in Board meetings and 5,500 euro for their participation in meetings of each specialized Committee of which they are a member.
A further fixed annual amount of 20,000 euro is allocated to each Chair of the specialized Committees.
The fixed portion of directors’ compensation is calculated proportionately to the time served on the Board by each director during a given fiscal year.
Upon recommendation of the Compensation Committee, the Board maintained the variable compensation for each Board meeting attended at 4,000 euro and for each specialized Committee meeting attended at 2,400 euro.
This variable compensation is not, however, awarded for Board meetings that take place by way of written consultation in accordance with the conditions set in the applicable regulations, or for any ad hoc meetings.
A travel allowance of 1,250 euro per Board meeting attended is paid to directors traveling from the United States.
| (in euro) | ANNUAL FIXED COMPENSATION | ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE | VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING |
|---|---|---|---|
| Board of Directors | Board of Directors ANNUAL FIXED COMPENSATION 20,000 | Board of Directors VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING 4,000 | |
| Audit Committee | Audit Committee ANNUAL FIXED COMPENSATION 5,500 | Audit Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE 20,000 | Audit Committee VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING 2,400 |
| Nominating Committee | Nominating Committee ANNUAL FIXED COMPENSATION 5,500 | Nominating Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE 20,000 | Nominating Committee VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING 2,400 |
| Compensation Committee | Compensation Committee ANNUAL FIXED COMPENSATION 5,500 | Compensation Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE 20,000 | Compensation Committee VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING 2,400 |
A review of whether the overall amount of this compensation is appropriate was intended to be performed in Fiscal 2020. However, given the unprecedented sanitary crisis caused by the Covid-19 pandemic and its resulting social and economic impacts, acting on the recommendation of the Compensation Committee, the Board of Directors decided to freeze this overall amount for Fiscal 2021.
