Fiscal 2021 Universal Registration Document

6. Corporate governance

6.5.1.1 General principles for Corporate Officers’ compensation
The Board of Directors ensures that the compensation policy for Corporate Officers is adapted to the Company's strategy and operating context and that its purpose is to enhance Sodexo's medium and long-term performance and competitiveness by attracting and retaining the best talents. The policy is based on the following principles:
COMPLIANCE The compensation policy for the Company’s Corporate Officers is determined in accordance with the recommendations of the AFEP-MEDEF Code.
COMPETITIVENESS Market studies are regularly conducted including with the assistance of external consulting firms in order to benchmark the Company’s compensation packages against its peers (comparable companies in size and geographic scope), to form an overall vision of the challenges surrounding competitive compensation. The Compensation Committee uses two peer groups to review and analyze its compensation practices, considering that it is important to examine large companies in the French market (CAC 40 companies excluding banks and insurance companies) as well as large companies operating in the Company's sector in international markets (main competitors).
COMPLETENESS – BALANCE A comprehensive analysis of all of the components of Corporate Officers’ compensation and benefits is conducted using a component-by-component approach. An overall consistency analysis is also performed to ensure that the best balance is achieved between fixed and variable, individual and collective, and shortand long-term.
ALIGNMENT OF INTERESTS Aligning interests means both ensuring that the Company has the ability to attract, motivate and retain the talent that it needs, and at the same time, meeting the expectations of the Company’s shareholders and other stakeholders, particularly in terms of Corporate Social Responsibility, transparency, and associating compensation with performance.
PERFORMANCE The performance conditions applicable to Corporate Officers' compensation are stringent and are based on the key factors that contribute to the Company's profitable and sustainable growth. They are also in line with the Company's published targets. Performance is assessed based on three factors, which are set out in the short and long-term variable compensation plans applicable to the Group’s senior executives: (i) core financial performance, (ii) performance relative to Group peers and (iii) sustainable and responsible performance.
TRANSPARENCY The Corporate Officers’ compensation policy is governed by clear, straightforward and transparent rules. The Compensation Committee ensures that all of these principles are appropriately applied both in the work it performs and the recommendations it issues to the Board of Directors, as much in terms of determining the compensation policy as well as its implementation and the actual amounts of the compensation and benefits.
6.5.1.2 Shareholder engagement

Sodexo actively engages with its institutional shareholders and proxy advisors via regular meetings held to discuss the specific characteristics of the Group's governance as well as best practices and developments concerning governance and compensation. During Fiscal 2021, a large number of meetings were held between the Chairwoman and the Secretary of the Board and Sodexo's institutional shareholders. In addition, the Investor Relations team frequently liaises with institutional shareholders teams responsible for ESG and proxy analysis. The discussions with shareholders in Fiscal 2021 focused notably on:

  • the change of governance, with the departure of Denis Machuel and the search for his successor; 
  • the reasons for the regulated agreement between Sodexo and Bellon SA, to protect the status of a family-run holding company and defend the mission, values and ethical principles established by the founder, Mr. Pierre Bellon, and which are the basis of Sodexo's culture and service spirit; 
  • the new performance condition based on the CSR scorecard, combining performance indicators on responsible purchasing, food waste, energy management and sustainable food.

The Chairwoman participated in a series of meetings with the largest shareholders, representing approximately 20% of the Group's capital, and relayed more widely by the Investor Relations team.

Individual shareholders who are members of the Shareholders Club are also invited to share their areas of interest so that the Company can more effectively prepare the Annual Shareholders Meeting and answer any questions they may have.

Voting results in the Fiscal 2020 AGM were:

99.9%

of shareholders voted in favor of the envelope for directors compensation

99.8%

of shareholders voted in favor of the Chairwoman's compensation for Fiscal 2020

99.0%

of shareholders voted in favor of the Chief Executive Officer’s compensation for Fiscal 2020

97.7%

of shareholders approved the compensation policy for the Chairwoman for Fiscal 2021

96.6%

of shareholders approved the compensation policy for the Chief Executive Officer for Fiscal 2021