Registration Document

P ◀ CONTENTS ▶
The Audit Committee met four times during the
fiscal year, with a 100% average attendance rate.
Issues addressed by the Committee included:
• review of the mapping of risks and risk
management;
• progress report on the evaluation of internal
control;
• approval of the Internal Audit Plan for Fiscal 2011;
• reports issued by the Internal Audit Department,
and progress reports on the implementation of its
recommendations;
• the proposed renewal of the appointment of
PricewaterhouseCoopers as joint Statutory
Auditors for a period of six years;
• supervision of the independence, terms of
engagement and fees of the auditors of Sodexo and
its subsidiaries in connection with the audit of the
consolidated financial statements for Fiscal 2011.
The Audit Committee also approved in advance
all other engagements performed by the Group’s
auditors and by member firms of their networks.
The Audit Committee also reviewed the annual
consolidated financial statements for Fiscal 2010,
and the interim consolidated financial statements for
the Fiscal 2011 half year. In addition to four formal
meetings, the Chairman of the Audit Committee also
had periodic meetings during the fiscal year with the
Group Chief Executive Officer, the Group Internal
Audit Director, the Group Chief Financial Officer
and the external auditors.
2.6.2 Nominating Committee
The Nominating Committee is chaired by Patricia
Bellinger, and the other members are Nathalie Szabo
and Pierre Bellon.
This Committee:
• examines proposals made by the Chairman of the
Board and advises the Board on the appointment
of Directors. The Committee reviews nominees
prior to their election as Directors, and where
it sees fit assesses the position of Directors by
reference to the criteria related to the composition
of the Board specified in the relevant legislation
and in the Board’s Internal Rules. For compliance
Corporate Governance 10
Chairman’s Report on the Operating Procedures of the Board of Directors
and on Internal Control and Risk Management Procedures
reasons, the Committee also provides the Board of
Directors from time to time with a list of Directors
qualifying as independent;
• provides an opinion to the Board on the
nomination of the Chief Executive Officer and as
appropriate one or more Chief Operating Officers.
It also:
• examines proposals made by the Chief Executive
Officer on succession plans for members of the
Executive Committee and other key executives,
and advises the Board on these proposals; and
• ensures that the Chief Executive Officer is able to
propose potential replacements to the Board at
any time if a position suddenly becomes vacant,
while maintaining confidentiality.
Although the Committee did not meet physically
in Fiscal 2011, the Chairman and other Committee
members exchanged views on several occasions.
They discussed succession planning for members of
the Group Executive Committee and organizational
changes.
2.6.3 Compensation Committee
The Compensation Committee is chaired by Patricia
Bellinger. The other members are Pierre Bellon and
Bernard Bellon.
This Committee makes proposals relating to
compensation packages for corporate officers,
executive compensation policy, performance-based
incentives, and in particular, stock option plan
policies as well as employee stock ownership plans.
The principles and rules applied by the Board of
Directors in determining the compensation and
benefits of any nature provided to the executive
officers are described on pages 249 et seq. of this
document.
The Compensation Committee met twice during the
fiscal year and the average attendance rate was 83%.
The Compensation Committee made
recommendations to the Board on issues such as
stock option plans, a review of executive incentive
tools, and compensation packages for the Chairman
and the Chief Executive Officer. Accordingly
the Committee proposed to the Board that the
Sodexo Registration Document Fiscal 2011
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