Fiscal 2021 Universal Registration Document

6. Corporate governance

Board meetings during the fiscal year

 

BOARD MEETINGS

The Board of Directors met thirteen times during Fiscal 2021 (including by videoconference or audioconference), therefore more than fulfilling the minimum requirement of six meetings per year as stated in the Board of Directors’ Internal Rules. The Board’s work during the year mainly related to the following areas:

CORPORATE GOVERNANCE
  • approving the Management Report of the Board of Directors and the Corporate Governance Report for Fiscal 2020;
  • reviewing the Fiscal 2020 Universal Registration Document;
  • reviewing the operating procedures and membership structure of the Board of Directors and the specialized Committees;
  • proposing the reappointment of three directors, including the Chairwoman of the Board of Directors, and the non-renewal of a term of office due to expire;
  • proposing the appointment of a new independent director;
  • proposing the reappointment of one of the Statutory Auditors;
  • assessing directors’ independence;
  • reviewing the charters of the specialized Committees;
  • the annual review of the related-party agreement, and more specifically the renewal of the service agreement between the Company and Bellon SA;
  • calling the Annual Shareholders Meeting, preparing the Board of Directors’ Report to the Annual Shareholders Meeting, and reviewing the resolutions to be put to the shareholders’ vote;
  • reviewing the results of the employee engagement survey;
  • reviewing corporate responsibility issues;
  • reviewing the Group’s ethics and compliance programs;
  • examining the work carried out and recommendations made by the Nominating Committee;
  • deciding on the termination of the duties of the Chief Executive Officer, the temporary combination of the roles of Chairman of the Board of Directors and Chief Executive Officer and the appointment of the Chairwoman of the Board of Directors as Chief Executive Officer on an interim basis.
Compensation
  • reviewing the compensation of Board members;
  • approving the compensation and benefits of the Chief Executive Officer;
  • approving the compensation and benefits of the Chairwoman of the Board of Directors;
  • defining the compensation policy of the Chairwoman of the Board and the Chief Executive Officer, as well as the compensation policy for directors to be submitted to the Annual Shareholders Meeting;
  • reviewing gender pay equity;
  • adopting the restricted and performance share plans;
  • determining the achievement levels of the performance conditions for the 2017 performance share plan;
  • more generally, examining the work carried out and recommendations made by the Compensation Committee.
Financial statements and financial management
  • reviewing and approving the financial statements of the Company and the Group for Fiscal 2020;
  • appropriating net income for Fiscal 2020;
  • examining the Group budget for Fiscal 2021;
  • reviewing the preparation of the Investor Day;
  • examining Sodexo’s share performance and feedback from investors and analysts;
  • regularly renewing the authorizations granted to the Chief Executive Officer for issuing guarantees up to a certain threshold;
  • putting in place the share buyback program;
  • reviewing and approving the consolidated financial statements for the first half of Fiscal 2021 and the Interim Financial Report;
  • examining business trends for the end of Fiscal 2021;
  • approving forecast documents;
  • regularly reviewing the management and impact of the Covid-19 crisis, including its impacts on liquidity;
  • more generally, examining the Statutory Auditors’ Reports and analyzing the work of the Audit Committee and approving its recommendations.
Group business and strategy
  • regularly reviewing the Group’s various business activities and segments, as well as their growth outlook and competitive environment;
  • reviewing the portfolio;
  • reviewing the food transformation;
  • regularly reviewing strategic opportunities, especially in terms of external growth and divestments.

Each year, a whole day is devoted to strategy presentations by operational and support teams, in addition to the plans that are regularly presented during the year at other Board meetings. These annual presentations are an occasion for high-quality discussions between the directors and the Company’s senior management team and are extremely appreciated by everyone involved.