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01 02 03 04 05 06 07 08 09 10 11 12 13 14 222 10 Corporate Governance Chairman’s Report on the Operating Procedures of the Board of Directors and on Internal Control and Risk Management Procedures ‡ Chairman’s Report on the Operating Procedures of the Board of Directors and on Internal Control and Risk Management Procedures In accordance with article L.225-37 of the Commercial Code, the Chairman of the Board of Directors is required to report on the composition, preparation and organization of the work of the Board of Directors and about internal control and risk management procedures put in place by the Group (parent company and all consolidated companies). 1. COMPOSITION OF THE BOARD OF DIRECTORS The rules and operating procedures of the Board of Directors are defined by the law, the Company’s bylaws and the internal rules of the Board. In addition, Committees have been established in accordance with these rules. Sodexo Registration Document Fiscal 2011 P ◀ CONTENTS ▶ The Company’s by-laws are compliant with legal requirements. They contain specific provisions concerning the maximum term of office (three years) and the age limit (85 for the Chairman and the Chief Executive Officer). Further, the internal rules of the Board of Directors require each director to own at least 400 Sodexo shares.
P ◀ CONTENTS ▶ 1.1 Composition as of August 31, 2011 Corporate Governance 10 Chairman’s Report on the Operating Procedures of the Board of Directors and on Internal Control and Risk Management Procedures First elected Term expires Pierre Bellon Chairman Nov 14, 1974 2013 Robert Baconnier (1) Vice Chairman – President, ANSA Feb 8, 2005 2013 Patricia Bellinger (1) Executive Director, Executive Education, Harvard Business School Feb 8, 2005 2014 Astrid Bellon Member of the Management Board, Bellon SA Jul 26, 1989 2013 Bernard Bellon Chairman of the Board of Directors, Finadvance Feb 26, 1975 2012 (2) François-Xavier Bellon Chief Executive Officer, Bright Yellow Group Pic Jul 26, 1989 2013 Sophie Clamens Chairman of the Management Board, Bellon SA Jul 26, 1989 2012 (2) Paul Jeanbart (1) Chief Executive Officer, Rolaco Feb 13, 1996 2012 Michel Landel Chief Executive Officer, Sodexo Jan 19, 2009 2013 Alain Marcheteau (1) Company Director Jan 25, 2010 2014 Nathalie Szabo Member of the Management Board, Bellon SA Jul 26, 1989 2012 (2) Peter Thompson (1) Company Director Feb 8, 2005 2014 (1) Independent Director as defined by the AFEP– MEDEF Code of Corporate Governance of listed corporations. (2) The Board of Directors will propose the renewal of these mandates for three years at the Shareholders’ Meeting of January 23, 2012. 1.2 Information about the Directors as of August 31, 2011 Pierre Bellon Born January 24, 1930. Married, 4 children. Nationality: French. Graduate of the École des Hautes Études Commerciales (HEC). Business address: Sodexo 255, quai de la Bataille de Stalingrad 92130 – Issy-les-Moulineaux, France. Background Pierre Bellon joined Société d’Exploitations Hôtelières, Aériennes, Maritimes et Terrestres in 1958 as Assistant Manager. He later served as Managing Director and then Chairman and Chief Executive Officer. In 1966, he founded Sodexho SA, which became Sodexho Alliance SA in 1997. He served as Chairman and Chief Executive Officer until August 31, 2005, when Michel Landel was named Chief Executive Officer following the Board decision to separate the roles of Chairman and Chief Executive Officer. Pierre Bellon remained as Chairman of the Board of Directors, a position he still holds at Sodexo SA (new name since January 2008). Since 1988, he has served as Chairman and Chief Executive Officer of Bellon SA, the family holding company that controls Sodexo and Chairman of the Supervisory Board of Bellon SA since February 2002. Since 1976, he has been a member of the Executive Council of CNPF, the French employers’ federation, now known as MEDEF. Pierre Bellon has also served as: • Vice President of CNPF (subsequently MEDEF), 1980-2005; • National President of the French National Center for Young Business Leaders (formerly the Center for Young Employers), 1968-1970; • President of the French National Federation of Hotel and Restaurant Chains, 1972-1975; • Member of the French Economic and Social Council, 1969-1979. Other positions and corporate offices held • Bellon SA (Chairman of the Supervisory Board); • Sobelnat SCA (member of the Supervisory Board); Sodexo Registration Document Fiscal 2011 223 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 ▶ trading sessions
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P ◀ CONTENTS ▶ Combined Annual
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P ◀ CONTENTS ▶ Titre Glossary 1
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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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