They are available in full on the Group’s website (www.sodexo.com). A summary of their principal components is provided below.
The main components of the Directors’ charter are described below.
Each director should be mindful of the Company’s corporate interest, exercise good judgment (particularly of situations, strategies and people), and look to the future in order to identify the risks and strategic challenges that lie ahead. Directors should also maintain their independence, be focused, active and engaged, and act with integrity.
The director's charter does not provide for rules limiting the number of offices held beyond those provided for in the AFEP-MEDEF Code.
Each director must personally own at least 400 Sodexo shares by the end of their first year of office (except for directors representing employees to whom no such requirement applies in accordance with French law).
To the extent possible, all Sodexo directors should attend Shareholder Meetings.
Any director of Sodexo who obtains undisclosed information during the course of his or her duties is subject to insider trading legislation. In accordance with the European Market Abuse Regulation, the Company may prepare specific insider lists if insider information has been identified and a decision has been made to postpone the publication of the relevant information.
Directors are prohibited from trading in Sodexo securities as follows:
Transactions in the Company’s securities carried out by directors must be disclosed to the French securities regulator (Autorité des marchés financiers – AMF) within three trading days of the transaction date. Directors are required to inform the Group Legal Department of all transactions in Sodexo securities.
Upon joining the Board, each director receives training adapted to his or her specific needs. Meetings are organized with the Chairwoman and CEO as well as Group executives. Meetings are also organized with certain executives and external advisors.
Site visits are arranged to provide an overview of the Group’s businesses and a better understanding of each activity. In addition, each director may receive additional training, notably on corporate responsibility issues, with a particular focus on climate topics. Board members training continues beyond their appointment and is a continuous process.
During Fiscal 2024, the corporate responsibility training cycle, begun in 2023, continued. It mainly consisted of site visits to give directors an insight into the new healthy and sustainable food models that are at the heart of the Group’s strategy, and in particular the low-carbon meal offer. These visits also enabled the directors to meet the site managers and their teams.
A specific training course has been organized to ensure that its directors have a good understanding of the issues related to business ethics. Delivered by in-house and external speakers, the training was combined with a practical case study aimed at understanding the issues involved in ethical dilemmas, particularly in relation to whistleblowing. In this way, the Board of Directors reiterated the importance of business ethics.
As part of the Group’s training cycle and knowledge of major events, the directors were invited to visit Sodexo’s facilities in the Paris 2024 Olympic Village. The Board of Directors was able to see the facilities set up to produce meals for the athletes and all those involved in the Olympic Village.
In June 2024, the Board of Directors held a strategic seminar. The seminar was organized around workshops, visits and presentations by experts. It provided an opportunity for the directors to review in detail, together with all the members of the Sodexo Leadership Team, the Group’s main strategic directions and to express their expectations regarding the strategy.
On this occasion, the directors took part in a cooking workshop focusing on the Group’s plant-based offerings, as well as the activities of Sodexo Live! They also heard from external experts on the major geopolitical issues facing the world, and the challenges surrounding cybersecurity and artificial intelligence. The strategy seminar was the result of one of the expectations expressed during the external assessment of the Board of Directors.
In addition, as part of the training on best governance practices, Board members who have joined Committees have received training and have been able to exchange views with external experts as well as with internal teams.
This series of training courses has helped directors to reflect on the issue of social and environmental responsibility being dealt with by one of the Board’s Committees. Until the creation of the Sustainability Committee on June 27, 2024, these issues, like those relating to strategy, were dealt with by the Board of Directors.
Specific training sessions will be organized following the creation of the Sustainability Committee. Directors who wish to do so, and in particular the Sustainability Committee members, will be invited to attend in-depth training courses on social and environmental responsibility topics, given by internal and external specialists. The Chair of the Sustainability Committee, who is an independent director, will receive specific training related to her duties.
Finally, and in accordance with the recommendations of the AFEP- MEDEF Code, the Group’s climate topics were presented at the Shareholders Meeting on December 15, 2023.
In addition, the Board ensures that directors representing employees are given the necessary time to prepare their participation in each Board meeting and that they receive the number of training hours required under the applicable legal provisions. Since joining Sodexo’s Board of Directors, Philippe Besson and Cathy Martin have participated in several training seminars organized by the French Institute of Directors (IFA) as well as in-house training courses delivered by several of the Company’s corporate functions, which are open to all of Sodexo’s directors. In addition, both Philippe Besson and Cathy Martin have undergone training that leads to certification as Board directors which includes modules on ethics and corporate responsibility. They began this training in Fiscal 2019 and were both certified during Fiscal 2020. During Fiscal 2024, they continued to receive training adapted to the needs they had identified.
The Board of Directors is a collegial body that acts in the Company’s best interests, in line with the Group’s corporate mission and purpose, taking into account the social and environmental challenges of its business, and in the best interests of all of the Company’s shareholders.
The Board defines the Group’s strategy, multi-year strategic direction, long-term objectives and overall policies, taking into consideration the social and environmental issues related to its activities, and ensures that they are properly implemented.
