Fiscal 2022 Universal Registration Document

This chapter includes the Board of Directors’ Corporate Governance Report⁽¹⁾.

It provides information on:

• the composition of the Board of Directors;
• the preparation and organization of the Board’s work;
• the terms and conditions for the exercise of executive management and any restrictions placed by the Board on the Chairwoman and Chief Executive Officer’s powers;
• the related-party agreement authorized by the Board;
• the conditions governing shareholders' attendance at Shareholders Meetings;
• current valid authorizations for share capital increases; and
• information that could have an impact in the event of a public tender offer.

It also includes the components of :

• Corporate Officers’ compensation packages;
• their compensation policies.⁽²⁾

The Board of Directors’ Corporate Governance Report was approved at the October 25, 2022 Board meeting, and has been submitted in full to the Company’s Statutory Auditors.

The Corporate Governance reference framework used by Sodexo is the AFEP-MEDEF Corporate Governance Code for listed companies in France (hereafter the “AFEP-MEDEF Code”). The Company’s application of the recommendations contained in this Code is presented in section 6.2.2.

This chapter also provides information on:

• Sodexo’s shareholding structure; and
• transactions in Sodexo shares disclosed by Corporate Officers.

Lastly, this chapter also describes the Group’s risk management and internal control procedures (section 6.4) as well as its corporate responsibility vigilance plan⁽³⁾ (section 6.3.4).