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
damien Verdier, Group Executive Vice President
and Chief Marketing Officer, Client Retention,
Offer Marketing, Supply Chain and Sustainable
Development.
The Executive Committee is supported by an
International Committee comprising approximately
60 operational and staff managers representing the
main segments and businesses of the Company.
The International Committee assists the Executive
Committee in identifying market trends and growth
opportunities, both in general and for each customer
segment. It translates strategic decisions into
action plans and harnesses the teams necessary to
their execution. Each member of is also expected
share information and best practices, and to foster
acceptance of the Group’s values.
2.8 Code of Corporate Governance
The AFEP-MEDEF Code of Corporate Governance for
listed companies published in April 2010 (see www.
medef.fr – Gouvernement d’entreprise – Corporate
governance) has served as the Registration Document
in preparing this report, approved by the Board of
Directors at its meeting on November 7, 2011.
Sodexo Registration Document Fiscal 2011
The Chief Executive Officer has a combined
employment and corporate officer contract. As
required under the “comply or explain” rule,
an explanation is provided on page 252 of the
Registration document, in the section “Employment
contract”.
2.9 Attendance of shareholders
at the Annual Meeting
Specific procedures pertaining to the participation of
shareholders at the Annual Meeting are indicated in
article 16 of Sodexo’s bylaws (included on page 201
and 202 of this document).
2.10 Information that could have
a material impact in the event
of a public tender offering
The share ownership and voting rights in the
Company, provided in the chapter on Legal
Information, page 205 of this document, are
considered to be the decisive factors among those
referred to in article L.225-100-3 of the French
Commercial Code.
3. RISK MANAGEMENT AND INTERNAL CONTROL PROCEDURES
IMPLEMENTED BY THE COMPANY
Sodexo faces a number of internal and external risks
and uncertainties in the conduct of its business and
in the implementation of its strategy. To confront
these risks and uncertainties, it has established
an organization and policies intended to identify,
evaluate, prevent and manage these risks in order to
limit any adverse impacts.
Internal control procedures are established by the
Company and implemented under its responsibility,
which is intended to ensure:
• compliance with laws and regulations;
• the application of Group policies;
• the effectiveness of the Company’s internal
processes, notably those concerning the
safeguarding of its assets;
• the reliability of financial information.
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Internal control procedures play a major role in the
conduct of the Group’s business, by contributing to
the prevention and management of risks.
3.1 Fundamental principles
The fundamental principles of Sodexo’s development,
together with its values and its independence
principles as defined since its founding by Pierre
Bellon and the Board of Directors, determine
Group policy. They are presented on page 7 of this
Registration Document.
The Group’s internal control procedures rely on these
fundamental principles and on the related policies.