Directors are prohibited from trading in Sodexo securities as follows:
Transactions in the Company’s securities carried out by directors must be disclosed to the French securities regulator (Autorité des marchés financiers – AMF) within three trading days of the transaction date. Directors are required to inform the Group Legal Department of all transactions in Sodexo securities.
Upon joining the Board, all directors receive training adapted to their specific needs. They meet the Chairwoman of the Board of Directors, the Chief Executive Officer and Group executives. Meetings are also organized with certain executives and external advisors. Site visits are arranged to provide an overview of the Group’s businesses and a better understanding of each activity. Directors may also receive additional training on corporate responsibility or other matters. Board member training is a continuous process, throughout the term of office.
In this respect, a two-day training course was organized in June 2021. Designed for directors recently appointed to the Board, the course was available to all directors, including directors representing employees.
Representatives from the central functions led this course, which focused on the following topics:
Each function involved in the course presented the relevant regulatory framework and the upcoming challenges for the Group.
In addition, the Board ensures that directors representing employees are given the necessary time to prepare their participation in each Board meeting and that they receive the number of training hours required under the applicable legal provisions. Since joining Sodexo’s Board of Directors, Philippe Besson and Cathy Martin have participated in several training seminars organized by the French Institute of Directors (IFA) as well as in-house training courses delivered by several of the Company’s corporate functions, which are open to all of Sodexo’s directors. In addition, both Philippe Besson and Cathy Martin have undergone training that leads to certification as Board directors which includes modules on corporate responsibility and ethics. They began this training in Fiscal 2019 and were both certified during Fiscal 2020.
The Board of Directors is a collegial body that acts in the Company’s best interests, in line with the Group’s corporate mission, and in the best interests of all of the Company’s shareholders.
The Board defines Sodexo’s strategy, long-term objectives and overall policies, in consideration of the social and environmental issues related to its activities, and ensures that they are properly implemented.
It regularly carries out the controls and verifications that it deems appropriate (particularly concerning progress made on the performance metrics set by the Board).
It appoints the Corporate Officers responsible for managing the Group’s general policies.
The Board of Directors ensures the existence and effectiveness of the management of the Group’s commitments, risks and internal control procedures, and oversees the quality of the information provided to shareholders and the financial markets in the financial statements and in connection with major financial transactions.
It ensures the implementation of a mechanism for the prevention and detection of corruption and influence peddling and receives all the information necessary for this purpose.
The Board of Directors also ensures that the Chief Executive Officer implements non-discrimination and diversity policies and a vigilance plan.
As required by law, the Board of Directors approves the financial statements for publication, decides on appropriation of net income, proposes dividends, and makes decisions on significant investments and the Group’s financial policy.
At least five days ahead of Board meetings, each director is given briefing documents so that he or she can review and/or investigate the issues to be discussed.
The Group’s senior executives make regular presentations to the Board of Directors, in particular at the meeting during which the budget is discussed:
The Board of Directors performs periodic in-depth reviews of the financial statements at meetings attended as necessary by members of the Group’s operational and functional management teams as well as by the external auditors.
The Board of Directors meets at least once a year without the presence of executive management and employee representatives.
The Board of Directors is also kept regularly informed of questions, comments or criticism from shareholders, whether at meetings with shareholders or by mail, e-mail or conference call.
