The Group’s senior executives make regular presentations to the Board of Directors, in particular at the meeting during which the budget is discussed:
- the Chief Executive Officer and the other operational executives, each in their area of responsibility, discuss the potential for growth, competitive positions, the ambition and the strategy for achieving it, and the principal components of their action plans;
- Group executives in each functional area (Human Resources, Finance and Group Strategy) present their recommendations regarding strategy and policy developments, progress achieved and to be achieved and action plans for implementation within the Group.
The Board of Directors performs periodic in-depth reviews of the financial statements at meetings attended as necessary by members of the Group’s operational and functional management teams as well as by the external auditors.
The Board of Directors meets at least once a year without the presence of executive management and directors representing employees (executive sessions).
The Board of Directors is also kept regularly informed of questions, comments or criticism from shareholders, whether at meetings with shareholders or by mail, e-mail or conference call. The Lead Director, in coordination with the Chairwoman, is the Board’s spokesperson on matters of governance to investors and shareholders. He raises queries from shareholders on matters of governance with the Board.
Board meetings during the fiscal year
BOARD MEETINGS
The Board of Directors met nine times during Fiscal 2023 (including by videoconference and audioconference), in compliance with the Board of Directors’ Internal Rules stating a minimum requirement of six meetings per year.
In addition, one executive session was held following a Board meeting, convening the directors and, in part, only the independent directors in the absence of management.
The work of the Board of Directors focused in particular on:
Corporate Governance
- approving the Management Report of the Board of Directors and the Corporate Governance Report for Fiscal 2022;
- reviewing the Fiscal 2022 Universal Registration Document;
- evaluation of the operating procedures and membership structure of the Board of Directors and the Committees;
- the report of the work of the Lead Director;
- proposing the reappointment of several directors and the non-renewal of a term of office due to expire;
- proposing the appointment of a new director;
- the renewal of the office of a director representing employees;
- assessing directors’ independence;
- reviewing the charters of the specialized Committees;
- the annual review of related-party agreements, and more specifically the renewal of the service agreement between the Company and Bellon SA;
- calling the Annual Shareholders Meeting, preparing the Board of Directors’ Report to the Annual Shareholders Meeting, and reviewing the resolutions to be put to the shareholders’ vote;
- two discussions on the Group’s ethics and compliance programs;
- examining the work carried out and recommendations made by the Nominating Committee;
- reviewing the succession plans for the Sodexo Leadership Team members;
- reviewing the succession plan for the Chairwoman and Chief Executive Officer;
- reviewing the composition of the Committees.
Compensation
- reviewing and modifying the compensation policy for the Chairwoman and Chief Executive Officer;
- reviewing the compensation of the Board members and of the Lead Director;
- defining the compensation policy of the executive officer, as well as the compensation policy for directors to be submitted to the Annual Shareholders Meeting;
- reviewing 2022 gender pay equity;
- adopting the restricted and performance share plans;
- determining the achievement levels of the performance conditions for the 2019 performance share plan;
- more generally, examining the work carried out and recommendations made by the Compensation Committee.
When presenting the report on the work of the Compensation Committee concerning the remuneration of the Chairwoman and Chief Executive Officer, the Board of Directors deliberates without her presence.
Financial statements and financial management
- reviewing and approving the financial statements of the Company and the Group for Fiscal 2022;
- appropriating net income for Fiscal 2022;
- examining the Group budget for Fiscal 2023;
- reviewing the preparation of the Capital Markets Day;
- examining Sodexo’s share performance and feedback from investors and analysts;
- regularly renewing the authorizations granted to the Chairwoman and Chief Executive Officer for issuing guarantees up to a certain threshold;
- approving the share buyback program;
- proposing the auditors for appointment;
- reviewing and approving the consolidated financial statements for the first half of Fiscal 2023 and the Interim Financial Report;
- examining business trends for the end of Fiscal 2023;
- approving forecast documents;
- regularly discussing the management of the impact of inflation;
- more generally, examining the Statutory Auditors’ Reports and analyzing the work of the Audit Committee and approving its recommendations.
