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Registration Document

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P ◀ CONTENTS ▶<br />

2. COMPENSATION OF NON-EXECUTIVE DIRECTORS<br />

2.1 Directors’ fees paid<br />

to non-executive directors<br />

The total amount of directors’ fees available for<br />

payment to the directors of Sodexo for Fiscal 2011<br />

was set at 530,000 euro by the combined general<br />

Shareholders’ Meeting of January 24, 2011. The<br />

total amount of directors’ fees actually paid to all<br />

directors (directors, executive and non-executive<br />

corporate officers) for Fiscal 2011 was 474,515 euro,<br />

as compared to 509,450 euro for Fiscal 2010.<br />

Corporate Governance<br />

Compensation 10<br />

Directors’ fees were calculated and paid in accordance<br />

with the Board’s Internal Rules, based on the following<br />

criteria established for Fiscal 2011:<br />

• 19,100 euro fixed fee to each director;<br />

• 1,910 euro per attendance at Board meetings;<br />

• 6,000 euro fixed fee to each member of a Board<br />

Committee (this amount is doubled for the<br />

Chairman of the Audit Committee);<br />

• 830 euro per attendance at Committee meetings;<br />

• Directors traveling from the United States receive<br />

a travel allowance of 1,000 euro per Board meeting<br />

attended.<br />

Directors’ fees paid to non-executive corporate officers in office as of August 31, 2011 for Fiscal 2010 and<br />

Fiscal 2011 were as follows:<br />

Members of the Board of directors (other than the Chairman<br />

of the Board of directors and the Chief executive officer)<br />

Fiscal 2010<br />

(in euro)<br />

Fiscal 2011<br />

(in euro)<br />

Robert Baconnier 46,500 51,610<br />

Patricia Bellinger 85,300 50,960<br />

Astrid Bellon 31,450 34,380<br />

Bernard Bellon (1) 42,700 43,950<br />

François-Xavier Bellon 33,300 34,380<br />

Sophie Clamens 35,700 40,950<br />

Paul Jeanbart 31,450 36,290<br />

Alain Marcheteau 18,500 45,610<br />

Nathalie Szabo 39,900 43,120<br />

Peter Thompson 30,600 31,560<br />

(1) This total includes 2,000 euro in directors’ fees paid by Bellon SA in Fiscal 2010 and Fiscal 2011 for his appointment as member of the Supervisory<br />

Board of Bellon SA.<br />

Sodexo <strong>Registration</strong> <strong>Document</strong> Fiscal 2011<br />

253<br />

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