On January 21, 2014, the Shareholders Meeting decided on the conditions of appointment to the Board of Directors of one or more directors representing employees. Directors representing employees are appointed for a period of three years. Subject to the specific legal provisions applicable to them, directors representing employees are bound by the same legal and corporate rules and regulations (including the Company’s bylaws and the Board of Directors’ Internal Rules) and have the same rights and are subject to the same obligations as those applicable to the other Company’s directors.
Initially, one director representing employees, Philippe Besson, was appointed by the trade union that obtained the most votes in the first round of the most recent elections in France of union representatives and joined the Board at its meeting on June 18, 2014. He was then reappointed in 2017 and again in 2020 for an additional three-year term effective from the Annual Shareholders Meeting held on January 21, 2020.
A second director representing employees, Cathy Martin, was appointed by the European Works Council and became a member of the Board at its meeting on September 10, 2015. She was reappointed in 2018 and again in 2020 for a further three-year term starting from the Annual Shareholders Meeting held on January 12, 2021.
In addition, in accordance with the applicable law, a member of the Social and Economic Committee (Comité social et économique) sits on the Board of Directors in an advisory capacity.
The Board does not have any directors representing employee shareholders, as the amount of the Company’s capital held by employees does not exceed the 3% threshold that triggers the requirement for such a director, as set in article L.22-10-5 (formerly article L.225-23) of the French Commercial Code.
Sodexo is governed by a Board of Directors, which has been chaired by Sophie Bellon since January 26, 2016.
The Chairwoman of the Board of Directors represents the Board, organizes and directs its work, and reports to the shareholders at the Shareholders Meeting. The Chairwoman also represents the Board of Directors in matters concerning third parties such as employee representatives and Statutory Auditors. In addition, she is responsible for shareholder relations, particularly concerning Corporate Governance matters, and reports to the Board of Directors on this role. The Chairwoman oversees the functioning of the Company’s Corporate Governance structures and, in particular, ensures that the Board members are able to fulfill their duties. Moreover, in order to make the positions of the Chairwoman of the Board of Directors and the Chief Executive Officer more complementary, the Chairwoman assists the Chief Executive Officer in his strategic review by providing the right level of support and challenge to create a shared corporate vision and common goals. In addition, Sophie Bellon plays an important role as the Group’s ambassador with respect to all of its stakeholders, including employees, customers, non-governmental organizations (NGOs) and public bodies in order to promote the Group’s needs, capabilities and offerings.
Exceptionally, given that Denis Machuel’s duties as Chief Executive Officer terminated on September 30, 2021 (see section 6.2.1), the Board of Directors asked Sophie Bellon to assume the duties of Chief Executive Officer as from that date, on an interim basis. Once a new Chief Executive Officer has been appointed, the roles of Chairwoman and Chief Executive Officer will once again be separated.
Given that the combining of the roles of Chairwoman of the Board of Directors and Chief Executive Officer is both exceptional and temporary, the Board of Directors, on the recommendation of the Nominating Committee, did not consider it necessary or timely to name a lead independent director.
In addition to the Company’s bylaws, the Board of Directors is governed by the Board’s Internal Rules, which notably set out the Board’s mission, the minimum and maximum number of Board members, the rules of the Directors’ charter, the minimum number of Board meetings and the rules for allocating directors’ compensation. The Internal Rules also set the criteria for assessing the performance of the Board, set the limits to the powers of the Chief Executive Officer, and define the policy for issuing guarantees.
The Internal Rules are regularly reviewed by the Board of Directors and comply with the AFEP-MEDEF Code as revised in January 2020.
The full version of the Board of Directors’ Internal Rules is available on the Group’s website (www.sodexo.com) and a summary of its principal components is provided below.
The main components of the Directors’ charter are described below. Each director should be mindful of the corporate interest, exercise good judgment (particularly of situations, strategies and people), and look to the future in order to identify the risks and strategic challenges that lie ahead. Directors should also maintain their independence, be focused, active and engaged, and act with integrity.
Each director must personally own at least 400 Sodexo shares by the end of their first year of office (except for directors representing employees to whom no such requirement applies in accordance with French law).
To the extent possible, all Sodexo directors should attend Shareholders Meetings. Any director of Sodexo who obtains undisclosed information during the course of his or her duties is subject to insider trading legislation. In accordance with the European Market Abuse Regulation, the Company may prepare specific insider lists if insider information has been identified and a decision has been made to postpone the publication of the relevant information.
