Each director must personally own at least 400 Sodexo shares by the end of their first year of office (except for directors representing employees to whom no such requirement applies in accordance with French law).
To the extent possible, all Sodexo directors should attend Shareholders Meetings.
Any director of Sodexo who obtains undisclosed information during the course of his or her duties is subject to insider trading legislation. In accordance with the European Market Abuse Regulation, the Company may prepare specific insider lists if insider information has been identified and a decision has been made to postpone the publication of the relevant information.
Directors are prohibited from trading in Sodexo securities as follows:
Transactions in the Company’s securities carried out by directors must be disclosed to the French securities regulator (Autorité des marchés financiers – AMF) within three trading days of the transaction date. Directors are required to inform the Group Legal Department of all transactions in Sodexo securities.
Upon joining the Board, all directors receive training adapted to their specific needs. They meet the Chairwoman and Chief Executive Officer as well as Group executives. Meetings are also organized with certain executives and external advisors. Site visits are arranged to provide an overview of the Group’s businesses and a better understanding of each activity. In addition, each director may also receive additional training, particularly on corporate responsibility issues. Board members training continues beyond their appointment and is a continuous process.
A training session on best governance practices has been organized, led by both external speakers and representatives of the Group's expert functions. Aimed at new directors and directors who have recently joined a Committee, the training was open to all the directors. Based on the legal framework, this day gave rise to numerous discussions on governance practices and question-and-answer sessions.
In addition, the Board ensures that directors representing employees are given the necessary time to prepare their participation in each Board meeting and that they receive the number of training hours required under the applicable legal provisions. Since joining Sodexo’s Board of Directors, Philippe Besson and Cathy Martin have participated in several training seminars organized by the French Institute of Directors (IFA) as well as in-house training courses delivered by several of the Company’s corporate functions, which are open to all of Sodexo’s directors. In addition, both Philippe Besson and Cathy Martin have undergone training that leads to certification as Board directors which includes modules on ethics and corporate responsibility. They began this training in Fiscal 2019 and were both certified during Fiscal 2020. During the 2023 financial year, they began a training adapted to the needs they had identified, the one in English and the other in management.
Furthermore, a CSR training cycle has been developed during the 2023 financial year. It materialized at the start of the 2024 financial year with a first session on climate issues. This training was provided both by external and internal experts and has been followed by a site visit.
Furthermore, site visits during the 2023 financial year illustrated the new healthy and sustainable food models which are at the heart of the Group's strategy and in particular the offer of low-carbon meals. These visits also allow directors to meet site managers and their teams.
This training cycle supports the current reflection concerning the treatment of social responsibility and environmental topics by one of the Board's committees. Indeed, these topics are currently managed by the Board of Directors similar to those on strategy.
Likewise, and in compliance with the AFEP-MEDEF Code, the Group's climate topics will be the subject of a presentation at the Shareholders Meeting of December 15, 2023.
The Board of Directors is a collegial body that acts in the Company’s best interests, in line with the Group’s corporate mission and purpose, and in the best interests of all of the Company’s shareholders.
The Board defines the Group’s strategy, long-term objectives and overall policies, taking into consideration of the social and environmental issues related to its activities, and ensures that they are properly implemented.
It regularly carries out the controls and verifications that it deems appropriate and particularly concerning progress made on the performance metrics set by the Board.
It appoints the Corporate Officers responsible for managing the Group’s general policies.
The Board of Directors ensures the existence and effectiveness of the management of the Group’s commitments, risks and internal control procedures, and oversees the quality of the information provided to shareholders and the financial markets in the financial statements and in connection with major financial transactions.
It ensures the implementation of a mechanism for the prevention and detection of corruption and influence peddling and receives all the information necessary for this purpose.
The Board of Directors also ensures that the Chief Executive Officer implements non-discrimination and diversity policies and a vigilance plan.
As required by law, the Board of Directors approves the financial statements for publication, decides on appropriation of net income, proposes dividends, and makes decisions on significant investments and the Group’s financial policy.
At least five days ahead of Board meetings, each director is given briefing documents so that he or she can review and/or investigate the issues to be discussed.
