The Board of Directors ensures that the compensation policy for Corporate Officers is adapted to the Company’s strategy and operating context and that its purpose is to enhance Sodexo’s medium and long-term performance and competitiveness by attracting and retaining the best talents. The policy is based on the following principles:
| COMPLIANCE | The compensation policy for the Company’s Corporate Officers is determined in accordance with the recommendations of the AFEP-MEDEF Code. |
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| COMPETITIVENESS | Market studies are regularly conducted – including with the assistance of external consulting firms – in order to benchmark the Company’s compensation packages against its peers (comparable companies in size and geographic scope), to form an overall vision of the challenges surrounding competitive compensation. The Compensation Committee uses two benchmark panels to review and analyze its compensation practices, considering that it is important to examine those of large companies in the French market as well as those of large companies operating in the Company’s sector in international markets. After the disposal of the Pluxee business, effective February 1, 2024, the Compensation Committee undertook a review of the comparison panels in order to reflect the Group’s new profile as a global player in Food and Facilities Management services, with a high density of employees, and its updated scope. The French peer group is now made up of the 20 lowest market capitalizations in the CAC 40 and of companies in the CAC Next 20 (excluding banks and insurance companies). The international peer group has been expanded to eight companies: Accor, Adecco, Aramark, Compass, Elior, ISS, Randstad and Securitas (see details in section 7.4.1.3). |
| COMPLETENESS – BALANCE | A comprehensive analysis of all of the components of Corporate Officers’ compensation and benefits is conducted using a component-by-component approach. An overall consistency analysis is also performed to ensure that the best balance is achieved between fixed and variable, individual and collective, short- and long-term compensation. |
| ALIGNMENT OF INTERESTS | Aligning interests means both ensuring that the Company has the ability to attract, motivate and retain the talent that it needs, and meeting the expectations of the Company’s shareholders and other stakeholders, particularly in terms of Corporate Social Responsibility, transparency, and associating compensation with performance. |
| PERFORMANCE | The performance conditions are stringent and are based on the key factors that contribute to the Company's profitable and sustainable growth, and more generally They are also in line with the Company’s published targets. Performance is assessed based on three factors, which are set out in the short- and long-term variable compensation plans applicable to the Group’s senior executives: (i) core financial performance, (ii) performance relative to Group peers and (iii) sustainable and responsible performance. |
| TRANSPARENCY | The compensation policy is governed by clear, straightforward and transparent rules. The Compensation Committee ensures that all of these principles are appropriately applied both in the work it performs and the recommendations it issues to the Board of Directors, as much in terms of determining the compensation policy as well as its implementation and the actual amounts of the compensation and benefits. |
Sodexo actively engages with its institutional shareholders and proxy advisors via regular meetings held to discuss the specific characteristics of the Group’s governance as well as best practices and developments concerning governance and compensation.
The Investor Relations team interacts frequently with the analysis teams of institutional shareholders and proxy advisors at individual meetings, governance roadshows and dedicated ESG investor conferences.
Individual shareholders who are members of the Shareholders Club are also invited to share their areas of interest so that the Company can more effectively prepare the Annual Shareholders Meeting and answer any questions they may have.
In 2023 and until February 2024, dialog with shareholders focused on the plan to spin off the Benefits & Rewards Services (Pluxee) activity, and on improving the Group’s performance.
Voting results in the Fiscal 2023 Annual Shareholders Meeting were:
99.3%of shareholders voted in favor of the information related to the compensation of Corporate Offciers and directors for Fiscal 2023
99.1%of shareholders voted in favor of the most recent envelope for directors' compensation
99.8%of shareholders approved the directors’ compensation policy for Fiscal 2024
99.3%of shareholders voted in favor of the compensation paid during or awarded for Fiscal 2023 to Sophie Bellon, Chairwoman and Chief Executive Officer
82.5%of shareholders approved the compensation policy applicable to the Chairwoman and Chief Executive Officer for Fiscal 2024
In a commitment to understanding the issues raised by shareholders during the vote on the Chairwoman and CEO’s compensation at the Annual Shareholders Meeting of December 15, 2023, Sodexo organized discussion sessions with its main shareholders and proxy advisors on governance matters. The Lead Director, Luc Messier, was involved in the discussions as part of his duties and gave focused attention to the issues raised by the participants. He reported back to the Board of Directors, in order to help it define the compensation policy for the Chief Executive Officer for Fiscal 2025.
Among the main issues discussed in the area of compensation was the impact of the Pluxee spin-off on variable compensation, the composition of the France and International peer groups, and the structure of the compensation package.
