The limitations on the powers of the Chairwoman and Chief Executive Officer are provided for in the appendix to the Internal Rules of the Board of Directors.
The Chairwoman and Chief Executive Officer is required to obtain the prior consent of the Board to grant any guarantee insofar as they meet the following conditions:
However, the prior consent of the Board is not required where the amount is less than or equal to 100 million euros and the term less than 25 years, provided it has been pre-approved by the Chairperson of the Audit Committee.
The total amount for which the Chairwoman and Chief Executive Officer may grant any guarantee between Board meetings is limited to 150 million euros.
The Chairwoman and Chief Executive Officer must also obtain prior consent from the Board of Directors to commit the Company beyond certain amounts as follows:
The powers entrusted to the Lead Director and the resources made available to him are provided for in article 9.2 of the Internal Rules of the Board of Directors. The main elements are described below.
The main duty of the Lead Director is to ensure that the Company’s governance bodies function effectively, and more specifically:
In order to perform the duties assigned to him, the Lead Director:
Prior to the convening of meetings of the Board of Directors, Luc Messier has been consulted on agendas at his regular meetings with the Chairwoman and Chief Executive Officer.
Luc Messier is a member of the Audit Committee and the Nominating Committee. He has also attended the meetings of the Compensation Committee, the sole committee of which he is not a member.
He has organized an executive session following a Board meeting in order to hold discussions in the absence of the management and directors representing employees.
He has coordinated the external formalized assessment of the work of the Board of Directors and its Committees (see Assessment of the Board’s operating procedures below).
Luc Messier has been consulted for the development of the training plan for directors in terms of both governance and corporate responsibility (see Induction and training of directors below) with a session dedicated to climate topics.
He also monitored the actions resulting from the evaluation of the Board of Directors and the committees.
Lastly, he maintained a dialogue between the directors and, as appropriate, transmitted any request or question that might arise from these discussions.
In addition to the Company’s bylaws, the Board of Directors is governed by the Board’s Internal Rules, which notably set out the Board’s mission, the minimum and maximum number of Board members, the rules of the Directors’ charter, the minimum number of Board meetings and the rules for allocating directors’ compensation. The Internal Rules also set the criteria for assessing the performance of the Board, set the limits to the powers of the Chief Executive Officer, and define the policy for issuing guarantees.
The Internal Rules are regularly reviewed by the Board of Directors and comply with the AFEP-MEDEF Code as revised in December 2022.
They are available in full on the Group’s website (www.sodexo.com). A summary of their principal components is provided below.
The main components of the Directors’ charter are described below.
Each director should be mindful of the Company’s corporate interest, exercise good judgment (particularly of situations, strategies and people), and look to the future in order to identify the risks and strategic challenges that lie ahead. Directors should also maintain their independence, be focused, active and engaged, and act with integrity.
