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
date Main items on the agenda
Sodexo Registration Document Fiscal 2011
Attendance
rate
September 14, 2010 Approval of the Fiscal 2011 budget
Presentation of the 3-year plan (2010-2013) by Sodexo management 92%
November 8, 2010 Finalizing the financial statements for Fiscal 2010
Finalizing the Board Report
Review of annual results press release
Convening of and preparation for the Annual Shareholders’ Meeting
Presentation of the Personal and Home Services activity
Decisions pertaining to 2008, 2009 and 2010 stock option plans 92%
December 13, 2010 Adoption of a new stock option plan 100%
January 24, 2011 Business update for opening months of Fiscal 2011 and update on investment
proposals in progress 92%
January 24, 2011 Appointment of Vice Chairman of the Board of Directors 92%
March 8, 2011 Group policy presentations
Business update for the first five months of the fiscal year and on acquisition
proposals in progress 92%
April 19, 2011 Finalizing the interim consolidated financial statements for the first half
of Fiscal 2011
Approval of first half Fiscal 2011 report
Review of first-half results press release
Presentation of the assessment of the Board of Directors by an external
consultant 92%
June 28, 2011 Performance review
Review of investment proposals and fundamental principles guiding
the Group’s development
Review of acquisition files
Sodexo SA refinancing 100%
The average attendance rate during Fiscal 2011 was
94%.
2.6 Board Committees
To support its decision-making process, the Board has
created three Committees, each with its own Charter.
Broadly, their role is to examine specific issues ahead
of Board meetings, and to submit opinions, proposals
and recommendations to the Board.
2.6.1 Audit Committee
The Audit Committee consists of Robert Baconnier,
in his capacity as a “financial expert”, Chairman,
Alain Marcheteau and, since November 2010, Sophie
Clamens. Pierre Bellon is invited to attend all Audit
Committee meetings, but is not a member.
The Audit Committee is responsible for ensuring
that the Group’s accounting policies are appropriate
and consistently applied. It periodically reviews
Senior Management Reports on risk exposure and
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prevention, and ensures that effective internal
controls are applied.
The Committee assesses proposals from auditing
firms and submits candidate firms for approval by
the Annual Shareholders’ Meeting.
It also performs an annual review of the fees paid
to the auditors of Sodexo and its subsidiaries, and
assesses auditor independence.
To perform its role, the Audit Committee is assisted
by the Chief Executive Officer, by the Group Chief
Financial Officer, the Group Internal Audit Director,
and by the external auditors. It may also make
inquiries of any Group employee and seek advice
from outside experts.
During Fiscal 2011 Michel Landel (Chief Executive
Officer of Sodexo), Siân Herbert-Jones (Group Chief
Financial Officer) and Laurent Arnaudo (Group
Internal Audit Director) were regularly invited to
attend Audit Committee meetings to discuss their
activities and answer questions.