Board's activity during the year
During Fiscal 2024, the Board of Directors met 13 times, with an attendance rate of 97%. Its main activities focused on:
Group activities, strategy and financial management
- Systematic review of the Group’s financial and non-financial performances;
- Monitoring of the Group’s strategy and performance, including:
- the implementation of the spin-off and listing of Pluxee;
- the sale of Sofinsod to Bellon SA and the decision to pay an special interim dividend.
- Review of risks and strategic opportunities, and analysis of market developments and the competitive environment.
Corporate Governance
- Renewal of the term of office of the Chairwoman and CEO and maintaining of the Lead Director function.
- Engagement with shareholders, investors and proxy advisors.
- Decision to create a Sustainability Committee, adoption of its charter and definition of its composition.
- Evaluation of the functioning and organization of the Board of Directors.
Compensation, human resources and diversity policies
- Setting the compensation of corporate officers for Fiscal 2023 and deliberation on the compensation policy for Fiscal 2024.
- Adjustment of the free shares and performance shares plans due to the Pluxee spin-off project.
- Information and discussion on the Group's HR policy and 2024 projects.
CREATION OF A SUSTAINABILITY COMMITTEE
To strengthen Sodexo’s commitment to sustainable and ethical business practices, the Board of Directors has decided to create a Sustainability Committee as of October 2024.
This new specialized committee of the Board of Directors plays a pivotal role in the governance of Sodexo’s sustainability initiatives and their alignment with the long-term business goals. It is chaired by an independent Director and is composed of 7 members of Sodexo’s Board of Directors with expertise in sustainable development, ethics and corporate governance.
A RESPONSIBLE COMPENSATION POLICY
In the interests of Sodexo and its stakeholders, and in accordance with its values, the Board of Directors is committed to proposing a responsible compensation policy that supports performance and achieves Sodexo’s long-term strategy. This policy complies with the recommendations of the AFEP-MEDEF Code and is based on external surveys carried out with the assistance of independent consulting firms to ensure consistency with the practice of our reference markets.
In order to take into account the impact of the Pluxee spin-off, the peer groups used to position the amount and structure of the Chief Executive Officer’s compensation were reviewed during the financial year. The revised peer groups enabled to define Sophie Bellon’s compensation policy for Fiscal 2025, that will be submitted to the shareholders’ ex-ante vote at the Shareholders Meeting of December 17, 2024 (see Chapter 7 for more information).
- The compensation structure is unchanged compared with Fiscal 2024; it is composed of an annual fixed compensation, rewarding the responsibilities attached to this type of corporate office, an annual variable compensation equal to 120% of the fixed remuneration if objectives are achieved, and a long-term compensation in the sole form of performance shares, representing up to a maximum of 150% of the fixed and annual variable.
- The variable compensation is structured to achieve a balance between short and long-term performance to promote the Group’s development for the benefit of all its stakeholders. It aims at strengthening the Executive Officer’s motivation, while aligning her interests with those of the shareholders and the social interest of the Company.
- The Chairwoman and Chief Executive Officer also benefits from a company car, a supplementary pension plan open to the Group’s main senior executives, and life and healthcare expense plans under the same conditions as those applicable to employees of the Group’s French entities.
- The Chairwoman and Chief Executive Officer does not receive any other compensation allocated for her term of office as a director of Sodexo S.A.
