01 05 09 02 06 10 03 07 11 04 08 12 13 14

P ◀ CONTENTS ▶
2.3 Mission of the Board of Directors
The Board of Directors defines the fundamental
principles of Sodexo’s growth, its strategy and Group
policy.
It regularly supervises the management of the
business and in particular progress made on metrics
it has identified.
It appoints corporate officers to manage Group
policies.
It ensures the existence and effectiveness of internal
control procedures, and oversees the quality of
information provided to shareholders and to the
financial markets in the financial statements and in
connection with major financial transactions.
As required by law, the Board of Directors finalizes
the financial statements, proposes dividends, and
makes decisions on significant investments and
financial policy.
At least three days ahead of Board meetings, each
Board member is given briefing documents so that
he or she can review and/or investigate the issues
to be discussed.
The Group’s senior executives make regular
presentations to the Board, in particular at the
beginning of September, when the budget, the
three-year plans and the 10-year financing plan are
discussed:
• the Chief Executive Officer and the other operations
executives in each area of responsibility present
the potential for growth, competitive positions,
the ambition, the strategy for achieving and the
principal elements of their action plans;
• Group executives in each functional area (strategic
planning, brand, communication, marketing,
client retention and satisfaction, supply chain,
sustainable development, human resources,
finance) present their recommendations on the
evolution of the strategy and policies, progress
achieved and to be achieved, and action plans
for implementation in the Group.
The Board of Directors performs periodic in-depth
reviews of the financial statements at meetings
attended as necessary by members of the Group’s
operational and functional management teams as
well as by the external auditors.
Corporate Governance 10
Chairman’s Report on the Operating Procedures of the Board of Directors
and on Internal Control and Risk Management Procedures
The Board of Directors is also kept regularly
informed of questions, comments or critiques raised
by shareholders, whether at Shareholders’ Meetings
or by mail, e-mail or telephone.
2.4 The Directors’ Charter
The main elements of the Director’s Charter are
described below.
Each Director must personally own at least
400 Sodexo shares.
Except in cases of force majeure, all Directors of
Sodexo must attend Shareholders’ Meetings.
Directors are required to disclose to the Board all
actual or potential conflicts of interest and must
abstain from voting on those matters.
Any Director of Sodexo who obtains unpublished
information during the course of his or her duties
is bound by a duty of confidentiality. Directors are
also prohibited from trading in Sodexo securities
as follows:
• during the period commencing thirty calendar
days before the Board meeting that finalizes
the interim and annual consolidated financial
statements and up to and including the date of
publication of those interim and annual financial
statements;
• during the period commencing fifteen calendar
days prior to the date of publication of the
consolidated financial information for the first
and third quarters up to and including the date
of their publication.
Transactions by Directors in the Company’s shares
must be disclosed to the public. Consequently,
Directors are required to inform the Chief Legal
Officer of all transactions in Sodexo shares.
2.5 Board meetings during the year
The Board of Directors met eight times during
Fiscal 2011 (either in person or via conference call,
as provided for in Sodexo’s bylaws), fulfilling the
minimum requirement of four meetings per year as
stated in the Internal Rules.
Sodexo Registration Document Fiscal 2011
231
01
02
03
04
05
06
07
08
09
10
11
12
13
14