Purpose
The Board of Directors is currently composed of 12 members, including two directors representing employees, six independent directors and five women (including one female director representing employees).
The terms of office of François-Xavier Bellon and Jean-Baptiste Chasseloup de Chatillon expire at the end of the December 17, 2024 Shareholders Meeting. It is proposed to renew their office. A detailed biography of each director is included in Section 7.1.1 of this Fiscal 2024 Universal Registration Document.
At the end of the December 17, 2024 Shareholders Meeting, if these resolutions are adopted, the Board of Directors would remain composed of 12 members, including six independent directors and five women (including one female director representing employees).
Purpose
The purpose of the fifth resolution is to reappoint François-Xavier Bellon as a director for a three-year term expiring at the close of the Annual Shareholders Meeting called to approve the financial statements for Fiscal 2027.
A non-independent director of Sodexo since July 26, 1989, François-Xavier Bellon provides the Board with his in-depth knowledge of Sodexo and his strategic vision acquired both during his ten years with the Group and as a director. His experience with the Adecco Group has given him solid knowledge of human resources management and international strategic negotiations.
His attendance for Fiscal 2024 was 100% for meetings of the Board of Directors, meetings of the Audit Committee and meetings of the Nominating Committee. He also attended three of the four meetings of the Compensation Committee, which he joined from December 15, 2023.
If the reappointment of François-Xavier Bellon is approved at the Combined Shareholders Meeting of December 17, 2024, he will continue to serve as a member of the same committees.
Purpose
The purpose of the sixth resolution is to reappoint Jean-Baptiste Chasseloup de Chatillon as a director for a three-year term expiring at the close of the Annual Shareholders Meeting called to approve the financial statements for Fiscal 2027.
An independent director of Sodexo since December 14, 2021 and the Chairman of the Audit Committee from the same date, Jean- Baptiste Chasseloup de Chatillon is a financial expert.
In the course of his career, as CFO of major international groups, he has been responsible in particular for purchasing, strategy, mergers & acquisitions, IT and real estate activities.
More recently, as a member of Sanofi’s Executive Committee, he contributed to validating and endorsing the company’s proposed strategic orientations and commitments in terms of reducing climate and environmental impacts, submitted by the Planet Care Impact Steering Committee, with a view to their operational implementation.
His attendance for Fiscal 2024 was 92% for meetings of the Board of Directors, and 100% for meetings of the Audit Committee and meetings of the Compensation Committee.
If the reappointment of Jean-Baptiste Chasseloup de Chatillon is approved at the Combined Shareholders Meeting of December 17, 2024, he will continue to serve as a member of the same committees.
