The Chief Executive Officer has the use of a company car. The insurance, maintenance and fuel costs (related to professional use) are covered by Sodexo.
The Chief Executive Officer is a member of the Company’s collective health and benefit plans, subject to the same terms and conditions as those applicable to all employees of the Group’s French entities.
As the Chief Executive Officer does not have a French employment contract, the Company reserves the right to subscribe to a private unemployment insurance policy with the French Association of Unemployment Insurance for Corporate Officers (Association pour la garantie sociale des chefs et dirigeants d’entreprises — GSC). Under this policy, if the Chief Executive Officer were to lose his/her office, he/she would receive benefits for a maximum period of 24 months.
Sophie Bellon has requested not to benefit from this coverage.
The compensation policy for the Chief Executive Officer provides that, if he/she is forced to leave the Group, he/she is entitled to an indemnity representing up to twice the amount of his/her annual gross compensation (fixed and variable) received over the twelve months preceding the termination.
This indemnity is not applicable in cases of voluntary resignation, retirement, or removal from office for gross or willful misconduct.
This indemnity will be paid subject to an achievement rate for the Chief Executive Officer’s annual variable compensation targets of at least 80% for each of the two fiscal years ended prior to the termination of office.
In the event that the term of office is terminated in its first year, the indemnity will be calculated prorata temporis on the basis of a maximum amount equivalent to six months of total gross compensation (annual target fixed and variable), subject to the performance conditions relating to Sodexo’s financial and operating performance, which will be assessed by the Board of Directors based on the period considered.
In addition, in the event that the term of office is terminated in its second year, the indemnity will be calculated prorata temporis on the basis of a maximum amount equivalent to twelve months of total gross compensation (annual fixed and variable effectively paid) in respect of the previous year, subject to an achievement rate for the Chief Executive Officer's annual variable compensation targets of at least 80% for the first full year of his/her term of office.
Under no circumstances can the maximum overall indemnity payable to the Chief Executive Officer in respect of the non-compete agreement and/or his/her indemnity on termination of office exceed 24 months of his/her fixed and variable compensation.
Sophie Bellon has waived eligibility for this indemnity.
In the event of the termination of the Chief Executive Officer’s term of office, he/she will be subject to a non-compete obligation for a term of 24 months, restricting his/her freedom to hold any position as an employee or Corporate Officer, or carry out any consulting work, either directly or through another legal entity, for any of Sodexo’s competitors. As consideration for these restrictions, an indemnity is paid on a staggered basis, the amount of which is capped at 24 months of his/her fixed and variable compensation awarded for the fiscal year preceding the termination.
The maximum aggregate amount paid to the Chief Executive Officer for (i) his/her non-compete agreement, and/or (ii) his/her indemnity on termination of office, may not exceed 24 months of his/her fixed and annual variable compensation.
The Board of Directors has the option to decide to waive the Company’s right to enforce this non-compete agreement when the Chief Executive Officer leaves the Group.
This non-compete indemnity is excluded if the Chief Executive Officer is leaving for retirement, and in any event once he/she reaches the age of 65.
This non-compete obligation applies to Sophie Bellon, without her being eligible for any financial compensation.
Rights to performance shares granted under the Group’s long-term incentive plans are retained in their entirety in the event of retirement.
Moreover, in accordance with the AFEP-MEDEF Code and the plan rules applicable to all beneficiaries of the Group’s performance share plans, the Board of Directors, on the recommendation of the Compensation Committee, may in exceptional circumstances authorize the retention of rights to any shares in the event of a forced departure from the Company.
In such a case, the number of shares that vest would necessarily be adjusted on a pro rata basis by reference to the actual time the Chief Executive Officer spent within the Group during the vesting period. The original vesting period would continue to run and the performance conditions would still apply.
In the event of a change of governance and the appointment of a new Chief Executive Officer during the fiscal year, the compensation structure and principles set out in the compensation policy approved by the Annual Shareholders Meeting will be applicable to the new Chief Executive Officer for the current fiscal year.
If the roles of Chairman/Chairwomen of the Board of Directors and Chief Executive Officer are separated, the compensation of the new Chief Executive Officer would then be determined in accordance with the principles of this compensation policy which take into account the duties and responsibilities of the position, the skills and the experience of the holder of the position and the market practice.
The compensation of the new Chairman/Chairwoman of the Board of Directors would be fixed in line with his/her non-executive role and market practice. It would comprise fixed compensation, collective health and benefit plans and company car. He/she would not be eligible for variable compensation or for the long-term compensation program.
If one or more Deputy Chief Executive Officers were appointed, the principles and criteria for determining, allocating and awarding the compensation components provided for in the executive officer’s compensation policy would also apply to them.
