Fiscal 2021 Universal Registration Document

DIRECTORS’ ATTENDANCE RATES AT BOARD AND COMMITTEE MEETINGS DURING FISCAL 2021

	BOARD⁽¹⁾	AUDIT COMMITTEE⁽²⁾	COMPENSATION COMMITTEE⁽³⁾	NOMINATING COMMITTEE⁽⁴⁾
Sophie Bellon	Sophie BellonBOARD⁽¹⁾ 100%	Sophie BellonAUDIT COMMITTEE⁽²⁾	Sophie BellonCOMPENSATION COMMITTEE⁽³⁾	Sophie BellonNOMINATING COMMITTEE⁽⁴⁾ 100%
Emmanuel Babeau	Emmanuel BabeauBOARD⁽¹⁾ 90%	Emmanuel BabeauAUDIT COMMITTEE⁽²⁾ 63%	Emmanuel BabeauCOMPENSATION COMMITTEE⁽³⁾	Emmanuel BabeauNOMINATING COMMITTEE⁽⁴⁾
François-Xavier Bellon	François-Xavier BellonBOARD⁽¹⁾ 100%	François-Xavier BellonAUDIT COMMITTEE⁽²⁾ 88%	François-Xavier BellonCOMPENSATION COMMITTEE⁽³⁾	François-Xavier BellonNOMINATING COMMITTEE⁽⁴⁾
Nathalie Bellon-Szabo	Nathalie Bellon-SzaboBOARD⁽¹⁾ 100%	Nathalie Bellon-SzaboAUDIT COMMITTEE⁽²⁾	Nathalie Bellon-SzaboCOMPENSATION COMMITTEE⁽³⁾	Nathalie Bellon-SzaboNOMINATING COMMITTEE⁽⁴⁾ 100%
Philippe Besson	Philippe BessonBOARD⁽¹⁾ 100%	Philippe BessonAUDIT COMMITTEE⁽²⁾	Philippe BessonCOMPENSATION COMMITTEE⁽³⁾ 100%	Philippe BessonNOMINATING COMMITTEE⁽⁴⁾
Françoise Brougher	Françoise BrougherBOARD⁽¹⁾ 92%	Françoise BrougherAUDIT COMMITTEE⁽²⁾	Françoise BrougherCOMPENSATION COMMITTEE⁽³⁾ 100%	Françoise BrougherNOMINATING COMMITTEE⁽⁴⁾ 100%
Soumitra Dutta⁽⁵⁾	Soumitra Dutta ⁽⁵⁾BOARD⁽¹⁾ 83%	Soumitra Dutta ⁽⁵⁾AUDIT COMMITTEE⁽²⁾ 100%	Soumitra Dutta ⁽⁵⁾COMPENSATION COMMITTEE⁽³⁾	Soumitra Dutta ⁽⁵⁾NOMINATING COMMITTEE⁽⁴⁾
Federico J. González Tejera⁽⁶⁾	Federico J. González Tejera ⁽⁶⁾BOARD⁽¹⁾ 100%	Federico J. González Tejera ⁽⁶⁾AUDIT COMMITTEE⁽²⁾	Federico J. González Tejera ⁽⁶⁾COMPENSATION COMMITTEE⁽³⁾	Federico J. González Tejera ⁽⁶⁾NOMINATING COMMITTEE⁽⁴⁾
Véronique Laury⁽⁷⁾	Véronique Laury⁽⁷⁾BOARD⁽¹⁾ 100%	Véronique Laury⁽⁷⁾AUDIT COMMITTEE⁽²⁾ 100%	Véronique Laury⁽⁷⁾COMPENSATION COMMITTEE⁽³⁾	Véronique Laury⁽⁷⁾NOMINATING COMMITTEE⁽⁴⁾
Cathy Martin	Cathy Martin BOARD⁽¹⁾ 90%	Cathy Martin AUDIT COMMITTEE⁽²⁾ 100%	Cathy Martin COMPENSATION COMMITTEE⁽³⁾	Cathy Martin NOMINATING COMMITTEE⁽⁴⁾
Luc Messier	Luc Messier BOARD⁽¹⁾ 100%	Luc Messier AUDIT COMMITTEE⁽²⁾	Luc Messier COMPENSATION COMMITTEE⁽³⁾	Luc Messier NOMINATING COMMITTEE⁽⁴⁾
Sophie Stabile	Sophie StabileBOARD⁽¹⁾ 100%	Sophie StabileAUDIT COMMITTEE⁽²⁾ 100%	Sophie StabileCOMPENSATION COMMITTEE⁽³⁾ 100%	Sophie StabileNOMINATING COMMITTEE⁽⁴⁾
Cécile Tandeau de Marsac	Cécile Tandeau de MarsacBOARD⁽¹⁾ 100%	Cécile Tandeau de MarsacAUDIT COMMITTEE⁽²⁾	Cécile Tandeau de MarsacCOMPENSATION COMMITTEE⁽³⁾ 100%	Cécile Tandeau de MarsacNOMINATING COMMITTEE⁽⁴⁾ 100%
Average rate	Average rateBOARD⁽¹⁾ 95%	Average rateAUDIT COMMITTEE⁽²⁾ 90%	Average rateCOMPENSATION COMMITTEE⁽³⁾ 100%	Average rateNOMINATING COMMITTEE⁽⁴⁾ 100%

(1) Number of Board meetings: 13.

(2) Number of Audit Committee meetings: 8.

(3) Number of Compensation Committee meetings: 7.

(4) Number of Nominating Committee meetings: 5.

(5) From September 1, 2020 to January 12, 2021, the date on which the Ordinary Shareholders Meeting acknowledged that Sumitra Dutta’s term of office was due to expire. Soumitra Dutta was also a member of the Audit Committee until October 28, 2020.

(6) As from his appointment, on January 12, 2021.

(7) Member of the Audit Committee as from October 28, 2020.

ROLE OF THE CHIEF EXECUTIVE OFFICER AND THE EXECUTIVE COMMITTEE

The Chief Executive Officer has the authority to manage the operations and functions of the Group. Limits are placed on the powers of the Chief Executive Officer. These limits are set by the Board of Directors based on the recommendations of the Chairwoman of the Board.

The Chief Executive Officer is required to obtain the prior consent of the Board to make any guarantee as follows:

term greater than 15 years, regardless of the amount;
term between 10 and 15 years and amount greater than 15 million euro;
term between 5 and 10 years and amount greater than 30 million euro;
term less than 5 years and amount greater than 50 million euro.

However, where the term is less than 25 years and the amount is less than or equal to 100 million euro, the prior consent of the Board is not required if it has been pre-approved by the Chairwoman of the Audit Committee.

The total amount for which the Chief Executive Officer may make any guarantee between Board meetings is limited to 150 million euro.

The Chief Executive Officer must also obtain prior consent from the Board of Directors to commit the Company beyond certain amounts as follows:

for acquisitions of interests in companies for more than 100 million euro per transaction (enterprise value). The prior approval of the Chairwoman of the Board is sufficient for a transaction amounting to more than 50 million euro and less than 100 million euro;
for disposals of shares in companies for more than 20 million euro (enterprise value) per transaction;
for medium and long-term new financing of more than 100 million euro.

The Chief Executive Officer must also obtain the prior consent of the Board for decisions relating to the startup of new activities. Denis Machuel was appointed Chief Executive Officer on January 23, 2018 to replace Michel Landel, who had held the position since September 1, 2005. Following his appointment as Chief Executive Officer, Denis Machuel’s employment contract with a Sodexo subsidiary was terminated.

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.

Denis Machuel's duties as Chief Executive Officer ended on September 30, 2021 (see section 6.2.1).

Since then, Sophie Bellon has also been acting as interim Chief Executive Officer until a new Chief Executive Officer is appointed.

Fiscal 2021 Universal Registration Document

6. Corporate governance

DIRECTORS’ ATTENDANCE RATES AT BOARD AND COMMITTEE MEETINGS DURING FISCAL 2021

ROLE OF THE CHIEF EXECUTIVE OFFICER AND THE EXECUTIVE COMMITTEE