As previously mentioned, the Chairwoman of the Board of Directors does not receive any directors’ compensation so this compensation policy does not apply to her.
The compensation policy for Sodexo's directors is intended to remunerate the work they perform at Board and Committee meetings, without however encouraging an excessive number of meetings.
Sodexo's policy has always been to regularly review the overall envelope for directors' compensation. This envelope was increased by 11% in 2015, 5% in 2017, and 22% in 2018.
The current total annual envelope for directors' compensation is 900,000 euro, unchanged since the Annual Shareholders Meeting of January 23, 2018 (eleventh resolution).
Following a market study on the compensation received by directors at comparable companies and on the recommendation of the Remuneration Committee the Board of Directors decided to raise the maximum amount to 1,000,000 euro, i.e., an increase of 11%. This increase seeks to provide greater flexibility in the organization of Board meetings, as well as factor in the specific responsibilities and the complexity of the matters handled by the Audit Committee. The amount spent for the previous Fiscal year was 85% of the maximum authorized.
The procedures for allocating directors’ fixed and variable compensation have been decided by the Board of Directors for Fiscal 2022. However, these procedures may be reviewed by the Board of Directors in the event of a change in the Board of Directors'composition or a change to take into account an increase in the workload or responsibilities.
The procedures for allocating the overall amount of compensation among the individual directors are set by the Board of Directors, based on the recommendation of the Compensation Committee. Currently, each director receives annual fixed compensation of 20,000 euro for their participation in Board meetings. Members of the Audit Committee receive 8,000 euro, while members of the Compensation and Nominating Committees receive 6,000 euro
A further annual fixed amount of 22,500 euro is allocated to each Chair of the Nomination and Compensation Committees, while Chair of the Audit Committee will receive 25,000 euro.
The fixed portion of directors' compensation is calculated proportionately to the time served on the Board by each director during a given fiscal year.
Upon recommendation of the Compensation Committee, the Board increased the variable compensation for each Board meeting to 4,500 euro and for each Nomination and Compensation Committee meeting to 3,000 euro, and the Audit Committee to 3,500 euro.
This variable compensation is not, however, awarded for Board meetings that take place by way of written consultation in accordance with the conditions set in the applicable regulations, or for any ad hoc meetings.
A travel allowance of 1,500 euro per Board meeting will be paid to directors traveling from the United States.
| (in euro) | ANNUAL FIXED COMPENSATION | ADDITIONAL ANNUAL FIXEDCOMPENSATION FOR CHAIRING A COMMITTE | VARIABLE COMPENSATION PER ATTENDANCE MEETIN |
|---|---|---|---|
| Board of Directors | Board of Directors ANNUAL FIXED COMPENSATION20,000 |
Board of Directors ADDITIONAL ANNUAL FIXEDCOMPENSATION FOR CHAIRING A COMMITTE
|
Board of Directors VARIABLE COMPENSATION PER ATTENDANCE MEETIN4,500 |
| Audit Committee | Audit Committee ANNUAL FIXED COMPENSATION8,000 |
Audit Committee ADDITIONAL ANNUAL FIXEDCOMPENSATION FOR CHAIRING A COMMITTE25,000 |
Audit Committee VARIABLE COMPENSATION PER ATTENDANCE MEETIN3,500 |
| Nominating Committee | Nominating Committee ANNUAL FIXED COMPENSATION6,000 |
Nominating Committee ADDITIONAL ANNUAL FIXEDCOMPENSATION FOR CHAIRING A COMMITTE22,500 |
Nominating Committee VARIABLE COMPENSATION PER ATTENDANCE MEETIN3,000 |
| Compensation Committee | Compensation Committee ANNUAL FIXED COMPENSATION6,000 |
Compensation Committee ADDITIONAL ANNUAL FIXEDCOMPENSATION FOR CHAIRING A COMMITTE22,500 |
Compensation Committee VARIABLE COMPENSATION PER ATTENDANCE MEETIN3,000 |
The following tables show a breakdown of the various components of Sophie Bellon's compensation during Fiscal 2021.
These components were determined in line with the compensation policy for the Chairwoman of the Board of Directors approved at the January 12, 2021 Ordinary Annual Shareholders Meeting (thirteenth resolution). This policy provides for fixed compensation, collective health and benefit plans as well as benefits in kind. It does not include any other variable or exceptional compensation, long-term compensation or directors' compensation.
At the Ordinary Annual Shareholders Meeting of December 14, 2021, shareholders will be given a "say-on-pay" vote on the total compensation and benefits paid during or awarded for Fiscal 2021 to Sophie Bellon for her duties as Chairwoman of the Board of Directors.
