Fiscal 2020 Universal Registration Document

INDEPENDENCE

ANALYSIS BY THE BOARD OF DIRECTORS OF EACH DIRECTOR’S STATUS BASED ON THE INDEPENDENCE CRITERIA DEFINED IN ARTICLE 9 OF THE AFEP-MEDEF CODE

In this table, ✓ indicates an independence criterion that is met.

Business relationships

During Fiscal 2020, seven⁽¹⁾ Board members were deemed independent directors. No independent director, the group or entity of which he or she is a member and in which he or she exercises executive powers, has any significant business ties with the Company, its group or its management.

When examining the independent status of its directors, the Board of Directors pays particular attention to any business relations existing between the Sodexo Group and the entity or group of which each independent director is a member or director.

For Fiscal 2020, the Board of Directors carried out a quantitative and qualitative analysis of each directors’ situation and the business relations that their respective groups or entity have with Sodexo. In this analysis, the Board of Directors determined that agreements are negotiated between the parties at arm’s length. The Board also determined that the business flows between these groups (all activities combined and at the global level) are significantly lower than the 1% materiality threshold retained by the Board of Directors. Altogether, business conducted between Sodexo and each of the relevant groups represents less than 0.1% of Sodexo’s consolidated revenue.

Management of conflicts of interest

Since 2014 Sophie Stabile has been a member of the Board of Directors of SPIE, which, in a number of limited and clearly identified cases in the technical services field, could be considered to be a competitor of Sodexo in Europe. Sodexo’s Board of Directors has therefore put measures in place to minimize this conflict of interest risk. In particular, no commercially sensitive information concerning activities in which Sodexo competes with SPIE may be disclosed or discussed in her presence.

Accordingly, the Board of Directors considers that Sophie Stabile complies with the recommendations of the AFEP-MEDEF Code to which the Company refers and with the provisions of the Internal Rules of the Board concerning conflict of interest situations.

In addition, the Board of Directors’ Internal Rules state that directors are required to disclose to the Board any actual or potential conflicts of interest and must abstain from discussing and voting on any matters associated with such conflicts of interest.

Directors representing employees

On January 21, 2014, the Shareholders Meeting decided on the conditions of appointment to the Board of Directors of one or more directors representing employees. Directors representing employees are appointed for a period of three years. Subject to the specific legal provisions applicable to them, directors representing employees are bound by the same legal and corporate rules and regulations (including the Company’s bylaws and the Board of Directors’ Internal Rules) and have the same rights and are subject to the same obligations as those applicable to the other Company’s directors.

A first director representing employees, Philippe Besson, was appointed by the trade union that obtained the most votes in the first round of the most recent elections in France of union representatives and took his seat on the Board at its  meeting on June 18, 2014. He was then reappointed in 2017 and again in 2020 for a further three-year term effective from the Annual Shareholders Meeting held on January 21, 2020.

1 In accordance with the AFEP-MEDEF Code, directors representing employees are not included in the calculation of the percentage of independent directors on the Board.