Registration Document

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01 02 03 04 05 06 07 08 09 10 11 12 13 14 240 10 Corporate Governance Chairman’s Report on the Operating Procedures of the Board of Directors and on Internal Control and Risk Management Procedures • purchasing indicators, for example, the percentage of purchases made from referenced suppliers, reduction in the number of referenced products, suppliers, and in the number of deliveries on a site, etc. Human Resources indicators, including: • the employee engagement rate: the Group has targeted a level comparable to that of firms ranked as the best employers worldwide. As such, the level of employee engagement increased from 48% in 2008 to 55% in 2010, as determined by the most recent survey conducted in April 2010 of 112,000 employees in 60 countries. This compares with an average decline of 1 percentage point over the period among the 1,500 other firms in the survey provider’s benchmark; in addition, 85% of employees consider Sodexo a better employer than its competitors; • employee retention for all personnel, for site managers, and for senior managers. This rate was 61.9% overall in Fiscal 2011 and 83.6% for site managers; • internal promotion, which is measured by the number of employees promoted to site manager, a middle management or a senior management position; 2,630 staff members were promoted to a managerial position passing from one category to the next in Fiscal 2011; • representation of women in senior management, with a target for women in senior management positions of 25% by 2015, versus 18% in 2009. This proportion reached 20.1% in 2011. Sustainable development: see section 3.2.4 These performance indicators are presented annually to the Board of Directors and to the Group Executive Committee in order to track progress. 3.6 Description of internal controls relating to the preparation of accounting and financial disclosure The Group Finance department is responsible for ensuring the reliability of financial and accounting information. Sodexo Registration Document Fiscal 2011 P ◀ CONTENTS ▶ The production and analysis of financial information is conducted through a collection of procedures put in place at both operational sites and in the Group and subsidiaries’ Finance Departments. The subsidiaries’ Finance Departments produce monthly a cumulative income statement since the beginning of the fiscal year, a balance sheet, and a statement of cash flows. They also produce quarterly projections for the full year. At February 28, the external auditors conduct a limited review of the interim financial statements for the most significant subsidiaries. At the end of the fiscal year, the Chief Executives and Chief Financial Officers of the business units certify the reliability of their financial statements, prepared in accordance with the IFRS standards adopted by the European Union. The external auditors of the main subsidiaries express a view on these financial statements in connection with the mission referred to them by the Group auditors. The Group Finance Department ensures that the accounting treatments applied by all subsidiaries are compliant with Group rules. Financial statements are consolidated on a monthly basis by the Group Finance Department. The Group continues to reinforce its finance teams in its subsidiaries as well as in the Group Finance Department. This reinforcement includes the strengthening of resources with technical expertise in the area of financial reporting. As a result of these efforts as well as the deployment of a new webbased financial reporting system, the Group Finance Department has brought forward the publication of the annual results by 20 days over the last few years. The ability to meet reporting deadlines, and the quality and reliability of financial information, are factors in assessing the performance of managers, especially that of the Chief Executive Officers and Chief Financial Officers of the Group’s subsidiaries. Monthly operational and financial reporting (comprising growth indicators for client retention, sales development and revenue growth on existing comparable sites) is discussed within each business unit by its Chief Operating Officer and Executive Committee and is then presented to the Group
P ◀ CONTENTS ▶ Executive Committee, and then to the Chairman of the Board of Directors. In addition, Quarterly Reviews with each of the Group’s business units give the Group’s Chief Executive Officer and Chief Financial Officer insight into performance trends for the business unit or subsidiary based on the financial reporting and operational information. Procedures are in place to identify off balance sheet commitments. This term covers all rights and obligations that may have an immediate or future impact on Sodexo’s financial position but are not recognized (or are only partially recognized) in the balance sheet or income statement. These include items such as assets pledged as security; guarantees relating to operating contracts (for example bid bonds or performance bonds), to borrowings, or to claims and litigation; lease obligations not recognized in the balance sheet; and commitments under call or put options, etc. Procedures for identifying these commitments include: • periodic reviews of the minutes of the Annual Shareholders’ Meeting and meetings of the Board of Directors of the subsidiary for follow up on contractual commitments, litigation and authorizations for and disposals of assets; • reviews with risk management executives and insurance company agent and brokers with whom the subsidiary has contracted insurance to cover risks related to its conditional obligations; • reviews with banks and financial institutions of sureties and guarantees; • reviews with internal and external legal counsel of litigation and legal procedure, as well as the measurement of any related liabilities; • examination of transactions with related parties concerning guaranties and other commitments made or received. The Group Legal Department (which is part of the Group Finance Department) and legal teams at local levels are required to work pro-actively with the operational teams, and oversee compliance with legal requirements. They also ensure that contractual negotiations are handled in a balanced manner, and Corporate Governance 10 Chairman’s Report on the Operating Procedures of the Board of Directors and on Internal Control and Risk Management Procedures that risks pertain solely to contractual obligations for services and are limited in value and duration. The Group Risk Management and Insurance Department works closely with the relevant executives in the subsidiaries to: • put in place insurance coverage to protect the interests of the Group; • identify and evaluate the key risk exposures faced by Sodexo, with particular attention to the emergence of new risk factors associated with changes in our activities, especially in Facilities Management; • reduce contractual risk, in particular by means of limitation of liability clauses or hold-harmless agreements; and • achieve the appropriate balance between risk retention (self-insurance) and the insurance market in covering the potential financial consequences of Sodexo’s risk exposure. Lastly, using the financial information reported and consolidated, the Chief Executive Officer, assisted by the Group Finance Department, prepares the Group’s financial communication. The Chief Executive Officer also relies on the operating data required to prepare the Registration Document. Press releases announcing the interim and annual results are submitted to the Board of Directors for approval. To enable the Chief Executive Officer to provide reliable information on the Group’s financial situation, a Disclosure Committee comprising representatives from Group corporate functions reviews all financial information prior to publication. Members include the managers responsible for Consolidation, Financial Control, Accounting Methods, Financial Communications, Legal, Human Resources and Communications. 3.7 Group Internal Audit Department The Senior Vice President and Director of Internal Audit reports directly to the Chairman of the Board, thus ensuring Group Internal Audit’s independence within the organization. The Internal Audit Director and the Chairman of the Board meet on a monthly Sodexo Registration Document Fiscal 2011 241 01 02 03 04 05 06 07 08 09 10 11 12 13 14
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Fiscal 2011 Registration Document
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Registration Document Fiscal 2011 T
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P ◀ CONTENTS ▶ Message from Mic
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P ◀ CONTENTS ▶ History 01 01 Ou
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P ◀ CONTENTS ▶ The Fundamental
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P ◀ CONTENTS ▶ OUR MISSION Our
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P ◀ CONTENTS ▶ ‡ Our ambition
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P ◀ CONTENTS ▶ Titre Our Group
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P ◀ CONTENTS ▶ SODEXO HAS THREE
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P ◀ CONTENTS ▶ OUR AWARDS Sodex
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P ◀ CONTENTS ▶ 2. EMPLOYEES AND
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P ◀ CONTENTS ▶ DIVIDENDS PAID O
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P ◀ CONTENTS ▶ Titre Quality 1
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P ◀ CONTENTS ▶ Quality of Life
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P ◀ CONTENTS ▶ diverse data sou
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P ◀ CONTENTS ▶ commitments unde
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P ◀ CONTENTS ▶ The high economi
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P ◀ CONTENTS ▶ Democratic Repub
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P ◀ CONTENTS ▶ 5.3 Achievements
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P ◀ CONTENTS ▶ 6.2 Market trend
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P ◀ CONTENTS ▶ 8. EDUCATION 21.
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P ◀ CONTENTS ▶ Liceo Franco Arg
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P ◀ CONTENTS ▶ Quality of Life
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P ◀ CONTENTS ▶ themselves, enha
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P ◀ CONTENTS ▶ 4. PUBLIC BENEFI
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P ◀ CONTENTS ▶ Development of n
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P ◀ CONTENTS ▶ Economic and Soc
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P ◀ CONTENTS ▶ On the strength
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P ◀ CONTENTS ▶ The proportion o
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P ◀ CONTENTS ▶ Non-site manager
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P ◀ CONTENTS ▶ 2.2.8 Social and
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P ◀ CONTENTS ▶ 3. EMPLOYMENT IN
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P ◀ CONTENTS ▶ The Better Tomor
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P ◀ CONTENTS ▶ 2. WE DO The Bet
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P ◀ CONTENTS ▶ 2.2 Supporting L
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P ◀ CONTENTS ▶ chemical sourcin
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P ◀ CONTENTS ▶ EXAMPLES OF A BE
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P ◀ CONTENTS ▶ Titre Consolidat
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P ◀ CONTENTS ▶ 1.2 Operating pr
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P ◀ CONTENTS ▶ 2. FISCAL 2011 F
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P ◀ CONTENTS ▶ 2.2.2 Currency e
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P ◀ CONTENTS ▶ Partnership to b
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P ◀ CONTENTS ▶ 2.2.4 Motivation
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P ◀ CONTENTS ▶ Net cash used in
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P ◀ CONTENTS ▶ In the medium te
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P ◀ CONTENTS ▶ Consolidated inf
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P ◀ CONTENTS ▶ LIABILITIES AND
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P ◀ CONTENTS ▶ Companies in whi
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P ◀ CONTENTS ▶ of the date of a
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P ◀ CONTENTS ▶ ownership by the
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P ◀ CONTENTS ▶ tested for impai
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P ◀ CONTENTS ▶ If benefits unde
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P ◀ CONTENTS ▶ 2.22.3 Income ta
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P ◀ CONTENTS ▶ Fiscal 2010 (in
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P ◀ CONTENTS ▶ 4.2 Finance inco
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P ◀ CONTENTS ▶ 4.5 Property, pl
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P ◀ CONTENTS ▶ (in millions of
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P ◀ CONTENTS ▶ 4.8 Client inves
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P ◀ CONTENTS ▶ The table below
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P ◀ CONTENTS ▶ 4.11 Financial a
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P ◀ CONTENTS ▶ 4.11.4 details o
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P ◀ CONTENTS ▶ For borrowings o
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P ◀ CONTENTS ▶ 2011. These two
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P ◀ CONTENTS ▶ Currency derivat
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P ◀ CONTENTS ▶ Amounts shown in
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P ◀ CONTENTS ▶ 4.19 Provisions
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P ◀ CONTENTS ▶ 4.21 Deferred ta
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P ◀ CONTENTS ▶ Financial assets
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P ◀ CONTENTS ▶ The expected lif
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P ◀ CONTENTS ▶ 4.26.2 Principal
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P ◀ CONTENTS ▶ 5.1.1 Analysis o
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P ◀ CONTENTS ▶ Counterparty ris
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P ◀ CONTENTS ▶ France Consolida
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P ◀ CONTENTS ▶ Africa Consolida
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P ◀ CONTENTS ▶ europe Consolida
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P ◀ CONTENTS ▶ Asia, Pacific, M
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P ◀ CONTENTS ▶ ‡ Supplemental
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P ◀ CONTENTS ▶ ISo Code Countri
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P ◀ CONTENTS ▶ Growth in the Mo
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P ◀ CONTENTS ▶ At the same time
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P ◀ CONTENTS ▶ Information Titr
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P ◀ CONTENTS ▶ 2. BALANCE SHEET
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P ◀ CONTENTS ▶ 2.1.2 Property,
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P ◀ CONTENTS ▶ 5. EXCEPTIONAL I
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P ◀ CONTENTS ▶ Information on t
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P ◀ CONTENTS ▶ 13.2 Changes in
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P ◀ CONTENTS ▶ extendable on ap
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P ◀ CONTENTS ▶ 18. RELATED PART
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P ◀ CONTENTS ▶ Information on t
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P ◀ CONTENTS ▶ Intensity risk R
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P ◀ CONTENTS ▶ Responsibility f
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P ◀ CONTENTS ▶ Titre Reconcilia
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P ◀ CONTENTS ▶ Reconciliation t
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PEFC/10-31-1190 FCBA/08-00860A Publ
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