The agreement between Bellon SA and Sodexo is the only related-party agreement in force. No other related-party agreements were entered into during Fiscal 2023.
Bellon SA is the animation holding company of the Bellon family which, with 42.8% of the shares and 57.9% of the voting rights, controls Sodexo within the meaning of article L.233-3 of the French Commercial Code. Sophie Bellon, Nathalie Bellon-Szabo, François-Xavier Bellon as well as Patrice de Talhouët are members of the Management Board of Bellon SA and directors of Sodexo.
In 1991, Bellon SA and Sodexo entered into a service agreement, the terms of which (in particular the duration of the agreement) were revised for the first time in April 2013. Subsequently, during its meetings of November 15, 2016 and July 10, 2017, the Board of Directors, on the recommendation of the Audit Committee, decided to amend this agreement in order to:
This amended agreement took effect on November 17, 2016 and was approved by the Shareholders Meeting of January 23, 2018 by a large majority (approval rate of 93%, excluding the vote of Bellon SA).
As this agreement ended on November 17, 2021, on June 23, 2021, on the recommendation of the Audit Committee, the Board of Directors unanimously decided to renew it. Sophie Bellon, Nathalie Bellon-Szabo and François-Xavier Bellon did not participate in the debate or vote on this agreement.
The agreement was signed on October 26, 2021 and took effect upon November 17, 2021 for another five-year period; it was approved by the Shareholders Meeting on December 14, 2021 with 61% of the votes, voted only by individual and institutional shareholders in accordance with legal requirements. Bellon SA and the Bellon family members did not vote on the concerned resolution.
Under this agreement, Bellon SA provides Sodexo with assistance and consulting services in various areas: strategic planning, finance and human resources.
In this context, Bellon SA provides Sodexo with three of its managers who hold the positions of Group Chief Financial Officer, Group Chief People Officer and Group Chief Growth Officer respectively.
Thus, Sodexo benefits from the experience and competence of three Bellon SA managers who hold key functional positions in the implementation of Sodexo’s strategy, ensuring that the values, culture and ambitions initially defined by Mr. Pierre Bellon are shared throughout Sodexo.
Each of these three managers has indisputable skills and strong experience in his/her field, as evidenced by their detailed biographies, available on the Sodexo website.
Although these three managers are employees of Bellon SA, they are part of Sodexo’s Leadership Team and are subject to the same conditions as the other members.
These three managers do not receive any other form of compensation from Bellon SA.
The amount invoiced for Fiscal 2023 is 4.77 million euros, compared to 3.47 million euros the previous year. The increase of this compensation is mainly linked to salaries and social charges, taking into account the full-year effect of the provision of the three positions covered by the Agreement over the period.
The Board considers that this agreement is in line with the interests of all shareholders given:
Indeed, this agreement guarantees that the values, culture and ambitions initially defined by the founder, Pierre Bellon, are shared throughout Sodexo. From its creation more than fifty years ago, Pierre Bellon wanted Sodexo to be the community of its customers, consumers, employees and shareholders. This conception of the Company, a precursor to the current rise of social and environmental concerns, is one of the fundamental principles of Sodexo’s development and guarantees a business model that creates value for all stakeholders. It is through these three key managers that Sodexo ensures that this business model remains the foundation of all decisions.
This agreement is fully aligned with the interests of all Sodexo shareholders and stakeholders due to:
