Fiscal 2021 Universal Registration Document

6.2 Board of Directors

6. Corporate governance

6.2 Board of Directors

6.2.1 Composition and operating procedures of the Board of Directors

Sodexo is a French public limited company (société anonyme) governed by a Board of Directors.

The rules and operating procedures of the Board of Directors are defined by the law, the Company’s bylaws and the Internal Rules of the Board. In addition, three specialized Committees have been set up by the Board in order to enhance the Board’s effectiveness and the Company’s governance.

Directors hold office for a term of three years and may be reappointed. However, exceptionally, the Ordinary Shareholders Meeting may, on the recommendation of the Board of Directors, appoint or reappoint one or several directors for a period of one or two years, to stagger the reappointment of directors.

Since September 1, 2005, the roles of Chairman of the Board of Directors and Chief Executive Officer have been separated. This governance structure creates a clear segregation between the strategic planning and oversight functions that are the responsibility of the Board of Directors, and the operational and executive functions that are the responsibility of senior management.

On July 26, 2021, the Board of Directors decided to recruit a new Chief Executive Officer so that the Group could bolster its competitiveness and accelerate its transformation amid the challenges of a post-Covid world.

The Group’s environment is characterized by the acceleration of new consumer habits and trends, digital and technological breakthroughs, and emerging new business models. This new stage must allow the Group to swiftly adapt to the expectations of its clients and consumers and forge a path to solid, profitable and responsible growth for the long term.

The duties of Denis Machuel as Chief Executive Officer ended on September 30, 2021. Since that date, the Chairwoman of the Board of Directors, Sophie Bellon, has also been acting as interim Chief Executive Officer to ensure the Company’s business continuity during the selection process for a new Chief Executive Officer.