Sodexo adopted the AFEP-MEDEF Code as its Corporate Governance framework. The latest version of this Code, as revised in January 2020, is available on the websites of the AFEP (www.afep.com) and the MEDEF (www.medef.com). It is also available on the Group’s website at www.sodexo.com. The Company has opted not to apply certain of the Code’s recommendations, for the reasons set out in the table below.
| AFEP-MEDEF RECOMMENDATIONS | SODEXO PRACTICE |
|---|---|
| Proportion of independent members on the Nominating Committee (section 17.1 of the Code) The Code recommends that the majority of the members of the Nominating Committee be independent directors. | Proportion of independent members on the Nominating Committee (section 17.1 of the Code) The Code recommends that the majority of the members of the Nominating Committee be independent directors. SODEXO PRACTICESodexo’s Nominating Committee comprises four members, 50% of whom are independent directors. On October 26, 2021, Luc Messier joined the Nominating Committee. As a result this committee is now composed of a majority of independent directors. It is also important to note that, like the Board’s other Committees, it is chaired by an independent director.(1) |
(1) Nathalie Bellon-Szabo is a member of the Executive Committee but is not an executive corporate officer.
The Board of Directors consulted with the High Committee of Corporate Governance, which issued a negative opinion on the changes made to Denis Machuel's non-compete agreement at the time of his departure, because the substantial modifications made to the agreement result in a new non-compete agreement. The Board of Directors considers that the amendment to the non-compete agreement concluded in 2018 does not constitute a new commitment and is in the interest of Sodexo and its stakeholders.
Specific procedures pertaining to the participation of shareholders at the Shareholders Meeting are indicated in article 15 of Sodexo’s bylaws (see chapter 7, section 7.4.12 of this Universal Registration Document)
In accordance with article L.22-10-11 (formerly article L.225-37-5) of the French Commercial Code – which lists the factors that require disclosure if they could have an impact in the event of a public tender offer – the only relevant factor for Sodexo is Bellon SA’s control over the Company’s capital and voting rights. For further information about the Group’s shareholding structure and voting rights, see chapter 7, section 7.3 of this Universal Registration Document.
