7.1.1.4 Principles governing the composition of the Board of Directors
The Board of Directors regularly assesses whether the composition of the Board and of its specialized Committees is well balanced, particularly in terms of diversity (gender mix, nationality, age, competencies, etc.).
Diversity policy of the Board of Directors
| CRITERIA | OBJECTIVES | IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2024 |
|---|---|---|
| Director independence* | Director independence *OBJECTIVES Have at least one third of the Board’s members considered independent in accordance with the recommendations for controlled companies in the AFEP-MEDEF Code. |
Director independence *IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2024 Since December 19, 2022, 60% of the directors are deemed to be independent.
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| Gender balance* | Gender balance *OBJECTIVES Maintain an optimal gender mix on the Board of Directors. |
Gender balance *IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2024 As of August 31, 2024, the Board of Directors had twelve members (including two directors representing employees), comprising five women (including one female director representing employees) and seven men (including one male director representing employees). This 40%/60% ratio of women to men (excluding directors representing employees) gives the Board a gender balance that complies with the French legal requirements, according to which the proportion of women and men on Boards of Directors must be at least 40% for each gender.
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| Directors’ ages | Directors’ ages OBJECTIVES No more than one third of the directors to be over 70 years old, in accordance with the applicable legal requirements. |
Directors’ ages IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2024 Since January 21, 2020, all directors are under 70 years old. The average age of directors is 59.5 years. |
| Director nationality | Director nationality OBJECTIVES The composition of the Board of Directors is intended to reflect as closely as possible the geographic mix of the Group’s business and to incorporate a wide range of nationalities. |
Director nationality IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2024 The Board currently includes members from France, the United States, Canada and Spain. In addition, Sodexo’s directors have significant international experience and/or exposure, as they hold, or have held, positions or directorships in international companies or exercise key roles outside France. |
| Directors representing employees | Directors representing employees OBJECTIVES Appointment of directors representing employees. |
Directors representing employees IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2024 Since 2014, the Company has had two directors representing employees. Philippe Besson is on the Compensation Committee and Cathy Martin is on the Audit Committee. Cathy Martin also serves on the Sustainability Committee since its creation in 2024. |
* In accordance with French law and the AFEP-MEDEF Code, directors representing employees are not included in the calculation of the representation of men and women on the Board or the percentage of independent directors.