It is fully in line with the interests of all of Sodexo’s shareholders and stakeholders:
- The presence of a very long-term family shareholder, which is intrinsically in line with the interests of Sodexo’s shareholders, is embodied by the commitment of Mr. and Mrs. Pierre Bellon and their children to not transfer any shares to third parties for 50 years.
- The sole asset of Bellon SA is its shareholding in Sodexo and it does not intend to sell this shareholding to third parties.
- Bellon SA’s interest in the Group’s capital is the guarantee of its independence, allowing it to maintain its values, to carry out its dual mission, to have a long-term strategy, to ensure continuity in management and to guarantee its sustainability.
- The men and women of Sodexo are strongly committed to this independence, as evidenced by the engagement rate.
This independence has contributed significantly to the Group’s growth, and is crucial in the current context of the unprecedented crisis. It has enabled Sodexo to seize development opportunities that will enable it to accelerate its transformation. In the context of the Covid-19 crisis and the weakening of the share price, this independence allows Sodexo to avoid giving in to short-term pressures and to focus on its objective of returning to sustainable growth.
Moreover, given the absence of additional costs and the process used to determine the compensation of the managers concerned, which is fully in line with that of the other members of the Executive Committee, this agreement is neutral for the Company from a financial point of view.
It also ensures the presence of high-quality managers with in-depth knowledge of the Group and significant experience in similar functions. Finally, in order to ensure that this agreement does not contribute to an imbalance of power in favor of Bellon SA, the Board of Directors is committed to ensuring that the rights of all shareholders are effectively protected, through various governance mechanisms:
- a high rate of independence on the Board (70%, which is well above the recommendation of the AFEP-MEDEF Code for a controlled company), which is constantly increasing;
- mostly independent committees, chaired by an independent director;
- the existence of internal regulations and a policy for managing conflicts of interest.
Agreements already approved by Shareholders’ Meetings
Agreements approved in prior years that were implemented during the year
In accordance with article R.225-30 of the French Commercial Code, we were informed of the following agreement, which was approved by the Shareholders’ Meeting in previous years and implemented during the year.
SERVICE AGREEMENT BETWEEN BELLON SA AND SODEXO
- Persons concerned:
Sophie Bellon, Nathalie Bellon-Szabo and François-Xavier Bellon, members of the Board of Directors of Sodexo and members of the Management Board of Bellon SA.
- Purpose and reasons given as to why it is beneficial for the Company:
A service agreement has been in place between Sodexo and Bellon SA, Sodexo’s managing holding company, since 1991.
At its meetings on November 15, 2016 and July 10, 2017, the Board of Directors, on the recommendation of the Audit Committee, approved the revision of this agreement, which was approved by the Shareholders’ Meeting of January 23, 2018.
The new agreement came into effect on November 17, 2016 for a period of five years, i.e., until November 17, 2021.
According to the Board of Directors, under the terms of this agreement, Sodexo benefits from the professional experience and expertise of three Bellon SA managers holding the positions of Group Chief Financial Officer, Group Chief People Officer and Group Chief Growth Officer.
- Terms and conditions:
Under the terms of this agreement, Bellon SA invoices Sodexo for the compensation of the Group Chief Financial Officer, Group Chief People Officer and Group Chief Growth Strategy Officer during the secondment period. Their compensation is rebilled for the exact amount and includes a fixed and variable portion, as well as any related payroll taxes.
The total fees billed under this agreement, and changes compared with the prior year, are reviewed annually by the Audit Committee. In addition, and in compliance with the law, the agreement is reviewed every year by the Board of Directors.
The annual fees payable to Bellon SA are approved each year by the Board of Directors of Sodexo, with none of the directors who are Bellon family members taking part in the vote.
For the year ended August 31, 2021, the fees billed by Bellon SA under this agreement amounted to 1,880,000 euro excluding taxes, relating to the compensation (including payroll taxes) paid to the Group Chief Financial Officer, Group Chief People Officer and Group Chief Growth Strategy Officer.
