Fiscal 2021 Universal Registration Document

6. Corporate governance

    FISCAL 2021 FISCAL 2020
DIRECTORS
(in euro)
  AMOUNT AWARDED AMOUNT PAID AMOUNT AWARDED AMOUNT PAID
Cathy Martin(2) Cathy Martin(2)

 

Directors’ compensation

Cathy Martin(2)FISCAL 2021

65,500

Cathy Martin(2)FISCAL 2020

65,500

57,500 57,500
Luc Messier(4) Luc Messier(4)

 

Directors’ compensation

Luc Messier(4)FISCAL 2021

49,250

Luc Messier(4)FISCAL 2020

49,250

23,250 23,250
Sophie Stabile Sophie Stabile

 

Directors’ compensation

Sophie StabileFISCAL 2021

103,000

Sophie StabileFISCAL 2020

103,000

103,000 103,000
Cécile Tandeau de Marsac Cécile Tandeau de Marsac

 

Directors’ compensation

Cécile Tandeau de MarsacFISCAL 2021

120,600

Cécile Tandeau de MarsacFISCAL 2020

120,600

120,600 120,600

(1) Nathalie Bellon-Szabo received other compensation during the fiscal year for her duties as a member of Bellon SA's Management Board (193,333 euro for Fiscal 2021 and 190,000 euro for Fiscal 2020) as well as for her duties as Chief Executive Officer of Sodexo Sports et Loisirs France and Chief Operating Officer of Sodexo Sports and Leisure worldwide (On-site Services) (403,719 euro for Fiscal 2021 and 300,758 euro for Fiscal 2020). She also has the use of a Company car.
(2) Philippe Besson and Cathy Martin are directors representing employees. The salaries they receive under their employment contracts are not disclosed for confidentiality reasons. At Philippe Besson's request, part of the compensation due to him for his role as director representing employees is paid to the trade union that appointed him (21,429 euro paid to Philippe Besson and 37,671 euro paid to his trade union during Fiscal 2021).
(3) Federico J. Gonzalez Tejera was appointed as new director at the Annual Shareholders Meeting of January 12, 2021.
(4) Véronique Laury and Luc Messier were appointed as new directors at the Annual Shareholders Meeting of January 21, 2020.

6.5.4 Compensation policy for members of the Executive Committee

The compensation policy applicable to members of the Executive Committee is reviewed each year by the Compensation Committee and the Board of Directors. It is fully aligned with that of the Chief Executive Officer.

The compensation of Executive Committee members is made up of the following :

  • a fixed salary;
  • annual variable compensation.
    The annual variable compensation represents between 55% and 90% of the fixed salary.The bonus is calculated and paid following the close of the fiscal year to which it applies and after the Board of Directors has approved the financial statements;
  • a long-term incentive plan, consisting of restricted share grants. Shares are subject to continued presence and performance conditions.

The applicable performance conditions are equivalent to those set for the Chief Executive Officer and described in section 6.5.1.4 of this Universal Registration Document.

In addition to this compensation, Executive Committee members may receive benefits in kind (primarily a car and a travel allowance) and pension plan contributions (under defined contribution and, where applicable, defined benefit, plans).

Total compensation paid during Fiscal 2021 by the Group to members of the Executive Committee in office as of August 31, 2021 (including the Chief Executive Officer, details of whose compensation are provided in section 6.5.2.2 of this document), amounted to 11,586,805 euro.

This amount comprises:

  • a fixed portion of 8,123,824 euro;
  • a variable portion of 3,462,981 euro comprising variable compensation due for the First half of Fiscal 2021 to members of the Executive Committee with the exception of the Chief Executive Officer.

6.5.5 Description of the long-term incentive plan – Restricted share plans

Sodexo's long-term incentive policy has two objectives:

  • to incentivize the Group's executives, managers and other employees by aligning their financial interests with those of Sodexo's shareholders;
  • to attract and retain the intra-entrepreneurs needed to expand and strengthen Sodexo's market leadership.

Since Fiscal 2013, long-term incentive plans have consisted exclusively of restricted share plans.

In the eighteenth resolution adopted at the Combined Annual Shareholders Meeting on January 22, 2019, the Company's shareholders renewed the authorization given to the Board of Directors to grant, on one or more occasions, restricted shares either in the form of existing or new Sodexo shares to employees and Corporate Officers of the Group and propose the renewal of this authorization during the Combined Annual Shareholders Meeting on December 14, 2021.

The terms and conditions of the restricted share plans (including the related continued presence and performance conditions) and the list of beneficiaries are determined by the Board of Directors based on recommendations issued by the Compensation Committee.