On January 21, 2014, the Shareholders Meeting decided on the conditions of appointment to the Board of Directors of one or more directors representing employees. Directors representing employees are appointed for a period of three years. Subject to the specific legal provisions applicable to them, for instance the obligation to hold shares, directors representing employees are bound by the same legal and corporate rules and regulations (including the Company’s bylaws and the Board of Directors’Internal Rules) and have the same rights and are subject to the same obligations as those applicable to the other Company’s directors.
Initially, one director representing employees, Philippe Besson, was appointed by the trade union that obtained the most votes in the first round of the most recent elections in France of union representatives and joined the Board at its meeting on June 18, 2014. He was then reappointed in 2017 and again in 2020 for an additional three-year term effective from the Annual Shareholders Meeting held on January 21, 2020.
A second director representing employees, Cathy Martin, was appointed by the European Works Council and became a member of the Board at its meeting on September 10, 2015. She was reappointed in 2018 and again in 2020 for a further three-year term starting from the Annual Shareholders Meeting held on January 12, 2021.
In addition, in accordance with the applicable law, a member of the Social and Economic Committee (Comité social et économique) sits on the Board of Directors in an advisory capacity.
The Board does not have any directors representing employee shareholders, as the amount of the Company’s capital held by employees does not exceed the 3% threshold that triggers the requirement for such a director, as set in article L.22-10-5 (formerly article L.225-23) of the French Commercial Code.
Sodexo is governed by a Board of Directors, which has been chaired by Sophie Bellon since January 26, 2016.
From September 1, 2005 until October 1, 2021, the roles of Chairperson of the Board of Directors and Chief Executive Officer had been separated.
At its meeting on February 15, 2022, the Board of Directors decided to appoint its Chairwoman, Sophie Bellon, as Chief Executive Officer of Sodexo with effect from March 1, 2022, a position she had already occupied on an interim basis since October 1, 2021 following the termination of the office of Denis Machuel as Chief Executive Officer on September 30, 2021.
The Board thereby demonstrated its full confidence in Sophie Bellon after her successful completion of the interim phase, and considered her to be best placed to lead the Group into this new phase of its history. The Board of Directors noted the excellent momentum surrounding the priorities set by Sophie Bellon in order to strengthen Sodexo’s competitiveness and accelerate its transformation. Her in-depth knowledge of the Group’s activities, which she joined in 1994, was considered by the Board to be a major asset.
These factors strengthen the conviction of the Board of Directors when it comes to ensuring that the definition and execution of the strategy are fully aligned, given that accelerating Sodexo’s transformation requires swift and agile decision-making processes within the Company. In view of this, and in spite of the quality of the applications that were assessed in the course of the recruitment process, the Board of Directors took the view that recruiting an external person would inevitably reduce this momentum.
As a result, it reached a unanimous decision to maintain the current mode of governance, and to end the interim period for the position of Chief Executive Officer effective from March 1, 2022. Sophie Bellon, Chairwoman of the Board of Directors, therefore remains in the position of Chief Executive Officer that she had been occupying on an interim basis.
The Board of Directors, which comprises a majority of independent directors, also decided to appoint Luc Messier, who has been a director of Sodexo since January 2020, as Lead Independent Director. In this capacity, his main task is to ensure that the governance bodies of the Company function effectively.
Besides, it should be noted that the compensation paid to Denis Machuel for the month of September 2021 and the financial terms of his departure were published in the Fiscal 2021 Universal Registration Document, and in particular in Section 6.5.2.2 “Compensation of Denis Machuel, Chief Executive Officer”.
In recognition of Denis Machuel’s contribution to the development of the Group, which he joined in 2007 and of which he had been the Chief Executive Officer since January 2018, and his actions during the Covid-19 crisis, and in accordance with the compensation policy approved by the Annual Shareholders Meeting of January 12, 2021 and recommendations 25.3.3 and25.5.1 of the AFEP-MEDEF Code, the Board of Directors decided to waive the presence condition applicable to the share plans in the process of vesting, and to maintain the share rights pro rata to his effective presence within the Group.
The compensation policy approved by the Annual Shareholders Meeting of January 12, 2021 specified that there would be no acceleration of the vesting period and the performance conditions of these plans would continue to apply.
In addition to the information already published, it is specified that the plan granted on April 27, 2018 expired on April 27, 2022.
At its meeting on April 27, 2018, as part of the 2018 restricted share plan based on the authorization given at the Annual Shareholders Meeting of January 26, 2016, the Board of Directors decided to grant 25,000 restricted shares to Denis Machuel. These shares were subject to a four-year vesting period expiring on April 27, 2022 and to the following performance conditions:
