It regularly carries out the controls and verifications that it deems appropriate and particularly concerning progress made on the performance metrics set by the Board.
It appoints the Corporate Officers responsible for managing the Group’s general policies.
The Board of Directors ensures the existence and effectiveness of the management of the Group’s commitments, risks and internal control procedures, and oversees the quality of the information provided to shareholders and the financial markets in the financial statements and in connection with major financial transactions.
It ensures the implementation of a mechanism for the prevention and detection of corruption and influence peddling and receives all the information necessary for this purpose.
The Board of Directors also ensures that the Chief Executive Officer implements non-discrimination and diversity policies and a vigilance plan.
As required by law, the Board of Directors approves the financial statements for publication, decides on appropriation of net income, proposes dividends, and makes decisions on significant investments and the Group’s financial policy.
At least five days ahead of Board meetings, each director is given briefing documents so that he or she can review and/or investigate the issues to be discussed.
The Group’s senior executives make regular presentations to the Board of Directors, in particular at the meeting during which the budget is discussed:
- the Chief Executive Officer and the other operational executives, each in their area of responsibility, discuss the potential for growth, competitive positions, the ambition and the strategy for achieving it, and the principal components of their action plans;
- Group executives in each functional area (Human Resources, Finance and Strategy) present their recommendations regarding strategy and policy developments, progress achieved and to be achieved and action plans for implementation within the Group.
The Board of Directors performs periodic in-depth reviews of the financial statements at meetings attended as necessary by members of the Group’s operational and functional management teams as well as by the external auditors.
The Board of Directors meets at least once a year in an executive session.
The Board of Directors is also kept regularly informed of questions, comments or criticism from shareholders, whether at meetings with shareholders or by mail, e-mail or conference call. The Lead Director, in coordination with the Chairwoman, is the Board’s spokesperson on matters of governance to investors and shareholders. He raises queries from shareholders on matters of governance with the Board.
Board meetings during the fiscal year
BOARD MEETINGS
The Board of Directors met thirteen times during Fiscal 2024 (including virtually and by written consultation), in compliance with the Board of Directors’ Internal Rules stating a minimum requirement of six meetings per year.
In addition, one executive session was held following a Board meeting, convening the directors and, in part, only the independent directors in the absence of management.
The work of the Board of Directors focused in particular on:
Corporate governance
- approving the Management Report of the Board of Directors and the Corporate Governance Report for Fiscal 2023;
- reviewing the Fiscal 2023 Universal Registration Document;
- assessing the operating procedures and membership structure of the Board of Directors and the Committees, as well as a follow-up report on actions taken in response to the external evaluation carried out in 2023;
- reviewing the report on the work of the Lead Director;
- proposing the reappointment of several directors;
- proposing the appointment of a new director;
- renewing of the terms of office of the Chairwoman and CEO and consequently maintaining the Lead Director functions;
- assessing directors’ independence, including any business relationships they may have with the Sodexo Group;
- setting up the Sustainability Committee and approving its charter;
- reviewing the internal rules of the Board and the charters of the specialized Committees in particular to take into account the entry into force of the CSRD Directive and the setting up of a Sustainability Committee;
- the annual review of related-party agreements, and more specifically the renewal of the service agreement between the Company and Bellon SA;
- authorizing the sale of Sofinsod shares to Bellon SA in order to simplify Sodexo's shareholder structure and monetize an illiquid asset;
- calling the Annual Shareholders Meeting, preparing the Board of Directors’ Report to the Annual Shareholders Meeting, and reviewing the resolutions to be put to the shareholders’ vote;
- calling the Shareholders Meeting deciding on the Pluxee spin-off, preparing the report to the meeting and reviewing the resolutions submitted to the shareholders' vote;
- discussing on the Group’s ethics and compliance program;
- examining the work carried out and recommendations made by the Nominating Committee;
- reviewing the succession plans for the Sodexo Leadership Team members;
- reviewing the succession plan for the Chairwoman and CEO;
- reviewing the composition of the Committees;
- regulatory developments.
Compensation
- reviewing and modifying the compensation policy for the Chairwoman and CEO;
- reviewing the compensation of the Board members and of the Lead Director;
- defining the compensation policy of the executive officer, as well as the compensation policy for directors to be submitted to the Annual Shareholders Meeting;
- reviewing 2023 gender pay equity;
- reviewing Human Resources mapping and projects for Fiscal 2024;
- adopting the restricted and performance share plans;
- adjusting the number of performance shares and the performance conditions of the free share and performance share plans as a result of the Pluxee spin-off;
- determining the achievement levels of the performance conditions for the 2021 performance share plan;
- more generally, examining the work carried out and recommendations made by the Compensation Committee.
