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Registration Document

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Corporate Governance<br />

Chairman’s Report on the Operating Procedures of the Board of Directors<br />

and on Internal Control and Risk Management Procedures<br />

‡ Chairman’s Report on the<br />

Operating Procedures of the Board<br />

of Directors and on Internal<br />

Control and Risk Management<br />

Procedures<br />

In accordance with article L.225-37 of the Commercial Code, the Chairman of the Board<br />

of Directors is required to report on the composition, preparation and organization of<br />

the work of the Board of Directors and about internal control and risk management<br />

procedures put in place by the Group (parent company and all consolidated companies).<br />

1. COMPOSITION OF THE BOARD OF DIRECTORS<br />

The rules and operating procedures of the Board of<br />

Directors are defined by the law, the Company’s bylaws<br />

and the internal rules of the Board. In addition,<br />

Committees have been established in accordance with<br />

these rules.<br />

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

P ◀ CONTENTS ▶<br />

The Company’s by-laws are compliant with legal<br />

requirements. They contain specific provisions<br />

concerning the maximum term of office (three years)<br />

and the age limit (85 for the Chairman and the Chief<br />

Executive Officer). Further, the internal rules of the<br />

Board of Directors require each director to own at<br />

least 400 Sodexo shares.

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