Fiscal 2020 Universal Registration Document

Measures to prevent control being exercised in an abusive manner

Sodexo has put in place a series of measures in order to ensure that the control over the Company is not exercised in an abusive manner. Examples of these measures include:

1. the presence of seven independent directors among the twelve members of the Board of Directors (including two directors representing employees) as of August 31, 2020;
2. the fact that the Company has put in place three specialized Committees, which are all chaired by independent directors and whose members include independent directors, as recommended by the AFEP-MEDEF Code;
3. the separation of the roles of Chairwoman of the Board and Chief Executive Officer;
4. the disclosures within this document of the relationship between Sodexo and Bellon SA:
   • these include the ownership interest of Bellon SA in Sodexo (disclosed in section 6.3 of this document),
   • the Sodexo shares are the only assets held by Bellon SA; consequently, the interests of Sodexo’s shareholders are aligned with those of Bellon SA’s shareholders and the capital ties between the two companies do not generate any conflict of interest, 
   • since 1991, a service agreement between Bellon SA and Sodexo has been in operation (described below in the paragraph concerning related-party agreements). The fees payable under this agreement and changes in these fees are reviewed annually by the Audit Committee.

5.3.2 Related-party agreements and commitments

Related-party agreements and commitments submitted for approval at the Annual Shareholders Meeting of January 12, 2021

During Fiscal 2020, the Company did not enter into any related-party agreements or commitments governed by articles L.225-38 or L.225-42-1 of the French Commercial Code that were not previously submitted to shareholders for their approval.

Related-party agreements and commitments approved by the shareholders in previous years that remained in force during Fiscal 2020

Service agreement between Bellon SA and Sodexo, in which Sophie Bellon,Nathalie Bellon-Szabo and François-Xavier Bellon are Corporate Officers in both companies and exercise control as defined in article L.233-3 of the French Commercial Code

The service agreement between Bellon SA and Sodexo, which falls within the scope of article L.225-38 of the French Commercial Code and was approved by shareholders in previous years, remained in force during Fiscal 2020. This agreement was subject to an annual review by the Board of Directors and the Statutory Auditors were informed thereof.

Information on this service agreement is provided below as well as in the Statutory Auditors’ Special Report set out in chapter 4,section 4.4.2 of this Universal Registration Document.

A service agreement has been in place between the Company and Bellon SA since 1991.

At its meetings on November 15, 2016 and July 10, 2017, the Board of Directors, on the recommendation of the Audit Committee, approved changes to this agreement that became effective on November 17, 2016 and were approved at the Shareholders Meeting of January 23, 2018.

Under the terms of this agreement, Sodexo benefits from the professional experience and expertise of the three Bellon SA managers.

Under the terms of the agreement, Bellon SA invoices Sodexo for the compensation (including payroll taxes) of the Group Chief Financial Officer, Group Chief People Officer, and Group Chief Growth Officer during the secondment period. In compliance with the law, their compensation is fully rebilled, including the fixed and variable portions, as well as any related payroll taxes.

The total fees billed under this agreement, and changes compared with the prior year, are reviewed annually by the Audit Committee and the Board of Directors. In addition, and in compliance with the law, the agreement and the annual billed fees are reviewed every year by the Board of Directors (with none of the directors from the Bellon family taking part in either the vote or the related discussions).

The amount recorded as an expense for Fiscal 2020 amounts to 1,460,305 euro excluding tax.

Other agreements and commitments

The commitments made by the Company to Sophie Bellon, Chairwoman of the Board of Directors (concerning her supplemental health and benefit plans) and Denis Machuel, Chief Executive Officer (concerning his supplemental health and benefit plans, non-compete obligation and supplemental pension plan) previously fell within the scope of article L.225-42-1 of the French Commercial Code and were therefore duly approved by shareholders in previous years.

Following the repeal of article L.225-42-1 of the French Commercial Code, these commitments are no longer treated as related-party agreements and are now included in the compensation policies for the Chairwoman of the Board of Directors and the Chief Executive Officer that are approved every year by the shareholders.