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01 02 03 04 05 06 07 08 09 10 11 12 13 14 250 10 Corporate Governance Compensation SUMMARY OF COMMITMENTS TO THE CHAIRMAN OF THE BOARD OF DIRECTORS AS OF AUGUST 31, 2011 Pierre Bellon Chairman of the Board of directors First elected: Nov 14, 1974 Current term expires: 2013 Annual Shareholders’ Meeting 1.2 Chief Executive Officer’s compensation Sodexo Registration Document Fiscal 2011 employment contract Michel Landel receives no payment for the performance of his duties as Chief Executive Officer of Sodexo SA. However, under his employment contract with Bellon SA his compensation package comprises: • a fixed salary; • an annual performance bonus of up to 100% of his fixed salary conditional upon fulfillment of all of the targets set, and 150% of his fixed salary if quantitative targets are exceeded. 75% of the bonus depends on quantitative targets based on the Group’s financial performance in the course of the fiscal year elapsed, all payments in respect of quantitative targets being subject to achievement of a minimum level of performance corresponding to the budget targets. The remaining 25% depend on personal targets set at the start of the fiscal year. The bonus is calculated and paid after the close of the fiscal year to which it applies and the related audit of the financial statements; • a long-term incentive plan consisting of stock options. In this regard, Michel Landel has agreed not to use hedging instruments on any stock options Supplemental retirement plan P ◀ CONTENTS ▶ Actual or potential liability for compensation or benefits resulting from termination or change of position Compensation in connection with a noncompetition clause Yes No Yes No Yes No Yes No X X X X granted to him during the term of his mandate. As disclosed on page 252 of this document, Michel Landel was granted 120,000 stock options on December 13, 2010, representing 6.92% of the total number of options granted. The vesting of these options is subject to profit attributable to equity holders of the parent for Fiscal 2013 reaching a certain level. In addition, and under article L.225- 185 of the French Commercial Code, Michel Landel is required to hold a number of shares resulting from the exercise of these options equal in value to 30% of his base salary at the date of exercise of the said options for the duration of his mandate. The amounts paid in Fiscal 2011 for the above components, including measurement of the value of the stock options granted, are shown in detail in the accompanying tables. In the event of incapacity, disability or death, the benefits paid to Michel Landel will be based on his total monetary compensation. In addition, Michel Landel is a beneficiary of the defined benefit pension plan established for the most senior executives employed by a French company of the Group (see page 252 of this document).
P ◀ CONTENTS ▶ SUMMARY OF COMPENSATION PAID TO THE CHIEF EXECUTIVE OFFICER Michel Landel Chief executive officer (in euro) Amounts due for fiscal year Corporate Governance Compensation 10 Fiscal 2010 Fiscal 2011 Amounts paid in the fiscal year Amounts due for fiscal year Amounts paid in the fiscal year Fixed compensation 906,210 906,210 913,650 913,650 Variable compensation (1) 906,210 884,556 913,650 1,359,315 Exceptional compensation - - - - Director’s fees (2) - - - - Fringe benefits (3) 3,098 3,098 2,376 2,376 ToTAL (4) 1,815,518 1,793,864 1,829,676 2,275,341 (1) The column “Amounts due for the fiscal year” corresponds to the theoretical amount of the variable portion assuming targets are met in full. Variable compensation is calculated and paid following the close of the fiscal year to which it applies and can represent up to 150% of fixed compensation if quantitative targets are exceeded. (2) Michel Landel is not paid a director’s fee for his Directorship of Sodexo SA. (3) Michel Landel has the use of a company car. (4) The different components of Michel Landel’s compensation are paid to him in full by Bellon SA for the employment contract between him and that company. SUMMARY OF COMPENSATION PAID AND STOCK OPTIONS GRANTED TO THE CHIEF EXECUTIVE OFFICER Michel Landel Chief executive officer (in euro) Fiscal 2010 Fiscal 2011 Compensation due for current fiscal year 1,815,518 1,829,676 Measurement of options granted during the fiscal year (1) 989,000 1,422,927 ToTAL 2,804,518 3,252,603 (1) Details of options granted in Fiscal 2011 are disclosed on page 252 of this document. Options granted are measured at fair value at grant date, estimated using a binomial type model that takes account of the terms and conditions on which the options were granted together with assumptions regarding exercise of the options (see note 4.23 to the consolidated financial statements). These options are recognized over a period of four years. SUMMARY OF COMMITMENTS MADE TO THE CHIEF EXECUTIVE OFFICER AS OF AUGUST 31, 2011 Michel Landel Chief executive officer Date appointed: January 9, 2005 No fixed term employment contract Supplemental retirement plan Actual or potential liability for compensation or benefits resulting from termination or change of position Compensation in connection with a noncompete clause Yes No Yes No Yes No Yes No X X X X Sodexo Registration Document Fiscal 2011 251 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 ▶ 26. CONSOLIDATIO
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P ◀ CONTENTS ▶ (in thousands of
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P ◀ CONTENTS ▶ III - Specific v
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P ◀ CONTENTS ▶ (in euro) employ
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Page 223 and 224: P ◀ CONTENTS ▶ Titre Corporate
Page 225 and 226: P ◀ CONTENTS ▶ 1.1 Composition
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Page 231 and 232: P ◀ CONTENTS ▶ Peter Thompson B
Page 233 and 234: P ◀ CONTENTS ▶ 2.3 Mission of t
Page 235 and 236: P ◀ CONTENTS ▶ The Audit Commit
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Page 291 and 292: P ◀ CONTENTS ▶ Titre Glossary 1
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PEFC/10-31-1190 FCBA/08-00860A Publ
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