Registration Document

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Corporate Governance
Chairman’s Report on the Operating Procedures of the Board of Directors
and on Internal Control and Risk Management Procedures
As of August 31, 2011, the Board of Directors had
twelve members, of which one-third are women,
evidence that women are well represented on the
Board. If the upcoming Annual Meeting elects
Françoise Brougher to the Board, this will bring the
number of women directors to five (more than 38% of
all Board members). Nine Board members are French
nationals, two are American, and one is Canadian.
Directors are chosen for their ability to act in the
interests of all shareholders and for their expertise,
experience and understanding of the strategic
challenges in markets where Sodexo operates.
The composition of the Board is intended to reflect
the geographic mix of the business (insofar as
possible), to provide a range of technical skills, and
to include individuals with in-depth knowledge of
Sodexo’s activities.
Currently, the term “independent director” has no
definition in French law. However, the April 2010
AFEP-MEDEF Code of Corporate Governance
for listed companies states that: “A director is
independent when he or she has no relationship of
Sodexo Registration Document Fiscal 2011
any kind whatsoever with the corporation, its group
or the management of either that is such as to color
his or her judgment”.
Based on this definition, the Board regards all Sodexo
directors as independent.
This is because the Board of Directors is a collegiate
body that collectively represents all the shareholders.
Each Board member has a duty to act at all times in
the interest of all shareholders and in the corporate
interest of Sodexo.
However, to comply with the criteria of director
independence in force as stated in the aforementioned
AFEP-MEDEF Code, the Nominating Committee
periodically provides the Board of Directors with a
list of Directors qualifying as independent.
During Fiscal 2011, five Board members were
deemed independent directors as defined above (see
paragraph 1.1).
Directors hold office for a term of three years. To
comply with French law, the number of Directors
over 70 is limited to a third of all Directors.
2. PREPARATION AND ORGANIzATION OF THE WORK OF THE BOARD
OF DIRECTORS
Sodexo is governed by a Board of Directors chaired
by Mr. Pierre Bellon.
2.1 Role of the Chairman of the Board
of Directors
The Chairman of the Board of Directors represents the
Board and organizes and directs its work, on which
he reports to the shareholders at the Annual Meeting.
The Chairman oversees the functioning of all facets of
the Company and in particular, ensures that the Board
members are able to fulfill their mission.
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2.2 Operating procedures
of the Board of Directors
In addition to the Company’s bylaws, the Board of
Directors is governed by the Board’s Internal Rules,
which define the Board’s mission, set the number of
Board members, establish the Directors’ Charter, and
determine the minimum number of Board meetings
and the allocation of directors’ fees. The Internal
Rules also set assessment criteria for the performance
of the Board, organize the delegation of powers to
the Chief Executive Officer, and define the policy for
issuing guarantees.