On January 21, 2014, the Shareholders Meeting decided on the conditions of appointment to the Board of Directors of one or more directors representing employees. Directors representing employees are appointed for a period of three years. Subject to the specific legal provisions applicable to them, for instance the absence of any obligation to hold shares, directors representing employees are bound by the same legal and corporate rules and regulations (including the Company’s bylaws and the Board of Directors’ Internal Rules) and have the same rights and are subject to the same obligations as those applicable to the other Company’s directors.
Initially, one director representing employees, Philippe Besson, was appointed in 2014 by the trade union that obtained the most votes in the first round of the elections in France of union representatives and joined the Board at its meeting on June 18, 2014. He was then reappointed in 2017, in 2020 and again in 2022 for a further three- year term effective from the Shareholders Meeting held on December 19, 2022.
A second director representing employees, Cathy Martin, was appointed by the European Works Council in 2015 and became a member of the Board at its meeting on September 10, 2015. She was reappointed in 2018, in 2020 and again in 2023 for a further three-year term effective from the Shareholders Meeting held on December 15, 2023.
In addition, in accordance with applicable law, a member of the Social and Economic Committee (Comité Social et Economique) sits on the Board of Directors in an advisory capacity.
The Board does not have any directors representing employee shareholders, as the amount of the Company’s capital held by employees does not exceed the 3% threshold that triggers the requirement for such a director, as set in article L.22-10-5 of the French Commercial Code.
Sodexo is governed by a Board of Directors, which has been chaired by Sophie Bellon since January 26, 2016.
At its meeting of February 15, 2022, the Board of Directors unanimously decided to appoint its Chairwoman, Sophie Bellon, as Chief Executive Officer of Sodexo with effect from March 1, 2022, a position she had already occupied on an interim basis since October 1, 2021 following the termination of the office of Denis Machuel as Chief Executive Officer on September 30, 2021.
Noting the excellent momentum surrounding the priorities set by Sophie Bellon in order to strengthen Sodexo’s competitiveness and accelerate its transformation, and thanks to her in-depth knowledge of the Group’s activities, which she joined in 1994, the Board considered that she was best placed to lead the Group into a new stage in its history and that recruiting an external personality would necessarily slow down this dynamic.
On the renewal of her mandate as director which was submitted to the Shareholders Meeting of December 15, 2023, the Board of Directors once again questioned the Company’s mode of governance. Considering, more particularly, the context of the Group, the measures in place to ensure the balance of powers and the proper functioning of governance, it decided on October 25, 2023 in accordance with the recommendation of the Nominating Committee to confirm Sophie Bellon in her functions as Chairwoman and CEO.
The Board of Directors considers that the current unified mode of governance, the effectiveness and proper functioning of which it has observed since Sophie Bellon’s appointment, remains the most adapted to the Group’s current challenges and ensures the perfect alignment between the definition of the strategy and its execution and a governance guaranteeing responsiveness and agility in decision-making processes within the Company.
The Board of Directors also took into account the mechanisms and means implemented to ensure the balance of powers and promoting the proper functioning of governance in place, in particular:
The strong involvement of the Board of Directors, illustrated by the attendance rate, the quality of interactions within the Board and with members of the management teams, the organization of executive sessions (excluding participation of management and employees) as well as that of regular information to the Board also promote this balanced and effective governance in the specific context of the Group.
The Chairwoman and CEO organizes and directs the work of the Board of Directors, and reports to the shareholders at the Shareholders Meeting. She represents the Board in matters concerning third parties such as employee representatives, Statutory Auditors or shareholders.
The Chairwoman and CEO oversees the functioning of the Company’s Corporate Governance structures and, in particular, ensures that the Board members are able to fulfill their duties.
The Chairwoman and CEO has the broadest powers to act on behalf of the Company in all circumstances and exercises those powers within the scope of the corporate purpose and subject to the powers granted expressly by law to Shareholders Meetings and to the Board of Directors. As such, the Group’s operational and functional teams report to her.
The Chairwoman and CEO represents the Company in its dealings with third parties.
The limitations on the powers of the Chairwoman and CEO are set out in the appendix to the Internal Rules of the Board of Directors.
The Chairwoman and CEO is required to obtain the prior consent of the Board to grant any guarantee insofar as they meet the following conditions:
