The compensation of the Chairwoman of the Board of Directors comprises fixed compensation, collective health and benefit plans as well as a car.
As the Chairwoman is a non-executive Corporate Officer, in line with market practices in France, she does not receive any short-term annual variable compensation or any multi-year variable compensation, or any long-term incentive plan.
The Chairwoman's fixed compensation is benchmarked and is awarded as payment for duties and responsibilities inherent to such position.
The following factors are taken into account:
The compensation policy may be modified during the term of the corporate office and prior to its renewal if there is a significant evolution in the scope of responsibility, which may be related to the Company's evolution, or if there is a major disparity with the market. In such specific situations, the nature of any adjustment to the fixed compensation and the related motives should be publicly disclosed.
The annual fixed compensation of Sophie Bellon, Chairwoman of the Board of Directors, is 675,000 euro, unchanged since the Annual Shareholders Meeting of January 23, 2018.
Following the termination of the term of office of Denis Machuel as Chief Executive Officer on September 30, 2021, and pending the appointment of a new Chief Executive Officer, the Board of Directors put in place an interim governance structure. Accordingly, the Chairwoman of the Board of Directors has also been acting as interim Chief Executive Officer since October 1, 2021 and receives additional fixed compensation of 18,750 euro per month for this office, raising her annual fixed compensation to 900,000 euro.
This additional compensation, will end on the appointment of a new Chief Executive Officer.
The Chairwoman's compensation structure remains unchanged over the interim period, without any variable compensation or free share awards. No other compensation or benefit tied to the Chief Executive Officer role will be granted during the interim governance.
The Chairwoman of the Board of Directors is a member of the Company's collective health and benefit plans, subject to the same terms and conditions as those applicable to all employees of the Group's French entities. These plans are as follows:
The Chairwoman of the Board of Directors has the use of a Company car. The insurance, maintenance and fuel costs (related to professional use) are covered by Sodexo.
The Chairwoman of the Board of Directors does not receive any other compensation for her duties as a director or for attending specialized Committee meetings. Additionally, she would not receive a termination benefit if her corporate office were to be terminated.
The Chief Executive Officer's compensation includes annual fixed and variable compensation and long-term compensation. The Chief Executive Officer also receives other benefits, such as a supplemental pension plan, collective health and benefit plans, a termination benefit and/or a non-compete indemnity, as well as benefits in kind.
The aim of the compensation policy for the Chief Executive Officer is to achieve a balance between short and long-term performance in order to promote the Group's development for the benefit of all of its stakeholders, in line with a sound risk management strategy.
To this end, and with a view to protecting stakeholders interests, the Company strives to ensure consistency between the Chief Executive Officer's compensation package and Sodexo's performance. In this respect, a correlation analysis between the change in the Chief Executive Officer's compensation and the change in the stock market performance compared with companies on the benchmark panel is presented every year to the Compensation Committee.
