A member of the Board of Directors is deemed independent when he or she has no relationship of any kind with the Company, the Group, or its management that could compromise his or her ability to exercise independent judgment. This independence ensures freedom of expression and judgment, which contributes to the quality of the Board’s discussions and deliberations.
The criteria for assessing the independence of Board members, formalized by the Board of Directors since 1995, are as follows:
| Criterion 1 |
Employee or Corporate Officer in the previous five years Not to be and not to have been during the course of the previous five years:
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|---|---|
| Criterion 2 |
Cross-directorships Not to be an Executive Corporate Officer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or an Executive Corporate Officer of the Company (currently in office or having held such office during the last 5 years) is a director. |
| Criterion 3 |
Significant business relationships Not to be a customer, supplier, commercial banker, investment banker or consultant:
The evaluation of the significant or non-significant relationship with the Company or its Group must be debated by the Board and the quantitative and qualitative criteria that lead to the evaluation (continuity, economic dependence, exclusivity, etc.) must be explicitly stated in the Corporate Governance Report. |
| Criterion 4 |
Family ties Not to be related by close family ties to a Corporate Officer. |
| Criterion 5 |
Statutory Auditors Not to have been a Statutory Auditor of the Company within the previous 5 years. |
| Criterion 6 |
Term of office exceeding 12 years Not to have been a director of the Company for more than 12 years. The status of independent director is lost as soon as the 12-year limit is reached. |
| Criterion 7 |
Status of non-Executive Corporate Officer A non-Executive Corporate Officer cannot be considered as independent if he or she receives variable compensation in cash or in shares or any compensation linked to the performance of the Company or the Group. |
| Criterion 8 |
Status of major shareholder Directors representing major shareholders of the Company or its parent company can be considered as independent provided that they do not contribute to the control of the Company. However, beyond the threshold of 10% shareholding or voting rights, the Board, based on the report of the Nominating Committee, systematically reviews the qualification of independence, by taking into account the share ownership in the Company and the existence of a potential conflict of interest. |
Each year, each director receives an individual questionnaire to assess his or her independence. The Nominating Committee reviews the responses to identify any business relationships between Sodexo, its Group or its management, on the one hand, and the entity or group from which the director originates and in which he or she holds executive responsibilities, on the other.
If such a relationship is identified, its significance is rigorously assessed by the Board, both quantitatively and qualitatively. The following observations were made:
For Fiscal 2025, six members of the Board were considered independent directors.
