Fiscal 2021 Universal Registration Document

6. Corporate governance

,TYPE OF COMPENSATION OR BENEFITS AMOUNTS PAID DURING FISCAL 2022 AMOUNTS AWARDED FOR FISCAL 2022 OR ACCOUNTING VALUE COMMENTS
Non-compete indemnity Non-compete

indemnity

AMOUNTS PAID DURING FISCAL 2022 €1,045,000*
Non-compete

indemnity

AMOUNTS AWARDED FOR FISCAL 2022 OR ACCOUNTING VALUE €3,420,000
Non-compete

indemnity

COMMENTS

The Covid-19 pandemic has forced Sodexo and traditional players to develop their business model to face the emergence of new sources of competition. Therefore, the scope of the non-compete agreement initially entered into no longer reflects recent and unpredictable developments within Sodexo's sector of activity, massively impacted by the Covid-19 crisis. In this context, as the 2018 noncompete agreement was not sufficiently protective of the Company’s interests, the Board of Directors decided to modify the scope of this non-compete agreement, as follows: 

  • an extension of the agreement term from two to three years; 
  • a more comprehensive list of competitors to take into account the changing competitive landscape; 
  • additional clauses including a non-solicitation clause for the Group’s key managers and client; and 
  • financial consideration based on 24 months of the fixed and variable annual compensation attributed to Denis Machuel for Fiscal 2021, with payment staggered over the duration of the commitment. 
Supplemental pension plan

Supplemental pension plan

AMOUNTS PAID DURING FISCAL 2022

No amounts paid

Supplemental pension plan

AMOUNTS AWARDED FOR FISCAL 2022 OR ACCOUNTING VALUE

No amounts awarded

Supplemental pension plan

COMMENTS

No rights to the supplementary defined benefit pension plan provided for in article 39 of the French General Tax Code and article

L.137-11-2

of the French Social Security Code have been granted to

Denis Machuel

in respect of the Fiscal 2022.

Fringe benefits

Fringe benefits

AMOUNTS PAID DURING FISCAL 2022 €29,448

Fringe benefits

AMOUNTS AWARDED FOR FISCAL 2022 OR ACCOUNTING VALUE €29,448

Fringe benefits

COMMENTS

Denis Machuel had the use of a Company car and is the beneficiary of an unemployment insurance policy.

In accordance with the remuneration policy approved at the Annual Shareholders Meeting, coverage under health and benefit plans has been extended for a period of 12 months. The plan was extended through the purchase of an individual insurance contract with an external insurer. The Group has thus awarded Denis Machuel the equivalent amount of the contribution, 13,635 euro.

* Amounts paid in Fiscal 2022 subject to shareholder approval at the December 2021 Annual Shareholders Meeting.

Denis Machuel is not eligible for any of the following types of compensation or benefits: multi-year variable compensation, exceptional compensation or termination benefit.

6.5.2.5 Pay equity ratio between the compensation paid to the Company’s executive Corporate Officers and the average and median compensation received by Sodexo employees

In accordance with article L.225-37-3 of the French Commercial Code, the table below shows the ratios between the level of compensation of the Chairman of the Board of Directors, of the Chief Executive Officer and the average and median compensation of Sodexo employees over the last five years on a full time equivalent basis.

These ratios were established by referring to the AFEP guidelines on compensation multiples published on January 28, 2021.

Compensation elements

The compensation of executive directors and employees retained includes all fixed and variable compensation components, and benefits of all kinds paid over the last five fiscal years. The method for determining and valuing the elements of compensation for executive directors and employees is therefore harmonized.

Performance share value has been taken into account at grant value under IFRS rules on the grant date.

Perimeter

The ratio below are proposed for two scopes: The listed company Sodexo S.A. including around 450 employees, and an extended scope including the holdings of the Sodexo Group in France as well as the On-site activity in France, for around 27,000 employees, i.e. 79% of the total workforce in France.