Fiscal 2022 Universal Registration Document

Director independence^*

Have at least one third of the Board’s members considered independent in accordance with the recommendations for controlled companies in the AFEP-MEDEF Code.

Since January 21, 2020, 70% of the directors are deemed to be independent.

Gender balance^*

Maintain an optimal gender mix on the Board of Directors.

As of August 31, 2022, the Board of Directors had twelve members (including two directors representing employees), comprising seven women (including one female director representing employees) and five men (including one male director representing employees). This 60%/40% ratio of women to men (excluding directors representing employees) gives the Board a gender balance that complies with the French legal requirements, according to which the proportion of women and men on boards of directors must be at least 40% for each gender.

Directors’ ages

No more than one third of the directors to be over 70 years old, in accordance with the applicable legal requirements.

Since January 21, 2020, all directors are under 70 years old. The average age of directors is 57.5 years.

Director nationality

The composition of the Board of Directors is intended to reflect as closely as possible the geographic mix of the Group’s business and to incorporate a wide range of nationalities.

The Board currently includes members from France, the United States, Canada and Spain. In addition, Sodexo’s directors have significant international experience and/or exposure, as they hold, or have held, positions or directorships in international companies or exercise key roles outside France.

Directors representing employees

Appointment of directors representing employees.

Since 2015, the Company has had two directors representing employees. Philippe Besson is on the Compensation Committee and Cathy Martin is on the Audit Committee.