Fiscal 2021 Universal Registration Document

It issues observations and recommendations to the Company’s senior management team about risks, particularly the structure, scope and organization of risk management. Accordingly, it periodically reviews senior Management Reports on risk exposure (including social and environmental risks) and prevention and ensures that effective internal controls are applied. It also regularly reviews the Internal Audit Reports and is informed of the internal audit plan.

The Audit Committee performs an annual review of the fees paid to the Statutory Auditors of Sodexo and its subsidiaries, assesses auditor independence and pre-approves certain non-audit services. When necessary, it carries out the process for appointing and re-appointing the Statutory Auditors.

The Audit Committee also issues recommendations to the Board of Directors about the regular assessment of the conditions for entering into related-party agreements and other agreements within the Group. As part of its work in this area, it reviews the annual payment due under the service agreement signed between Sodexo and Bellon SA (described in section 6.3.2 of this Universal Registration Document), as well as any changes in its amount from one year to the next.

Lastly, the Audit Committee reviews and issues recommendations on requests made to the Board for guarantees.

To perform its role, the Audit Committee is assisted by the Chief Executive Officer, the Chief Financial Officer, the Senior Vice President Group internal audit and the Statutory Auditors, who present their work to the Committee and answer any questions that it may have. The Committee may also make inquiries of any Group employee, without any Company executives being present, and seek advice from outside experts. It meets at least once a year with the Statutory Auditors and without management.

The Audit Committee met eight times in Fiscal 2021 and the attendance rate was 90%.

In addition to the above matters, the Committee’s work during the year concerned the following:

• reviewing the internal control process;
• reviewing the risk map, the audit plan and monitoring audit engagements;
• reviewing the Fiscal 2021 audit plan and the impact of Covid-19 on the annual audit plan;
• reviewing the Audit Committee’s charter;
• monitoring the Group’s financing;
• monitoring the guarantees issued by the Company and the related authorizations granted to the Chief Executive Officer by the Board of Directors, and, more generally, monitoring the Group’s off balance-sheet commitments;
• reviewing the non-audit services performed by the Statutory Auditors;
• reviewing the amount owed to Bellon SA under the service agreement with the Company;
• renewing the service agreement between Bellon SA and the Company;
• reviewing the main disputes;
• organizing a bid proposal at the end of the term of office of one of the Statutory Auditors;
• reviewing the integration of newly acquired companies, and the accounting restatements carried out in relation to acquisitions.

The Audit Committee also reviewed the annual consolidated financial statements for Fiscal 2020 and the interim consolidated financial statements for the first half of Fiscal 2021. In addition, it examined the sections of the Fiscal 2020 Universal Registration Document relating to risk management and internal control procedures, as well as the content of the Half Year Financial Report, and reviewed the draft financial press releases before they were submitted to the Board of Directors.

Part of the meetings dedicated to reviewing the Group’s annual and half-year results took place with the Statutory Auditors and without management.

In addition to formal Committee meetings, the Chairwoman of the Audit Committee also had meetings during the fiscal year with the Chief Executive Officer, the Senior Vice President Group internal audit, the Chief Financial Officer and the Statutory Auditors.

NOMINATING COMMITTEE

COMPOSITION AS OF AUGUST 31, 2021

* Excluding directors representing employees.

This Committee regularly assesses the competencies and experience that the Board of Directors needs, and more generally, the situation of directors in relation to the criteria concerning the composition of the Board of Directors specified in the relevant legislation, the AFEP-MEDEF Code and the Board’s Internal Rules.

It examines proposals made by the Chairwoman of the Board of Directors in relation to director nominations. For this purpose, it may retain the services of external executive search firms to identify candidates, while ensuring that the backgrounds of short-listed candidates are adapted to its current needs.

It provides an opinion to the Board of Directors on the appointment of the Chief Executive Officer and, as appropriate, one or more Deputy Chief Executive Officers.

The Nominating Committee is also responsible for preparing a succession plan for the Group’s key Corporate Officers and members of the Group Executive Committee. This plan is regularly reviewed to ensure that the Committee is always in a position to propose succession solutions in the event that a position falls vacant unexpectedly.