When presenting the report on the work of the Compensation Committee concerning the remuneration of the Chairwoman and CEO, the Board of Directors deliberates without her presence, under the chairmanship of the Lead Director.
Each year, a whole day is devoted to strategy presentations by operational and support teams, in addition to the plans that are regularly presented during the year at other Board meetings. This annual session is the occasion for high-quality discussions between the directors and the Company’s senior management team and are extremely appreciated by everyone involved. During Fiscal 2024, this day took the form of an offsite strategic seminar (see above).
At least once a year, the Board of Directors devotes an agenda item to discussing its operating procedures, and every three years it organizes a formal external assessment of these procedures.
In 2022, the assessment covered the following six topics:
A new external formalized assessment took place in 2023. The assessment was performed by a consulting firm and consisted of a questionnaire and individual meetings with all Board members.
The Company’s practices were compared with the best practices of comparable companies in terms of the functioning of the Board of Directors.
This assessment also focused on the analysis of the individual participation of each director.
The findings of this external assessment have been presented to the Board of Directors during Fiscal 2024. In addition to the overall assessment, the individual assessment was followed up by individualized personal and confidential feedback meetings aimed at discussing with each of the directors their effective contribution to the work of the Board of Directors.
In general terms, the 2023 assessment shows that the Board of Directors operates in a highly satisfactory manner, particularly with regard to: the composition of the Board of Directors, the provision of information and, in particular, the quality of presentations and their harmonization, the improvement in the Board's operations and the actions taken following previous assessments, and the agendas of the Committees and the Board of Directors, which are correctly distributed.
The following areas for improvement have been identified in order to continue the process of continuous improvement in the operation of the Board of Directors: an annual strategy seminar to discuss the Group’s overall strategic vision, medium- and long-term prospects and competitive positioning; examination of certain subjects in greater depth, such as risk management, digital technology, customer vision and talent management, by continuing to give regular presentations to members of the Sodexo Leadership Team; continuing to work on succession plans and informing the Board of Directors about the work of the committees; continuing to take account of environmental issues and corporate responsibility matters.
These recommendations were implemented for the remainder of 2024.
Board strategy seminar was organized and a Sustainability Committee was set up to provide a detailed overview of the Group’s environmental and social issues. Particular attention has also been paid to the reports made by the Committees to the Board of Directors on the various items on the agenda.
Lastly, the areas for improvement in the composition of the Board identified in previous internal assessments, i.e. internationalization and inclusion of executive officers profiles with in-depth business transition/transformation experience, including in the digital field, as well as increasing the representation of service professions, continue to be taken into account in the selection process.
