Following the appointment of Sophie Bellon as Chairwoman and Chief Executive Officer, the Board of Directors which includes a majority of independent Directors, has also decided to appoint Luc Messier, a Director of Sodexo since January 2020, as Lead Independent Director.
LUC MESSIER
Lead Independent Director
“Since my appointment, I have met with several shareholders to share my vision for the role and to listen to their expectations. I have also been in regular contact with our Board Members. I have been serving on the Nomination Committee since 2021. I now also participate in Audit and Compensation Committee meetings. I have participated in the assessment of our Board and committees operating procedures and proposed an action plan with areas for improvement. This year, the activity of the Board of Directors has been particularly rich, and I would like to salute the commitment of each of our Directors and the collective intelligence that drives them.“
THE ROLE OF THE LEAD DIRECTOR
The Lead Director is responsible for the proper functioning of the governance bodies and participates in the preparation of the Board of Directors’ calendar and agendas. He ensures the connection between the independent Directors and the other Board members, ensures that the Directors are properly informed, and chairs the executive sessions. He reports to the Board on the shareholders’ questions on governance. He brings to the attention of the Chairwoman and the Board members any conflicts of interest situations that he may have identified. He reports on his mission to the Board.
KEY FIGURES AS OF AUGUST 31, 2022
- 12 MEMBERS
- 2 DIRECTORS REPRESENTING EMPLOYEES
- 3.5 years ON AVERAGE IN OFFICE FOR INDEPENDENT DIRECTORS
- 60% WOMEN*
- 70% INDEPENDENT DIRECTORS*
- 4 NATIONALITIES
- 92% AVERAGE ATTENDANCE
- 57.5 years AVERAGE AGE
*Excluding directors representing employees.
A RESPONSIBLE COMPENSATION POLICY
In the interest of Sodexo and its stakeholders, and in accordance with our values, the Board of Directors ensures that the Company offers a responsible compensation policy to deliver performance and achieve Sodexo’s long-term strategy. Following the appointment of Sophie Bellon as Chief Executive Officer, Sodexo’s Board of Directors met on February 28, 2022 to decide on the elements of her compensation as of March 1, 2022.
- The compensation structure of the Chairwoman and Chief Executive Officer is in line with that of the previous Chief Executive Officer, approved by the Shareholders Meeting of December 14, 2021, and will be submitted to shareholders for approval by an ex ante vote during the next Shareholders Meeting on December 19, 2022.
- The Chief Executive Officer’s compensation policy is structured to achieve a balance between long- and short-term performance in order to promote the Group’s development for the benefit of all of its stakeholders. It aims at strengthening the executive officer’s motivation, while aligning her interests with those of the shareholders and the social interest of the Company.
- It consists of an annual fixed compensation of 900,000 euros, rewarding the responsibilities attached to this type of corporate office, an annual variable compensation, equal, at achieved objectives, to 100% of the fixed remuneration, whose objective is to encourage the Chairwoman and Chief Executive Officer to achieve the annual performance objectives set by the Board of Directors, and long-term compensation. She also benefits from a company car, a supplementary pension plan open to the Group’s main senior executives and life and healthcare expense plans under the same conditions as those applicable to employees of the Group's French entities.
- As in past years, the Chairwoman and Chief Executive Officer does not receive any other compensation allocated for her term of office as a director of Sodexo S.A.
For Fiscal 2022, taking into account the different roles during the period, Sophie Bellon's fixed compensation amounts to 882,402 euros, her variable compensation pro rata temporis to 587,250 euros. She does not benefit from any long-term compensation, her appointment being after the date of allocation of the Fiscal 2022 plan.
For more information on the compensation of the Chairwoman and CEO, see Chapter 6 of the Universal Registration Document and available information on sodexo.com.