Registration Document

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Corporate Governance
Other information concerning the Corporate Officers and Senior Management of the Company
Controlling shareholder measures
Sodexo has put in place a series of measures in order
to ensure that the control over the Company is not
exercised in an abusive manner. Examples of these
measures include:
• the presence of five independent directors among
the twelve members of the Board of Directors as
of August 31, 2011;
• the existence of three Board Committees that
include independent directors among their
members;
• the separation of the roles of Chairman of the
Board and Chief Executive Officer. Effective
September 1, 2005, Michel Landel – neither a
member of Pierre Bellon’s family, nor a corporate
officer of Bellon SA – succeeded Pierre Bellon as
Chief Executive Officer of Sodexo. Pierre Bellon
remained as Chairman of the Board;
• the disclosures within this document of the
relationship between Sodexo and Bellon SA.
These include the ownership interest of Bellon SA
Sodexo Registration Document Fiscal 2011
P ◀ CONTENTS ▶
in Sodexo (changes in which are disclosed on
page 205 of this document). Further, since 1991 a
service agreement between Bellon SA and Sodexo
has been in operation whereby Bellon SA provides
assistance and advice in areas including strategy,
finance, accounting and human resources, either
directly or via qualified experts; in return for its
services, Bellon SA receives fees that are approved
annually by the Board of Directors of Sodexo. The
amount paid for Fiscal 2011 was 5.2 million euro
excluding VAT.
Regulated related-party agreements
• The Special Report of the Auditors on regulated
related-party agreements on those entered into in
prior years and applicable during Fiscal 2011, is
presented on page 194 of this document.
• The Company is not aware of any service contract
linking a member of the Board of Directors to the
Company or one of its subsidiaries and granting
benefits over the term of such contract.