Fiscal 2020 Universal Registration Document

TABLE 3, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2009-16

		FISCAL 2020		FISCAL 2019
DIRECTORS (in euro)		AMOUNT AWARDED	AMOUNT PAID	AMOUNT AWARDED	AMOUNT PAID
Emmanuel Babeau	Emmanuel Babeau Directors’ compensation	Emmanuel Babeau FISCAL 2020 65,500	Emmanuel Babeau FISCAL 2019 65,500	81,600	81,600
Robert Baconnier⁽¹⁾	Robert Baconnier ⁽¹⁾ Directors’ compensation	Robert Baconnier ⁽¹⁾ FISCAL 2020 33,550	Robert Baconnier ⁽¹⁾ FISCAL 2019 33,550	63,100	63,100
Astrid Bellon⁽²⁾	Astrid Bellon ⁽²⁾ Directors’ compensation	Astrid Bellon ⁽²⁾ FISCAL 2020 26,000	Astrid Bellon ⁽²⁾ FISCAL 2019 26,000	36,000	36,000
	Bellon compensation	FISCAL 2020 146,667	FISCAL 2019 146,667	146,666	146,666
Bernard Bellon	Bernard Bellon Directors’ compensation	Bernard Bellon FISCAL 2020 -	Bernard Bellon FISCAL 2019 -	36,000	36,000
	Bellon compensation	FISCAL 2020 -	FISCAL 2019 -	2,000	2,000
François-Xavier Bellon	François-Xavier Bellon Directors’ compensation	François-Xavier Bellon FISCAL 2020 65,500	François-Xavier Bellon FISCAL 2019 65,500	63,500	63,500
	Bellon compensation	FISCAL 2020 390,000	FISCAL 2019 390,000	355,000	355,000
Nathalie Bellon-Szabo⁽³⁾	Nathalie Bellon-Szabo ⁽³⁾ Directors’ compensation	Nathalie Bellon-Szabo ⁽³⁾ FISCAL 2020 63,100	Nathalie Bellon-Szabo ⁽³⁾ FISCAL 2019 63,100	63,100	63,100
	Other compensation	FISCAL 2020 490,758	FISCAL 2019 490,758	527,993	527,993
Philippe Besson⁽⁴⁾	Philippe Besson ⁽⁴⁾ Directors’ compensation	Philippe Besson ⁽⁴⁾ FISCAL 2020 65,500	Philippe Besson ⁽⁴⁾ FISCAL 2019 65,500	65,500	65,500
Françoise Brougher	Françoise Brougher Directors’ compensation	Françoise Brougher FISCAL 2020 71,550	Françoise Brougher FISCAL 2019 71,550	98,600	98,600
Soumitra Dutta	Soumitra Dutta Directors’ compensation	Soumitra Dutta FISCAL 2020 71,750	Soumitra Dutta FISCAL 2019 71,750	67,750	67,750
Véronique Laury⁽⁵⁾	Véronique Laury ⁽⁵⁾ Directors’ compensation	Véronique Laury ⁽⁵⁾ FISCAL 2020 22,000	Véronique Laury ⁽⁵⁾ FISCAL 2019 22,000	-	-
Cathy Martin⁽⁴⁾	Cathy Martin ⁽⁴⁾ Directors’ compensation	Cathy Martin ⁽⁴⁾ FISCAL 2020 57,500	Cathy Martin ⁽⁴⁾ FISCAL 2019 57,500	61,500	61,500
Luc Messier⁽⁵⁾	Luc Messier ⁽⁵⁾ Directors’ compensation	Luc Messier ⁽⁵⁾ FISCAL 2020 23,250	Luc Messier ⁽⁵⁾ FISCAL 2019 23,250	-	-
Sophie Stabile	Sophie Stabile Directors’ compensation	Sophie Stabile FISCAL 2020 103,000	Sophie Stabile FISCAL 2019 103,000	80,500	80,500
Cécile Tandeau de Marsac	Cécile Tandeau de Marsac Directors’ compensation	Cécile Tandeau de Marsac FISCAL 2020 120,600	Cécile Tandeau de Marsac FISCAL 2019 120,600	105,600	105,600

(1) At the Annual Shareholders Meeting of January 21, 2020, the shareholders noted that Robert Baconnier’s term of office had expired and that he did not wish to be reappointed as a director.
(2) At the Annual Shareholders Meeting of January 21, 2020, the shareholders noted that Astrid Bellon no longer wished to be a member of Sodexo S.A.’s Board of Directors as from January 21, 2020. Astrid Bellon received other compensation for her role as a member of Bellon SA’s Management Board during fiscal year.
(3) Nathalie Bellon-Szabo received other compensation during the fiscal year for her role as a member of Bellon SA’s Management Board (190,000 euro for Fiscal 2020 and 275,000 for Fiscal 2019) as well as for her roles as Chief Executive Officer of Sodexo Sports et Loisirs France and Chief Operating Officer of Sodexo Sports and Leisure worldwide (On-site Services) (300,758 euro for Fiscal 2020 and 249,410 euro for Fiscal 2019). She also has the use of a Company car.
(4) Philippe Besson and Cathy Martin are directors representing employees. The salaries they receive under their employment contracts are not disclosed for confidentiality reasons. At Philippe Besson’s request, part of the compensation due to him for his role as director representing employees is paid to the trade union that appointed him (21,429 euro paid to Philippe Besson and 44,071 euro paid to his trade union during Fiscal 2020).
(5) Véronique Laury and Luc Messier were appointed as new directors at the Annual Shareholders Meeting of January 21, 2020.

5.5.4 Compensation policy for members of the Executive Committee

The compensation policy applicable to members of the Executive Committee is reviewed each year by the Compensation Committee and the Board of Directors. It is fully aligned with that of the Chief Executive Officer.

The compensation of Executive Committee members is made up of the following:

a fixed salary;
an annual variable compensation. Depending on the Executive Committee member, the annual variable compensation represents between 50% and 80% of their fixed salary. The bonus is calculated and paid following the close of the fiscal year to which it applies and after the Board of Directors has approved the financial statements.
a long-term incentive plan, consisting of restricted share grants. S hares are subject to continued presence and performance conditions. The applicable performance conditions and the proportion of shares subject to each condition are equivalent to those set for the Chief Executive Officer and described in section 5.5.1.4 of this Universal Registration Document.

In addition to this compensation, Executive Committee members may receive fringe benefits (primarily a car and a travel allowance) and pension plan contributions (under defined contribution and, where applicable, defined benefit, plans).

Given the unprecedented sanitary crisis caused by the Covid-19 pandemic and its resulting social and economic impacts, the Board of Directors decided to reduce the Executive Committee

Fiscal 2020 Universal Registration Document

5. Corporate governance

TABLE 3, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2009-16

5.5.4 Compensation policy for members of the Executive Committee