Since his appointment as Lead Director, Luc Messier:
Prior to the convening of meetings of the Board of Directors, he has been consulted on agendas at his regular meetings with the Chairwoman and Chief Executive Officer.
Luc Messier has attended the meetings of Committees of which he is not a member.
He has regularly organized executive sessions following Board meetings in order to hold discussions in the absence of the management and directors representing employees. Outside of these meetings, he has held regular discussions with all the directors.
He has led the assessment of the work of the Board of Directors and its Committees (see Assessment of the Board’s operating procedures below).
In addition to the Company’s bylaws, the Board of Directors is governed by the Board’s Internal Rules, which notably set out the Board’s mission, the minimum and maximum number of Board members, the rules of the Directors’ charter, the minimum number of Board meetings and the rules for allocating directors’compensation. The Internal Rules also set the criteria for assessing the performance of the Board, set the limits to the powers of the Chief Executive Officer, and define the policy for issuing guarantees.
The Internal Rules are regularly reviewed by the Board of Directors and comply with the AFEP-MEDEF Code as revised in January 2020.
They are available in full on the Group’s website (www.sodexo.com). A summary of their principal components is provided below.
The main components of the Directors’ charter are described below.
Each director should be mindful of the Company’s corporate interest, exercise good judgment (particularly of situations, strategies and people), and look to the future in order to identify the risks and strategic challenges that lie ahead. Directors should also maintain their independence, be focused, active and engaged, and act with integrity.
Each director must personally own at least 400 Sodexo shares by the end of their first year of office (except for directors representing employees to whom no such requirement applies in accordance with French law).
To the extent possible, all Sodexo directors should attend Shareholders Meetings.
Any director of Sodexo who obtains undisclosed information during the course of his or her duties is subject to insider trading legislation. In accordance with the European Market Abuse Regulation, the Company may prepare specific insider lists if insider information has been identified and a decision has been made to postpone the publication of the relevant information.
Directors are prohibited from trading in Sodexo securities as follows:
Transactions in the Company’s securities carried out by directors must be disclosed to the French securities regulator (Autorité des marchés financiers – AMF) within three trading days of the transaction date. Directors are required to inform the Group Legal Department of all transactions in Sodexo securities.
Upon joining the Board, all directors receive training adapted to their specific needs. They meet the Chairwoman and Chief Executive Officer as well as Group executives. Meetings are also organized with certain executives and external advisors. Site visits are arranged to provide an overview of the Group’s businesses and a better understanding of each activity. In addition, each director may also receive additional training, particularly on corporate responsibility issues. Board members training continues beyond their appointment and is a continuous process.
Luc Messier has received a specific training on governance and the role of Lead Director when the roles of Chairperson of the Board of Directors and Chief Executive Officer are combined.
After the pandemic restriction measures were lifted, site visits resumed.
In addition, the Board ensures that directors representing employees are given the necessary time to prepare their participation in each Board meeting and that they receive the number of training hours required under the applicable legal provisions. Since joining Sodexo’s Board of Directors, Philippe Besson and Cathy Martin have participated in several training seminars organized by the French Institute of Directors (IFA) as well as in-house training courses delivered by several of the Company’s corporate functions, which are open to all of Sodexo’s directors. In addition, both Philippe Besson and Cathy Martin have undergone training that leads to certification as Board directors which includes modules on ethics and corporate responsibility. They began this training in Fiscal 2019 and were both certified during Fiscal 2020.
The Board of Directors is a collegial body that acts in the Company’s best interests, in line with the Group’s corporate mission and purpose, and in the best interests of all of the Company’s shareholders.
The Board defines Sodexo’s strategy, long-term objectives and overall policies, taking into consideration of the social and environmental issues related to its activities, and ensures that they are properly implemented.
