Sodexo Corporate Responsibility indicator
Fostering a Culture of Environmental Responsibility through Long Term Incentives.
Building an internal CSR performance index:
- supporting our overall carbon reduction target;
- with quantitative and auditable figures.
Performance condition applicable to share grants.
- RESPONSIBLE SOURCING
- ENERGY MANAGEMENT
- FOOD WASTE REDUCTION
- HEALTHY AND SUSTAINABLE EATING
If it became necessary to change the related criteria, the Board of Directors would ensure consistent and stringent criteria over the long-term.
CONTINUED PRESENCE CONDITION
In order for his/her performance shares to be delivered, the Chief Executive Officer must be present within the Group at the vesting date.
SHAREHOLDING AND WITHHOLDING OBLIGATIONS
In accordance with article L.225-197-1 of the French Commercial Code, the Chief Executive Officer is required to hold in registered form, for the duration of his/her term of office, a number of vested shares. The value has been set by the Board of Directors at 30% of his/her annual fixed compensation at the date the shares are delivered.
In addition, the Chief Executive Officer is required to hold shares with value equivalent to 200% of his/her gross annual fixed compensation, and these shares must be built up over a maximum period of three years.
As part of the external recruitment process for a new Chief Executive Officer from a company outside the Sodexo Group, compliance will be required as from the date the first share award vests, i.e., three years following the initial grant by the Company.
In addition, as long as he/she remains in office, the Chief Executive Officer may not use hedging instruments on any granted performance shares.
Multi-year compensation
The Board of Directors has decided not to create a multi-year compensation system, preferring instead to apply a share-based long-term compensation program, which it considers to be more closely aligned with the interests of the Company's shareholders.
However, the Board may envisage putting in place such a system if any regulatory changes or other changes in circumstances were to render it not appropriate or impossible to use shares. If a multi-year compensation plan were to be set up, it would be based on the same principles and criteria as those used for determining and allocating performance shares and the same grant cap would apply.
Exceptional compensation
The compensation policy does not permit the granting of exceptional compensation to the Chief Executive Officer.
Supplemental pension plan
The Chief Executive Officer is a beneficiary of a defined benefit pension plan governed by article L.137-11-2 of the French Social Security Code. This plan is also available to the Group’s most senior executives holding an employment contract with one of its French subsidiaries.
This pension plan was introduced in 2021 in line with the following rules: subject to one year of seniority within the Group, pension rights of up to 0.5% per year are granted for the first five years of the plan, and then up to 1% beyond five years, not exceeding a total of 10%. The rights are determined based on the fixed and variable compensation received during the calendar year by virtue of the role of Chief Executive Officer. The rights vest subject to an achievement rate for his/her annual variable compensation targets of at least 80%. The resulting pension tops up the pensions provided by the basic compulsory plans and does not generate any corresponding obligation on the Company’s balance sheet.