Universal Registration Document - Fiscal 2023

7. Corporate governance

Sodexo Corporate Responsibility indicator

The Corporate Responsibility indicator has been changed as from the Fiscal 2024 plan.

This diagram shows the Sodexo corporate responsibility indicator. The Corporate Responsibility indicator has been changed as from the Fiscal 2024 plan.

Our climate action levers:

Energy: To reduce the direct carbon footprint, the measurable criteria for fiscal 2024 is the percentage of hybrid, electric, and alternative fuel vehicles. The impact on Sodexo's carbon footprint involves reducing scope 1 and 2 emissions.

Cuisine: To reduce the carbon footprint of the meals served, the measurable criteria for fiscal 2024 is the percentage of plant-based and/or vegetarian dishes in the menus. The impact on Sodexo's carbon footprint involves reducing scope 3 emissions.

Products: To build a low-carbon supply chain, the measurable criteria for fiscal 2024 is the percentage of plant-based and/or vegetarian dishes in the menus. The impact on Sodexo's carbon footprint involves reducing scope 3 emissions.

Waste: To reduce the carbon footprint associated with food waste, the measurable criteria for fiscal 2024 is the percentage reduction of food waste. The impact on Sodexo's carbon footprint involves reducing scope 3 emissions.

If it became necessary to change the related criteria, the Board of Directors would ensure consistent and stringent criteria over the long-term.

CONTINUED PRESENCE CONDITION

In order for his/her performance shares to be delivered, the Chief Executive Officer must be present within the Group at the vesting date.

SHAREHOLDING AND WITHHOLDING OBLIGATIONS

In accordance with article L.225-197-1 of the French Commercial Code, the Chief Executive Officer is required to hold in registered form, for the duration of his/her term of office, a number of vested shares. The value has been set by the Board of Directors at 30% of his/her annual fixed compensation at the date the shares are delivered.

In addition, the Chief Executive Officer is required to hold shares for a value equivalent to 200% of his/her gross annual fixed compensation, and this portfolio must be built up over a maximum period of three years.

As part of the external recruitment process for a new Chief Executive Officer from a company outside the Sodexo Group, compliance will be required as from the vesting date of the first share award, i.e., three years following the initial grant by the Company.

In addition, as long as he/she remains in office, the Chief Executive Officer may not use hedging instruments on any granted performance shares.

Multi-year compensation

The Board of Directors has decided not to create a multi-year compensation system, preferring instead to apply a share-based long-term compensation program, which it considers to be more closely aligned with the interests of the Company's shareholders.

However, the Board may envisage putting in place such a system if any regulatory changes or other changes in circumstances were to render share award not appropriate or impossible. If a multi-year compensation plan were to be set up, it would be based on the same principles and criteria as those used for determining and allocating performance shares and the same grant cap would apply.

Exceptional compensation

The compensation policy does not permit the granting of exceptional compensation to the Chief Executive Officer.

Supplemental pension plan

The Chief Executive Officer is a beneficiary of a defined benefit pension plan governed by article L.137-11-2 of the French Social Security Code. This plan is also available to the Group’s most senior executives holding an employment contract with one of its French subsidiaries.

This pension plan was introduced in 2021 in line with the following rules: subject to one year of seniority within the Group, pension rights of up to 0.5% per year are granted for the first five years of the plan, and then up to 1% beyond five years, not exceeding a total of 10%. The rights are determined based on the fixed and variable compensation received during the calendar year by virtue of the role of Chief Executive Officer. The rights vest subject to an achievement rate for his/her annual variable compensation targets of at least 80%. The resulting pension tops up the pensions provided by the basic compulsory plans and does not generate any corresponding obligation on the Company’s balance sheet.