SODEXO | Phitrust has submitted three written questions for the Annual General Meeting on the 23rd of January 2018.
1. The first question concerns Michel Landel’s non-competition compensation. After having spent 35 years of his career within Sodexo, Mr Landel, aged 66, will cease his duties as CEO. The 4th resolution proposes to vote on his non-competition compensation. Taking into consideration Mr Landel’s age and his seniority within Sodexo, this payment gives the impression to be a disguised retirement benefit, which does not respect the French Afep-Medef Code.
2. The renewal of the Services Agreement with Bellon SA could be renewed for a period of 5 years, period which seems inadequate in regards of the risks of modifications in the legal environment and/or fiscal framework, along with the potential risks of conflicts of interest that this type of relation can create.
3. The 16th resolution concerns the remuneration of the new CEO, Denis Machuel. This resolution proposes to vote on the CEO’s remuneration policy (French law, “loi Sapin II”), without specifying the amount of the fixed remuneration that enables the determination of the variable component of the Mr Machuel’s remuneration. There is a risk of invalidation of this resolution, as the French law requires that all elements of the remuneration have to be approved by the Annual General Meeting (Article L.225-37-2 of the French Commercial Code) and that a report specifying all the elements of the remuneration has to be attached to the Chairman’s Management Report (Article R225-29-1).
Phitrust expects that the Board of Sodexo will bring adequate answers to these questions by modifying the proposed resolutions before the Annual General Meeting on January 23rd, which would be greatly appreciated by all investors as well as minority shareholders.