6.3.1 Other information concerning Corporate Officers and senior management of the Company
Family relationships within the Board of Directors are as follows:
- Nathalie Bellon-Szabo and François-Xavier Bellon (directors) are the sister and brother of Sophie Bellon, Chairwoman and Chief Executive Officer of the Company;
- Nathalie Bellon-Szabo (director) is a member of Sodexo’s Executive Committee.
No loans or guarantees is issued made or given to any members of the Board of Directors or senior management by Sodexo or by any Group company.
No assets necessary for the Group’s operations are owned by any members of the Board of Directors or senior management or by their families.
There are no potential conflicts of interest between the duties to Sodexo of members of the Board of Directors or senior management and their private interests. In particular the Pierre and Danielle Bellon Family controls 72.6% of the family holding company Bellon SA, which in turn holds 42.8% of the share capital of Sodexo and 57.5% of the exercisable voting rights as of August 31, 2022. Mr. and Mrs. Pierre Bellon and their children entered into an agreement in June 2015 to prevent their direct descendants from freely disposing of their Bellon SA shares for 50 years. Bellon SA’s only asset is its holding in Sodexo; Bellon SA has no intention of selling this holding to a third party.
As far as the Company is aware, no member of the Board of Directors or of the senior management has during the past five years been:
- convicted of fraud;
- associated with a bankruptcy, receivership or liquidation;
- officially incriminated and/or subject to any official public sanction issued by a statutory or regulatory authority;
- prohibited by a court from acting as a Board member, a Supervisory Board member, or a member of senior management of an issuer, or from participating in the management or business affairs of an issuer.
Transactions in Sodexo shares carried out by Corporate Officers, Board members, members of their family and related persons
Under article 223-26 of the French securities regulator’s (Autorité des marchés financiers — AMF) General Regulation, no transactions in Company shares by Corporate Officers, directors and persons closely related to these officers and directors have been declared to the AMF pursuant to article L.621-18-2 of the French Monetary and Financial Code during Fiscal 2022.
Measures to prevent control being exercised in an abusive manner
Sodexo has put in place a series of measures in order to ensure that the control over the Company is not exercised in an abusive manner. Examples of these measures include:
- the presence of seven independent directors among the twelve members of the Board of Directors (including two directors representing employees) as of August 31, 2022;
- the fact that the Company has put in place three specialized Committees, which are all chaired by independent directors and which all have a majority of independent directors among their members, as recommended by the AFEP-MEDEF Code;
- following the combination of the roles of Chairwoman of the Board of Directors and Chief Executive Officer, a Lead Independent Director, Luc Messier, was appointed from March 1, 2022. His duties, the resources available to him and his activity report for Fiscal 2022 are described in Section 6.2.1.5;
- the disclosures within this document of the relationship between Sodexo and Bellon SA:
- these include the ownership interest of Bellon SA in Sodexo (disclosed in section 7.3 of this document),
- the Sodexo shares are the only assets held by Bellon SA; consequently, the interests of Sodexo’s shareholders are aligned with those of Bellon SA’s shareholders and the capital ties between the two companies do not generate any conflict of interest,
- since 1991, a service agreement between Bellon SA and Sodexo has been in operation (described below in the paragraph concerning related-party agreements). The fees payable under this agreement and changes in these fees are reviewed annually by the Audit Committee.
