Fiscal 2020 Universal Registration Document

5. Corporate governance

In accordance with article L.225-37 of the French Commercial Code, this chapter includes the Board of Directors’ Corporate Governance Report. It provides information on (i) the composition of the Board of Directors and the preparation and organization of the Board’s work and any restrictions placed by the Board on the Chief Executive Officer’s powers, (ii) the components of Corporate Officer s’ compensation packages and their compensation policies (disclosed in compliance with article L.225-37-2 of the French Commercial Code), (iii) transactions in Sodexo shares disclosed by Corporate Officers during the fiscal year ended August 31, 2020, and (iv) Sodexo’s ownership structure.

Certain information that forms an integral part of the Corporate Governance Report is provided in other sections of this Universal Registration Document. Information on shareholder participation in Annual Shareholders Meetings is set out in chapter 6, section 6.4.12; the table of authorizations for share capital increases is in section 6.3.8; and information that could have an impact in the event of a public tender offer is provided in section 6.3.

This report was approved by the Board of Directors at its meeting on October 28, 2020 and was submitted in full to the Statutory Auditors in accordance with article L.225-235 of the French Commercial Code.

The Corporate Governance reference framework used by Sodexo is the AFEP-MEDEF corporate governance Code for listed companies in France (hereafter the “AFEP-MEDEF Code”). The Company’s application of the recommendations contained in this Code is presented in section 5.2.2 below.

Lastly, this chapter also describes the Group’s risk management and internal control procedures (section 5.4) as well as its Corporate Social Responsibility vigilance plan drawn up in compliance with article L.225-102-4 of the French Commercial Code (section 5.3.4).