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Registration Document

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01<br />

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254<br />

10<br />

Corporate Governance<br />

Compensation<br />

2.2 Compensation paid<br />

to non-executive directors<br />

No stock options have been granted to nonexecutive<br />

directors, and they are not eligible for any<br />

Sodexo <strong>Registration</strong> <strong>Document</strong> Fiscal 2011<br />

Fiscal 2010<br />

(in euro)<br />

Total annual<br />

compensation<br />

supplemental retirement plan or compensation or<br />

benefits potentially resulting from the assumption,<br />

termination or change of duties.<br />

Fiscal 2011<br />

(in euro)<br />

Total annual<br />

compensation<br />

Fixed Variable<br />

Fringe<br />

benefits<br />

(1) Fixed Variable (1)<br />

Fringe<br />

benefits<br />

Astrid Bellon (2) 97,296 - - 97,926 - -<br />

François-Xavier Bellon (2) 97,296 - - 97,926 - -<br />

Sophie Clamens (3) 259,590 15,471 2,940 287,699 25,271 2,940<br />

Nathalie Szabo (4) 198,526 7,371 3,773 239,808 - 3,785<br />

Patricia Bellinger (5) 34,600 - - 34,600 - -<br />

(1) Variable compensation is conditioned upon meeting quantitative and qualitative targets.<br />

(2) Compensation paid for membership on the Management Board of Bellon SA.<br />

(3) Compensation paid for her position as Chair of the Management Board of Bellon SA (144,300 euro for Fiscal 2010 and 157,636 euro for Fiscal 2011)<br />

and for her position as Chief Executive Officer of Sodexo France Corporate (130,761 euro for Fiscal 2010 and 155,334 for Fiscal 2011). Sophie<br />

Clamens has the use of a company car.<br />

(4) Compensation paid for her membership of the Management Board of Bellon SA (127,296 euro for Fiscal 2010 and 140,632 euro for Fiscal 2011) and<br />

for her position as Chief Executive Officer of Sodexo Prestige (78,601 euro for Fiscal 2010 and 99,176 euro for Fiscal 2011). Nathalie Szabo has the<br />

use of a company car.<br />

(5) Compensation paid for her membership of the Business Advisory Board of Sodexo Inc. in the United States (USD 50,000).<br />

3. EXECUTIVE COMMITTEE COMPENSATION<br />

The compensation of members of the Executive<br />

Committee comprises a fixed salary and an annual<br />

performance-based bonus, plus, where applicable,<br />

a medium-term incentive bonus, intended to<br />

compensate the achievement of ambitious earnings<br />

objectives over a period of three consecutive<br />

fiscal years. Only members of Group management<br />

having a significant impact on the realization of<br />

strategic objectives are eligible for this medium term<br />

plan.<br />

Depending on the manager, the annual performancebased<br />

bonus represents between 60 and 100% of the<br />

fixed salary, conditional upon fulfillment of targets,<br />

and may be increased to 150% if quantitative targets<br />

are exceeded. For operational managers, 75% of<br />

this bonus depends on fulfillment of financial<br />

performance targets in the fiscal year elapsed, either<br />

by the Group or by the operating entity under the<br />

P ◀ CONTENTS ▶<br />

executive’s management. The remaining 25% depends<br />

on qualitative targets linked to key indicators such<br />

as customer retention and diversity. For managers<br />

in staff functions, 30% of the bonus depends on<br />

fulfillment of financial performance targets by the<br />

Group in the fiscal year elapsed; 20% depends on<br />

the implementation of strategic initiatives steered at<br />

Group level by the functions concerned; and 50% on<br />

individual qualitative targets.<br />

The bonus is calculated and paid following the<br />

close of the fiscal year to which it applies and after<br />

completion of the audit of the financial statements.<br />

In addition to this monetary compensation, Executive<br />

Committee members receive fringe benefits (primarily,<br />

a car), and retirement plan contributions for members<br />

under employment contract with one of the Group’s<br />

foreign companies.

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