(APPROVAL OF THE COMPONENTS OF COMPENSATION PAID DURING OR AWARDED FOR FISCAL 2021 TO DENIS MACHUEL, CHIEF EXECUTIVE OFFICER)
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.22-10-34 II of the French Commercial Code, approves the components of the total compensation and benefits paid during or awarded for the fiscal year ended August 31, 2021 to Denis Machuel, Chief Executive Officer, as described in the Corporate Governance Report prepared in compliance with article L.225-37 of the French Commercial Code and detailed in chapter 6, section 6.5.2 of the Company’s Fiscal 2021 Universal Registration Document.
In the tenth resolution, shareholders are invited to increase the maximum total annual envelope for directors’ compensation. Set at 900,000 euro at the Combined Annual Shareholders Meeting of January 23, 2018, and unchanged since that date, it is proposed to increase this amount to 1,000,000 euro. This new maximum annual amount would be effective from Fiscal 2022, and until such time as the Shareholders Meeting makes a new decision on the matter.
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. A review of the appropriateness of the envelope was scheduled to take place in Fiscal 2020, but given the health crisis and its resulting social and economic impacts, acting on the recommendation of the Compensation Committee, the Board of Directors decided to freeze this overall amount for Fiscal 2021.
Following a market study on the compensation received by directors at comparable companies, 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 complexity of the matters handled by the Audit Committee.
The proposed amount corresponds to a maximum annual envelope that will not necessarily be fully used, since the compensation effectively paid takes into account the composition of the Board of Directors and its specialized Committees, as well as attendance rates . On average, 92% of this envelope has been used since 2018.
(DETERMINATION OF THE TOTAL ANNUAL ENVELOPE FOR DIRECTORS’ COMPENSATION)
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings, resolves to set the maximum annual envelope for directors’ compensation for Fiscal 2022 and for subsequent fiscal years, until such time as the Shareholders Meeting makes a new decision on the matter, at 1,000,000 euro (one million euro).
In accordance with article L.22-10-8 II of the French Commercial Code, in the eleventh resolution shareholders are invited to approve the policy for allocating the directors’ compensation adopted by the Board of Directors.
This policy will apply from Fiscal 2022 until the approval of a new compensation policy by the Shareholders Meeting.
The compensation policy submitted for shareholder approval is proposed by the Board of Directors based on the recommendation of the Compensation Committee and is presented in the Board of Directors’ Corporate Governance Report provided in chapter 6, section 6.5.1 of the Company’s Fiscal 2021 Universal Registration Document.
(APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE DIRECTORS)
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.22-10-8 II of the French Commercial Code, approves the compensation policy applicable to the directors for Fiscal 2022, as set by the Company’s Board of Directors based on the recommendation of the Compensation Committee and as described in the Corporate Governance Report drawn up in compliance with article L.225-37 of said Code and detailed in chapter 6, section 6.5.1 of the Company’s Fiscal 2021 Universal Registration Document.
