Fiscal 2022 Universal Registration Document

6 CORPORATE GOVERNANCE

6.2.1.1 Composition as of August 31, 2022
Chair woman and CEO

Sophie Bellon

DATE OF BIRTH : 19/08/1961

NATIONALITY : French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES : 1

FIRST APPOINTED : 26/07/1989

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO ADOPT THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) : 2023

SENIORITY (YEARS) : 33

NUMBER OF SODEXO SHARES HELD : 7 964

INDEPENDENT DIRECTORS

Françoise Brougher

DATE OF BIRTH : 02/09/1965

NATIONALITY : French-American

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES : 0

FIRST APPOINTED : 23/01/2012

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO ADOPT THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) : 2023

SENIORITY (YEARS) : 11

NUMBER OF SODEXO SHARES HELD : 400

INDEPENDENT DIRECTORS(1) : Yes

BOARD COMMITTEES : NOMINATING and COMPENSATION

Jean-Baptiste Chasseloup de Chatillon

DATE OF BIRTH : 19/03/1965

NATIONALITY : French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES : 0

FIRST APPOINTED : 14/12/2021

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO ADOPT THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) : 2024

SENIORITY (YEARS) : 1

NUMBER OF SODEXO SHARES HELD : 400

INDEPENDENT DIRECTORS(1) : Yes

BOARD COMMITTEES : Audit

Federico J. González Tejera

DATE OF BIRTH : 12/04/1964

NATIONALITY : Spanish

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES : 0

FIRST APPOINTED : 12/01/2021

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO ADOPT THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) : 2023

SENIORITY (YEARS) : 2

NUMBER OF SODEXO SHARES HELD : 1 000

INDEPENDENT DIRECTORS(1) : Yes

Véronique Laury(2)

DATE OF BIRTH : 29/06/1965

NATIONALITY : French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES : 3

FIRST APPOINTED : 21/01/2020

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO ADOPT THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) : 2022

SENIORITY (YEARS) : 3

NUMBER OF SODEXO SHARES HELD : 400

INDEPENDENT DIRECTORS(1) : Yes

BOARD COMMITTEES : Audit

Luc Messier(2)

DATE OF BIRTH : 21/04/1964

NATIONALITY : Canadian-American

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES : 1

FIRST APPOINTED : 21/01/2020

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO ADOPT THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) : 2022

SENIORITY (YEARS) : 3

NUMBER OF SODEXO SHARES HELD : 400

INDEPENDENT DIRECTORS(1) : Yes

BOARD COMMITTEES : NOMINATING

Sophie Stabile(2)

DATE OF BIRTH : 19/03/1970

NATIONALITY : French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES : 2

FIRST APPOINTED : 01/07/2018

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO ADOPT THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) : 2022

SENIORITY (YEARS) : 4

NUMBER OF SODEXO SHARES HELD : 400

INDEPENDENT DIRECTORS(1) : Yes

BOARD COMMITTEES : Audit (Chair) and COMPENSATION

Cécile Tandeau de Marsac(2)

DATE OF BIRTH : 17/04/1963

NATIONALITY : French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES : 2

FIRST APPOINTED : 24/01/2017

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO ADOPT THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) : 2022

SENIORITY (YEARS) : 6

NUMBER OF SODEXO SHARES HELD : 400

INDEPENDENT DIRECTORS(1) : Yes

BOARD COMMITTEES : NOMINATING (Chair) and COMPENSATION (Chair)

Family directors

François-Xavier Bellon

DATE OF BIRTH : 10/09/1965

NATIONALITY : French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES : 0

FIRST APPOINTED : 26/07/1989

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO ADOPT THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) : 2024

SENIORITY (YEARS) : 33

NUMBER OF SODEXO SHARES HELD : 36 383

BOARD COMMITTEES : Audit and NOMINATING

Nathalie Bellon-Szabo

DATE OF BIRTH : 26/01/1964

NATIONALITY : French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES : 0

FIRST APPOINTED : 26/07/1989

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO ADOPT THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) : 2023

SENIORITY (YEARS) : 33

NUMBER OF SODEXO SHARES HELD : 3 052

BOARD COMMITTEES : NOMINATING

Director representing employees

Philippe Besson

DATE OF BIRTH : 21/09/1956

NATIONALITY : French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES : 0

FIRST APPOINTED : 18/06/2014

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO ADOPT THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) : 2022

SENIORITY (YEARS) : 8

NUMBER OF SODEXO SHARES HELD : N/A

INDEPENDENT DIRECTORS(1) : N/A3

BOARD COMMITTEES : COMPENSATION

Cathy Martin

DATE OF BIRTH : 05/06/1972

NATIONALITY : Canadian

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES : 0

FIRST APPOINTED : 10/09/2015

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO ADOPT THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) : 2023

SENIORITY (YEARS) : 7

NUMBER OF SODEXO SHARES HELD : N/A

INDEPENDENT DIRECTORS(1) : N/A3

BOARD COMMITTEES : Audit

  1. Independent directors based on the criteria provided in the AFEP-MEDEF Code to which the Company refers.
  2. The Board of Directors proposes that the Combined Annual Shareholders Meeting to be held on December 19, 2022 reappoints Cécile Tandeau de Marsac, Véronique Laury and Luc Messier for a term of three years, i.e., until the Annual Shareholders Meeting held to adopt the Fiscal 2025 financial statements. The term of office of Sophie Stabile, which is also expiring, will not be renewed.
  3. The term of office of Philippe Besson, who was appointed in 2014 and reappointed in 2017 and 2020 by the most representative trade union among the Group companies in France under the applicable legislation, expires at the end of the Combined Annual Shareholders Meeting on December 19, 2022. This mandate will be renewed. In accordance with French law and the AFEP-MEDEF Code, directors representing employees are not included in the calculation of the representation of men and women on the Board or the percentage of independent directors.
  • 70%Independent directors (excluding directors representing employees)
  • 57.5Average age of directors
  • 60%Female directors (excluding directors representing employees)