Site visits are also offered to give directors a better understanding of the Group’s activities and operating model. Beyond this initial phase, director training continues throughout their term of office. It may include additional modules, particularly on sustainability, with a focus on climate-related issues.
In Fiscal 2025, the sustainability training cycle launched in 2023 continued. In June 2025, the Board of Directors held a strategy seminar in the United States, the Group’s largest market. The seminar included site visits and presentations by local teams. It provided Board members with an opportunity to review the Group’s strategic priorities in detail with the U.S. teams and to share their expectations regarding strategy. Holding a strategy seminar was one of the requests made during the Board’s most recent external assessments.
The creation of the Sustainability Committee was accompanied by targeted training and site visits. All directors, particularly members of the Committee, were invited to attend in-depth sessions led by internal and external experts on social and environmental matters.
For example, directors attended a conference led by an external speaker on ecological transition which brought together scientists, business leaders, and members of civil society. Topics included:
- integrating sustainability into transformation strategies to maximize profitability;
- navigating an uncertain geopolitical environment;
- leading large-scale sustainable transformations; and
- building a prosperous and sustainable future with confidence.
Another training session, jointly designed by Sodexo’s sustainability teams and an external expert, focused on sustainability. It addressed the geopolitical, regulatory, and economic dimensions of sustainability, as well as Sodexo’s positioning on these issues. This training also formed part of the Board members’ efforts to deepen their understanding of sustainability-related topics. Each presentation was followed by a discussion session.
The Chairwoman of the Sustainability Committee, an independent director, received specific external training tailored to her role as Chairwoman of the Sustainability Committee. She also attended and coordinated all training sessions provided to the directors.
Site visits were organized in the United Kingdom at the beginning of Fiscal 2025, with all Board members in attendance. These visits were designed, among other things, to train directors on the implementation of the sustainability policy. The directors visited production sites as well as company restaurants, allowing them to observe how the sustainability policy is applied on site.
In line with the AFEP-MEDEF Code recommendations, the Group’s climate-related challenges were presented at the Shareholders Meeting held on December 17, 2024.
A training session on cybersecurity issues was organized by the Chief Cybersecurity Officer together with an external firm. All members of the Board of Directors attended this training.
Training of directors representing employees
The Board of Directors ensures that directors representing employees have sufficient time to prepare for meetings and receive appropriate training, in accordance with legal requirements. Since joining the Board, directors representing employees have completed several training sessions organized by the French Institute of Directors (IFA), as well as internal sessions offered by the Group’s cross-functional departments, which are accessible to all Board members.
Olivier Marchand was appointed as a director following the Shareholders Meeting held on December 17, 2024, and joined the Board of Directors, succeeding Philippe Besson. As part of his onboarding, a specific training program —both internal and external — was implemented. Like Cathy Martin, also a director representing employees, upon joining the Board of Directors, he completed a corporate director training program that included modules on ethics, corporate responsibility, and governance.
In 2025, the training program for directors representing employees continued based on identified needs. Cathy Martin notably completed a course entitled "Integrating ESG Factors into "your Corporate Strategy" delivered by HEC Montréal, as well as a multi-month leadership program.
Board meetings during the fiscal year
BOARD MEETINGS
independent directors*
attendance rate
meetings
The Board of Directors met nine times during Fiscal 2025 (including remotely), in accordance with the Internal Rules, which require a minimum of six meetings per year.
Following the internal assessment conducted in 2024, directors expressed a desire for dedicated forums in which non-executive members could discuss their views. In response, three executive sessions were held subsequent to Board meetings, without directors representing employees or executive directors present. Some of these sessions were held exclusively between independent directors.
A fourth session was held in the same format following the strategy seminar organized in the United States.
From now on, dedicated time is systematically set aside at the end of each Board meeting to allow for an executive session if circumstances warrant it. Part of the session may be held exclusively between independent directors.
Corporate governance
During Fiscal 2025, the Board of Directors:
- approved the Board of Directors’ Management Report and the Corporate Governance Report;
- reviewed the Fiscal 2024 Universal Registration Document;
- reviewed the results of the Board and Committees assessment conducted in 2024;
- began the assessment process for the Board, its Committees, and their chairmanships for Fiscal 2025;
- heard the report presented by the Lead Director;
- reviewed several proposals regarding Board composition, including the reappointment of a director and the proposed appointment of three new directors;
- acknowledged the replacement of one director representing employees;
- assessed the independence of directors, including potential business relationships with the Group;
- reviewed the Board’s Internal Rules and Committee charters, notably to reflect legislative developments and adjust the limitations of Chief Executive Officer’s powers regarding the disposal of equity interests;
- conducted the annual review of related-party agreements, in particular the management and services agreement between the Company and Bellon SA;
- prepared the convening notice for the Annual Shareholders Meeting, the related report, and the resolutions to be put to the shareholders' vote;
- reviewed the Group’s ethics and compliance program and as well as an update on the approval of the latest version of the Code of Conduct;
- examined the work and, where applicable, the recommendations of the Nominating Committee;
- reviewed the succession plans for Sodexo Leadership Team members;
- reviewed the succession plan for the Chairwoman and CEO and the resulting decision to separate the roles of Chairman of the Board and Chief Executive Officer;
- reviewed the composition of the Committees;
- analyzed regulatory developments.