The Board of Directors is currently composed of twelve members, including two directors representing employees, seven independent directors and seven women (including one female director representing employees).
The terms of office of Véronique Laury, Cécile Tandeau de Marsac and of Luc Messier, expire at the end of this Meeting and will be renewed.
Sophie Stabile, whose term of office expires, will not be renewed. Sophie Bellon, on her own behalf and on behalf of the Board of Directors and all shareholders, thanks her for her contribution to the work of the Board of Directors and the Audit Committee.
In addition, it is proposed that Patrice de Talhouët be appointed as a new director for a period of 3 years.
The purpose of the fourth resolution is to reappoint Véronique Laury, whose term as director expires at the close of the Annual Shareholders’ Meeting of December 19, 2022. Consequently, shareholders are invited to reappoint Véronique Laury for a three-year term expiring at the close of the Annual Shareholders Meeting called to approve the financial statements for Fiscal 2025.
An independent director on the Sodexo Board of Directors since January 21, 2020, Véronique Laury brings to the Board her general management experience, operational and financial expertise and strategic vision, as well as her solid knowledge of consumer culture acquired in the retail sector and in various marketing and sales positions.
Her attendance for Fiscal 2022 was 100% for the Board of Directors and 86% for the Audit Committee.
If she is reappointed as a director at the Annual Shareholders’ Meeting, Véronique Laury will continue to serve as a member of the Audit Committee.
The purpose of the fifth resolution is to reappoint Luc Messier, whose term as director expires at the close of the Annual Shareholders’ Meeting of December 19, 2022. Consequently, shareholders are invited to reappoint Luc Messier for a three-year term expiring at the close of the Annual Shareholders’ Meeting called to approve the financial statements for Fiscal 2025.
An independent director on the Sodexo Board of Directors since January 21, 2020, Luc Messier brings to the Board his international experience, particularly in the energy sector, where he held senior management positions in several French and American multinational companies. He has lived and worked in Canada, Asia, Africa, Europe and, more recently, in the United States where he resides.
Since March 1, 2022, he has served as Lead Director. His attendance for Fiscal 2022 on the Board of Directors was 88% and 100% on the Nominating Committee.
If he is reappointed as a director at the Annual Shareholders' Meeting, Luc Messier will continue to act as Lead Director. He will also continue to serve on the Nominating Committee and will become a member of the Audit Committee as decided by the Board of Directors on October 25, 2022. As Lead Director, he may attend committees of which he is not a member.
The purpose of the sixth resolution is to reappoint Cécile Tandeau de Marsac, whose term as director expires at the close of the Annual Shareholders’ Meeting of December 19, 2022. Consequently, shareholders are invited to reappoint Cécile Tandeau de Marsac for a three-year term expiring at the close of the Annual Shareholders’ Meeting called to approve the financial statements for Fiscal 2025.
Independent director on the Sodexo Board of Directors since January 24, 2017, Cécile Tandeau de Marsac brings to the Board her expertise in human resources and her knowledge of the Group. Her skills have been particularly useful in the context of the Group’s governance and transformation changes.
Her attendance for Fiscal 2022 was 88% for the Board of Directors, 90% for the Compensation Committee and 100% for the Nominating Committee.
If the renewal of office of Cécile Tandeau de Marsac is approved by the Annual Shareholders’ Meeting, it will be proposed to the Board of Directors, based on the recommendation of Sophie Bellon, Chairwoman and Chief Executive Officer, that Cécile Tandeau de Marsac continue to chair the Nominating Committee and Compensation Committee.
