During Fiscal 2023, the Board of Directors met 9 times, with an attendance rate of 95%. Its work focused both on the Group's activity and its major strategic orientations. The Board of Directors continued its work within the framework of defining the strategic orientations of the Group. It received regular and in-depth information on activities, main risks and major issues and fully monitored the implementation of the strategic plan. It thus recorded the transformation of the Group as well as the development of new food models, brands and new offers. A significant part of the meeting agenda was devoted to the spin-off and listing project of Pluxee.
As part of the in-depth review of the Group's business portfolio, the main senior executives presented to the Board of Directors their markets, their growth prospects as well as the main operational risks and opportunities. The importance of client retention was the subject of particular attention by the Board of Directors. It also endeavored to get a better understanding of the Group's competitive environment. Mindful of governance best practices, an external evaluation of the functioning of the Board was carried out. Interactions with the Lead Director were regular and constructive. Aware of the importance of climate issues, several items were put on the agenda at the Board of Directors concerning the multi-year strategic orientations in terms of social and environmental responsibility. To ensure that the directors have a good understanding of climate-related issues, a specific training has been organized. This training was provided by internal and external speakers and was associated with a site visit aimed at understanding environmental issues and in particular climaterelated issues in a concrete way. The Board of Directors has reiterated the importance of ethics and compliance issues by regularly inviting the function heads to participate in the Committees. Finally, the Board of Directors considered the diversity of its skills set in order to make the appointment choices, particularly within the various Committees.
Key figuresas of August 31, 2023
12 members
50% women*
2Directors representing employees
4,3 YEARSon average in office for Independent Directors
4nationalities
95%average attendance
60%Independent Directors*
58,4 YEARS average age
* Excluding Directors representing employees
A RESPONSIBLE COMPENSATION POLICY
In the interest of Sodexo and its stakeholders, and in accordance with our values, the Board of Directors ensures that the Company offers a responsible compensation policy to deliver performance and achieve Sodexo’s longterm strategy. It is established in accordance with the AFEP-MEDEF Code and external studies carried out with the assistance of independent consulting firms.
In the context of the renewal of the term of office of Sophie Bellon, the Board of Directors has decided to increase the variable component of the executive officer’s compensation effective from Fiscal 2024. The compensation policy will be submitted for ex-ante shareholder approval at the Annual Shareholders Meeting on December 15, 2023.
- The compensation structure consists of an annual fixed compensation, rewarding the responsibilities attached to this type of corporate office, an annual variable compensation equal, at achieved objectives, to 120% (previously 100%) of the fixed remuneration, 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.
For more information on the compensation of the Chairwoman and CEO, see chapter 7 of the Universal Registration Document and available information at sodexo.com