The Audit Committee also reviewed the annual consolidated financial statements for Fiscal 2023 and the interim consolidated financial statements for the first half of Fiscal 2024. In addition, it examined the sections of the Fiscal 2023 Universal Registration Document relating to risk management and internal control procedures, as well as the content of the Half Year Financial Report, and reviewed the draft financial press releases before they were submitted to the Board of Directors.
Part of the meetings dedicated to reviewing the Group’s annual and half-year results took place with the Statutory Auditors and without the management.
In addition to formal Committee meetings, the Chairman of the Audit Committee also had meetings during the fiscal year with the Chairwoman and CEO, the Senior Vice President Group Internal Audit, the Chief Financial Officer and the Statutory Auditors.
NOMINATING COMMITTEE
| COMPOSITION AS OF AUGUST 31, 2024 | |
|---|---|
| Gilles Pélisson(1) | Chairman, independent director |
| François-Xavier Bellon | Director |
| Nathalie Bellon-Szabo | Director |
| Luc Messier | Lead Independent Director |
| Cécile Tandeau de Marsac | Independent director |
(1) On December 15, 2023, Gilles Pélisson joined and became Chairman of the Nominating Committee.
60%independent directors*
100%attendance rate
6meetings
This Committee regularly assesses the competencies and experience that the Board of Directors needs, and more generally, the situation of directors in relation to the criteria concerning the composition of the Board of Directors specified in the relevant legislation, the AFEPMEDEF Code and the Board’s Internal Rules.
It examines candidates and proposals made by the Chairwoman of the Board of Directors in relation to director nominations. For this purpose, it may retain the services of external executive search firms to identify candidates, while ensuring that the backgrounds of shortlisted candidates are adapted to its current needs.
It provides an opinion to the Board of Directors on the appointment of the Chief Executive Officer and, as appropriate, one or more Deputy Chief Executive Officers.
The Nominating Committee is also responsible for preparing a succession plan for the Group’s key Corporate Officers and members of the Sodexo Leadership Team. This plan is regularly reviewed to ensure that the Committee is always in a position to propose succession solutions in the event that a position falls vacant unexpectedly.
Following her appointment as Chairwoman and CEO, Sophie Bellon is no longer a member of the Nominating Committee. However, she is involved in the Committee’s work selecting and appointing new directors and also preparing and reviewing the succession plans, including her own.
The Committee regularly reviews the training plans for directors, as well as the induction process for new directors.
As part of its work, the Nominating Committee may use external specialists.
The Nominating Committee met six times in Fiscal 2024 and the attendance rate was 100%.
In addition to the above matters, the Committee’s work during the year included the following:
- reviewing the resolutions under its competencies submitted to the Annual Shareholders Meeting;
- reviewing the relevant sections of the Corporate Governance Report published in the Fiscal 2023 Universal Registration Document;
- reviewing the succession plans for the members of the Sodexo Leadership Team at four meetings, including that of the Chief Financial Officer;
- reviewing the succession plan for the Chairwoman and CEO at two meetings;
- renewal of the term of office of the Chairwoman and CEO;
- reappointing directors;
- the composition of the Committees;
- regularly discussing the recruitment of new directors;
- assessing directors’ independence, with particular attention to any business relationships;
- Pluxee’s governance;
- director training;
- reviewing a benchmark on CSR and the composition of the Sustainability Committee;
- regulatory developments;
- reviewing the Committee charter..
COMPENSATION COMMITTEE
| COMPOSITION AS OF AUGUST 31, 2024 | |
|---|---|
| Cécile Tandeau de Marsac | Chair, independent director |
| François-Xavier Bellon(1) | Director |
| Philippe Besson | Director representing employees |
| Jean-Baptiste Chasseloup de Chatillon(1) | Independent director |
| Federico J. González Tejera | Independent director |
(1) On December 15,2023 François-Xavier Bellon and Jean-Baptiste Chasseloup de Chatillon joined the Compensation Committee.