Sodexo adopted the AFEP-MEDEF Code as its Corporate Governance framework. The latest version of this Code, as revised in January 2020, is available on the websites of the AFEP (www.afep.com) and the MEDEF (www.medef.com). It is also available on the Group’s website at www.sodexo.com. The Company has opted not to apply certain of the Code’s recommendations, for the reasons set out in the table below.
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AFEP-MEDEF RECOMMENDATIONS
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SODEXO PRACTICE
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Proportion of independent members on the Nominating Committee (section 17.1 of the Code)
The Code recommends that the majority of the members of the Nominating Committee be independent directors.
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Proportion of independent members on the Nominating Committee (section 17.1 of the Code)
The Code recommends that the majority of the members of the Nominating Committee be independent directors.
SODEXO PRACTICE
Sodexo’s Nominating Committee comprises four members, 50% of whom are independent directors. However, it is important to note that:
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Specific procedures pertaining to the participation of shareholders at the Shareholders Meeting are indicated in article 15 of Sodexo’s bylaws (see chapter 6, section 6.4.12 of this Universal Registration Document).
In accordance with article L.225-100-3 of the French Commercial Code – which lists the factors that require disclosure if they could have an impact in the event of a public tender offer – the only relevant factor for Sodexo is Bellon SA’s control over the Company’s capital and voting rights. For further information about the Group’s shareholding structure and voting rights, see chapter 6, section 6.3 of this Universal Registration Document.
