Fiscal 2020 Universal Registration Document

5. Corporate governance



WEIGHTING OF TARGETS MAXIMUM IN% OF TARGET ACHIEVEMENT RATE CORRESPONDING AMOUNT
(in euro)
70% based on financial targets

70% based on financial targets


Organic growth

70% based on financial targets

WEIGHTING OF TARGETS

20%

70% based on financial targets

MAXIMUM IN% OF TARGET

175%

70% based on financial targets

ACHIEVEMENT RATE

100%

70% based on financial targets

CORRESPONDING AMOUNT
(in euro)

180,000


Underlying operating profit margin (excluding exchange rate impacts)


20%

WEIGHTING OF TARGETS

175%

MAXIMUM IN% OF TARGET

86%

ACHIEVEMENT RATE

154,800


Growth in Group net income


10%

WEIGHTING OF TARGETS

175%

MAXIMUM IN% OF TARGET

0%

ACHIEVEMENT RATE

0


Free cash flow


20%

WEIGHTING OF TARGETS

175%

MAXIMUM IN% OF TARGET

175%

ACHIEVEMENT RATE

315,000


Total financial targets


70%

WEIGHTING OF TARGETS

175%

MAXIMUM IN% OF TARGET

103%

ACHIEVEMENT RATE

649,800

30% based on non-financial targets

30% based on non-financial targets


Health and safety target

30% based on non-financial targets

WEIGHTING OF TARGETS

10%

30% based on non-financial targets

MAXIMUM IN% OF TARGET

100%

30% based on non-financial targets

ACHIEVEMENT RATE

100%

30% based on non-financial targets

CORRESPONDING AMOUNT
(in euro)

90,000


Talent management


10%

WEIGHTING OF TARGETS

100%

MAXIMUM IN% OF TARGET

70%

ACHIEVEMENT RATE

63,000


Dow Jones Sustainability Index, industry leader position


10%

WEIGHTING OF TARGETS

100%

MAXIMUM IN% OF TARGET

100%

ACHIEVEMENT RATE

90,000


Total non-financial targets


30%

WEIGHTING OF TARGETS

100%

MAXIMUM IN% OF TARGET

90%

ACHIEVEMENT RATE

243,000

TOTAL VARIABLE COMPENSATION FOR FISCAL 2019

TOTAL VARIABLE COMPENSATION FOR FISCAL 2019


100%

TOTAL VARIABLE COMPENSATION FOR FISCAL 2019

WEIGHTING OF TARGETS

150%

TOTAL VARIABLE COMPENSATION FOR FISCAL 2019

MAXIMUM IN% OF TARGET

99%

TOTAL VARIABLE COMPENSATION FOR FISCAL 2019

ACHIEVEMENT RATE

892,800


Performance shares granted to the Chief Executive Officer during Fiscal 2020

In accordance with the compensation policy approved by the shareholders at the Combined Annual Shareholders Meeting of January 21, 2020, the vesting period of shares granted under restricted share plans was reduced from four years to three years in order to align the vesting periods with the periods used to measure the achievement of the applicable performance conditions as well as to market practices. The timing of when the plans are usually set up was therefore also changed (i.e. during the first quarter of each fiscal year, aft er the publication of the financial statements for the previous fiscal year).

Consequently, in order to maintain a regular annual delivery of performance shares, no performance shares were granted to the Chief Executive Officer during Fiscal 2020.

Performance shares that became available during Fiscal 2020

TABLE 7, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2009-16
NPLAN NO. AND DATE NUMBER OF SHARES THAT BECAME AVAILABLE DURING FISCAL 2020
Plan no. 2016 dated April 27, 2016

Plan no. 2016 dated April 27, 2016

NUMBER OF SHARES THAT BECAME AVAILABLE DURING FISCAL 2020

6,750


At its meeting on April 27, 2016, the Board of Directors decided, under its 2016 restricted share plan implemented pursuant to the authorization granted by the Annual Shareholders Meeting of January 26, 2016, to grant 13,500 restricted shares to Denis Machuel, who at the time was a member of Sodexo’s Executive Committee. These shares were subject to a four-year vesting period expiring on April 27, 2020 and to the following vesting conditions:

  • 50% of the shares granted were subject to a continued presence condition; and
  • 50% of the shares (referred to as “performance shares”) were subject to a continued presence condition and a performance condition.

The performance condition was as follows:

(i) The vesting of 50% of the performance shares was subject to the average growth in operating profit (before exceptional items and excluding currency effects) in line with the external objectives of Sodexo, of between +8% to +10% per year for Fiscal 2016, Fiscal 2017, Fiscal 2018 and Fiscal 2019, as follows:

GROWTH IN OPERATING PROFIT

(AVERAGE GROWTH PER YEAR FOR FISCAL 2016, FISCAL 2017,
FISCAL 2018 AND FISCAL 2019)

NUMBER* OF VESTED SHARES

(% OF THE NUMBER OF SHARES SUBJECT TO THE CONDITION OF GROWTH IN OPERATING PROFIT)

Less than 8% per year

Less than 8% per year

NUMBER* OF VESTED SHARES

(% OF THE NUMBER OF SHARES SUBJECT TO THE CONDITION OF GROWTH IN OPERATING PROFIT)

0%

Between 8% and 9% per year

Between 8% and 9% per year

NUMBER* OF VESTED SHARES

(% OF THE NUMBER OF SHARES SUBJECT TO THE CONDITION OF GROWTH IN OPERATING PROFIT)

30%-60%

Between 9% and 10% per year

Between 9% and 10% per year

NUMBER* OF VESTED SHARES

(% OF THE NUMBER OF SHARES SUBJECT TO THE CONDITION OF GROWTH IN OPERATING PROFIT)

60%-100%

10% or higher per year

10% or higher per year

NUMBER* OF VESTED SHARES

(% OF THE NUMBER OF SHARES SUBJECT TO THE CONDITION OF GROWTH IN OPERATING PROFIT)

100%

* Roundown to the closest whole number.