The disclosure provided in this section complies with:
Established by the Board of Directors on the basis of recommendations made by the Compensation Committee, this section describes:
The compensation policy applicable to Corporate Officers (Chairman or Chairwoman, Chief Executive Officer and members of the Board of Directors) sets out the principles and criteria used to determine, allocate and award the fixed, variable and exceptional components of the total compensation and benefits payable for the duties performed under the terms of their corporate office.
This policy is reviewed annually by the Board of Directors, on the basis of recommendations made by the Compensation Committee. The policy is in Sodexo’s best interests, contributes to its long-term performance and is fully in line with Group strategy. Consequently, the principles and criteria used to determine the Chief Executive Officer's variable compensation align his/her interests with those of the Company's shareholders and other stakeholders by factoring in performance targets based on economic, financial, social and environmental indicators.
The principles and criteria in the compensation policy for Corporate Officers will apply in Fiscal 2025 to all persons who hold a Corporate Officer position within the Company.
The Compensation Committee is comprised of five directors, including one director representing employees in accordance with the recommendations of the AFEP-MEDEF Code. It may use the services of external advisors specialized in Corporate Officer compensation and also takes into account feedback from discussions with institutional shareholders.
In accordance with article L.22-10-8 III of the French Commercial Code, the Board of Directors, based on the recommendations of the Compensation Committee, may temporarily waive the application of the compensation policy during the fiscal year, until an amended compensation policy is approved by the next Annual Shareholders Meeting, provided the waiver is otherwise in the Company’s interests and necessary to securing the Company’s sustainability or viability. Exceptional circumstances may arise from a major event impacting Sodexo’s markets and/or main competitors (market downturn, pandemic, etc.).
In addition, the Board of Directors may exercise its discretion regarding the application of the compensation policy for Corporate Officers to adjust it in certain exceptional circumstances, such as a significant change in the Corporate Officers’ scope of responsibility, a major event impacting Sodexo’s markets and/or main competitors (market downturn, pandemic, etc.), a major change in the Group’s scope of consolidation following a merger, acquisition or disposal, or the creation or termination of a significant business activity or a change in accounting principles.
In both cases, the Board of Directors may, on the recommendation of the Compensation Committee, adjust certain performance criteria (objectives, targets, weights, trigger thresholds, etc.) for annual and long-term variable compensation, either upwards or downwards, it being specified that the maximum total amount of such compensation may not be modified under any circumstances.
In the event of changes, the Board would ensure that compensation reflects the executives’ performance and would maintain a strong correlation between compensation and the Company’s performance.
In such specific situations, the adjustments made to the compensation policy for would be publicly disclosed and subject to a binding ex-post shareholder vote.
Pursuant to article L.22-10-8 II of the French Commercial Code, the compensation policies for Sodexo’s Corporate Officers will be submitted for approval at the Ordinary Annual Shareholders Meeting to be held on December 17, 2024.
