In addition to the above matters, the Committee’s work during the year included the following:
- reviewing the Nominating Committee’s charter;
- reviewing the resolutions under its competencies submitted to the Annual Shareholders Meeting;
- reviewing the relevant sections of the Corporate Governance Report published in the Fiscal 2022 Universal Registration Document;
- reviewing the succession plans for the members of the Sodexo Leadership Team;
- reviewing the succession plan for the Chairwoman and Chief Executive Officer;
- reappointing directors;
- renewal of the office of a director representing the employees;
- the composition of the Committees;
- regularly discussing the recruitment of new directors;
- assessing directors’ independence;
- Pluxee's governance;
- preparing the external evaluation of the Board and its Committees;
- directors training.
COMPENSATION COMMITTEE
| COMPOSITION AS OF AUGUST 31, 2023 | |
|---|---|
| Cécile Tandeau de Marsac | Chairwoman, independent director |
| Philippe Besson | Director representing employees |
| Françoise Brougher | Independent director |
| Federico J. González Tejera(1) | Independent director |
* On December 19, Federico J. González Tejera joined the Compensation Committee.
100% Independent directors*
96% attendance rate
7 meetings
* Excluding directors representing employees.
The Compensation Committee is responsible for making proposals to the Board of Directors relating to the compensation policy for the Company’s Corporate Officers, and recommendations about the components of compensation paid during or awarded for the previous fiscal year to Corporate Officers.
It also examines the compensation policy proposed by the Chief Executive Officer for the key executives of the Company and the Group, notably the members of the Sodexo Leadership Team (including long-term compensation plans).
The Compensation Committee validates the Group’s general policies relating to compensation, including long-term compensation (restricted share plans), and post-employment benefits undertaken by the Company (termination benefits, non-compete agreement, supplemental pension plan, etc.).
The principles and rules applied by the Board of Directors in determining the compensation and benefits in kind provided to the Corporate Officers and members of the Sodexo Leadership Team are described in section 7.2.1.6 of this Universal Registration Document.
The Chairwoman and Chief Executive Officer is associated to the works of the Compensation Committee regarding the compensation policy of the Sodexo Leadership Team members. In connection with its work, the Compensation Committee may use external specialists.
The Compensation Committee met seven times in Fiscal 2023 and the attendance rate was 96%.
The work carried out during the year included different topics such as:
- reviewing the compensation of the Chairwoman and Chief Executive Officer;
- reviewing the compensation of the Lead Independent Director;
- reviewing the Compensation Committee’s charter;
- reviewing the compensation packages of the Chairwoman of the Board and the Chief Executive Officer (ex post and ex ante say-on-pay votes), including the pay equity ratio;
- reviewing compensation policies for members of the Sodexo Leadership Team;
- reviewing the maximum authorized amount for directors’ compensation, the compensation policy for directors;
- reviewing the resolutions under its competencies submitted to the Annual Shareholders Meeting;
- reviewing the relevant sections of the Corporate Governance Report published in the Fiscal 2022 Universal Registration Document;
- the Group’s restricted and performance share plans;
- vesting of the Group’s 2019 restricted and performance share plans;
- professional equality between women and men;
- the presentation of the Vita by Sodexo program;
- the compensation aspects of the Benefits & Rewards activities proposed separation;
- more generally, making recommendations to the Board of Directors on Corporate Officers’ compensation and the Group’s long-term incentive plans.