Fiscal 2021 Universal Registration Document

INDEPENDANCE

ANALYSIS BY THE BOARD OF DIRECTORS OF EACH DIRECTOR’S STATUS AS OF AUGUST 31, 2021 BASED ON THE INDEPENDENCE CRITERIA DEFINED IN ARTICLE 9 OF THE AFEP-MEDEF CODE

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

SELECTION PROCEDURE FOR INDEPENDENT DIRECTORS

In the event of a vacancy in a director's post or when the decision was made to strengthen certain competencies within the Board of Directors, and in particular when appointing or co-opting an independent director, a procedure for selecting a new director is monitored by the Nominating Committee.

The Committee first identifies the specific needs of the Board of Directors while ensuring compliance with the diversity policy established by the Board (see section 6.2.1.5 of this Registration Document). With the support of internal resources and a firm specializing in the recruitment of directors, it draws up a list of potential candidates.

The Committee examines the situation of each of the potential candidates and makes an initial selection, then organizes interviews with some of the directors in place before retaining the candidate or candidates who seem to best meet the selection criteria that were identified.

Finally, the Nominating Committee makes a recommendation to the Board of Directors, which analyzes the profiles presented and, after having deliberated on the relevance of each candidate, proposes an appointment, if applicable, at the General Meeting of Shareholders.

Business relationships

During Fiscal 2021, seven1 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 members, the Board of Directors paid 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 2021, the Board carried out a quantitative and qualitative analysis of each directors’ situation and the business relations that their respective groups or entities have with Sodexo. 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 set 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

From July 2014 to March 2021, Sophie Stabile was 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 had 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 were disclosed or discussed in her presence.

Accordingly, the Board of Directors considers that Sophie Stabile complied 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.

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.