Universal Registration Document - Fiscal 2023

7. Corporate governance

OBJECTIVE   WEIGHTING TARGET MAXIMUM
50% Financial performance

50% Financial performance

 

Organic revenue growth for Fiscal 2023, 2024 and 2025

50% Financial performance

WEIGHTING

20%

50% Financial performance

TARGET

100%

50% Financial performance

MAXIMUM

100%

OBJECTIVE

Underlying operating profit margin (excluding currency effects) for each of Fiscal 2023, 2024 and 2025

 

30%

WEIGHTING

100%

TARGET

100%

30% Stock market performance

30% Stock market performance

 

Sodexo's TSR ranking as compared with a panel of peers (Aramark, Compass, Edenred, Elior, ISS, Rentokil and Securitas), measured over 3 years

30% Stock market performance

WEIGHTING

30%

30% Stock market performance

TARGET

100%

30% Stock market performance

MAXIMUM

100%

20% CSR performance

20% CSR performance

 

Corporate Responsibility indicator

20% CSR performance

WEIGHTING

10%

20% CSR performance

TARGET

100%

20% CSR performance

MAXIMUM

100%

OBJECTIVE

Gender diversity

 

10%

WEIGHTING

100%

TARGET

100%

TOTAL FOR FISCAL 2023 TOTAL FOR FISCAL 2023

 

100%
TOTAL FOR FISCAL 2023

WEIGHTING

100%
TOTAL FOR FISCAL 2023

TARGET

100%
TABLE 6, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2021-02
  PLAN DATE NUMBER OF SHARES GRANTED DURING THE FISCAL YEAR VALUATION OF SHARES(1) (in euros) VESTING DATE AVAILABILITY DATE PERFORMANCE CONDITION

SOPHIE BELLON

CHAIRWOMAN AND CHIEF EXECUTIVE OFFICER

SOPHIE BELLON

CHAIRWOMAN AND CHIEF EXECUTIVE OFFICER

PLAN DATE

01/31/2023

SOPHIE BELLON

CHAIRWOMAN AND CHIEF EXECUTIVE OFFICER

NUMBER OF SHARES GRANTED DURING THE FISCAL YEAR

24,500

SOPHIE BELLON

CHAIRWOMAN AND CHIEF EXECUTIVE OFFICER

VALUATION OF SHARES(1)

(in euros)
1,784,516(2)

SOPHIE BELLON

CHAIRWOMAN AND CHIEF EXECUTIVE OFFICER

VESTING DATE

01/30/2026

SOPHIE BELLON

CHAIRWOMAN AND CHIEF EXECUTIVE OFFICER

AVAILABILITY DATE

01/31/2026

SOPHIE BELLON

CHAIRWOMAN AND CHIEF EXECUTIVE OFFICER

PERFORMANCE CONDITION

100%

(1) Valuation corresponding to the fair value on the grant date estimated taking into account the terms and conditions over the three-year vesting period (see note 5 of the appendix to the consolidated financial statements). The expense related to these shares is being recognized over a period of three years.

(2) Representing 0.02% of the Company's share capital at August 31, 2022 and 2.9% of all the performance shares granted during the fiscal year by the Board of Directors (in compliance with the limits set by the Shareholder’s Meeting of December 14, 2021, twentieth resolution). This performance share grant will have no dilutive effect on the Company’s share capital, since the corresponding plan provides for the performance shares which will vest will be exclusively treasury shares held by the Company.

Performance shares that became available during Fiscal 2023

No performance shares vested for Sophie Bellon, Chairwoman and Chief Executive Officer, during Fiscal 2023. As a reminder, no performance shares were attributed to Sophie Bellon before Fiscal 2023.

A description of the main terms of the plan for the granting of performance shares that became available during Fiscal 2023 is provided in Section 7.4.5.

History of performance share granted to the Chairwoman and Chief Executive Officer

No performance shares were granted to Sophie Bellon, Chairwoman and Chief Executive Officer prior to Fiscal 2023. A description of the performance shares granted for Fiscal 2023 is provided in Section 7.4.5 (table 9).

It should be remembered that Sodexo’s long-term compensation program currently consists solely of performance share grants.

The tables relating to stock options referred to in the AFEP-MEDEF Code are not applicable and have accordingly not been provided.

Summary of benefits – Chairwoman and Chief Executive Officer
TABLE 11, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2021-02
  EMPLOYMENT CONTRACT SUPPLEMENTAL PENSION PLAN COMPENSATION OR ENTITLEMENTS DUE OR LIKELY TO BECOME DUE AS A RESULT OF A CHANGE IN DUTIES OR LOSS OF OFFICE INDEMNITY RELATING TO A NON-COMPETE CLAUSE
  YES NO YES NO YES NO YES NO

Sophie Bellon

Chairwoman and Chief Executive Officer

Appointment date: January 26, 2016   X X*     X   X
Expiration of current term: Annual Shareholders Meeting held to approve the financial statements for Fiscal 2023

* Since her appointment on March 1, 2022 as Chairwoman and Chief Executive Officer, Sophie Bellon has been eligible for the supplemental pension plan described in Section 7.4.1.3.