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Corporate Governance
Other information concerning the Corporate Officers and Senior Management of the Company 10
‡ Other information concerning
the Corporate Officers and Senior
Management of the Company
Family relationships within the Board of Directors
are as follows:
• Astrid Bellon, Sophie Clamens, Nathalie Szabo
and François-Xavier Bellon (Directors) are the
children of Pierre Bellon, Chairman of the Board
of Directors;
• Bernard Bellon (Director) is the brother of Pierre
Bellon.
There are no other family relationships between
members of the Board of Directors and members of
the Executive Committee of Sodexo.
No loans or guarantees have been made or given to
either members of the Board of Directors or Senior
Management by Sodexo or by any Group company.
No assets necessary for the Group’s operations are
owned by either members of the Board of Directors
or Senior Management or by their families.
There are no potential conflicts of interest between
the duties to Sodexo of members of the Board of
Directors or Senior Management and their private
interests. In particular:
• Pierre Bellon and his four children control 68.5%
of Bellon SA (with agreements preventing them
from selling their shares to third parties), which in
turn holds 37.71% of the share capital of Sodexo;
• Bernard Bellon, with other members of his family,
holds 13% of the shares of Bellon SA.
As far as the Company is aware, no member of the
Board of Directors or of the senior management has
during the past five years been:
• convicted of fraud;
• associated with a bankruptcy, receivership or
liquidation;
• officially incriminated and/or subject to any
official public sanction issued by a statutory or
regulatory authority;
• been prohibited by a court to act as a Board
member, a Supervisory Board member, or a
member of senior management of an issuer, or to
participate in the management or business affairs
of an issuer.
As required under article 223-26 of the AMF’s General
Rules, to the Company’s knowledge, management
transactions on Company shares declared to the AMF
in connection with article L.621-18-2 of the French
Monetary and Commercial Code concerned the Chief
Executive Officer exclusively and were as follows
during Fiscal 2011:
• on December 8, 2010, the exercise of 29,678 stock
options granted on December 15, 2000 for an
exercise price of USD 28.1360 per share (see
page 252 of this document) and the immediate sale
of the corresponding shares for USD 64.7811 each;
• on January 13, 2011, exercise of 59,454 stock
options granted on January 18, 2005 for an exercise
price of 23.08 euro per shares (see page 252 of this
document) and the immediate sale of 27,026 shares
resulting from this exercise for 50.9786 euro per
share;
• on January 14, 2011, exercise of 588 stock options
granted on January 18, 2005 for an exercise price
of 23.08 euro (see page 252 of this document) and
the immediate sale of 271 shares resulting from
this exercise for 50.61 euro per share.
Sodexo Registration Document Fiscal 2011
247
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