Universal Registration Document - Fiscal 2023

7. Corporate governance

7.2.1.3 Changes in the composition of the Board of Directors and its Committees during Fiscal 2022 and changes planned for Fiscal 2023
Changes during Fiscal 2023
  DEPARTURE APPOINTMENT REAPPOINTMENT
Board of Directors

Board of Directors

DEPARTURE

December 19, 2022: Sophie Stabile

Board of Directors

APPOINTMENT

December 19, 2022: Patrice de Talhouët

Board of Directors

REAPPOINTMENT

December 19, 2022:

Véronique Laury, Luc Messier and Cécile Tandeau de Marsac

Audit Committee

Audit Committee

DEPARTURE

December 19, 2022: Sophie Stabile

Audit Committee

APPOINTMENT

December 19, 2022: Jean-Baptiste Chasseloup de Chatillon as Chairman of the Audit Committee and Luc Messier as member of the Committee

Audit Committee

REAPPOINTMENT

December 19, 2022: Véronique Laury

Compensation Committee

Compensation Committee

DEPARTURE

December 19, 2022: Sophie Stabile

Compensation Committee

APPOINTMENT

December 19, 2022: Federico J. González Tejera

Compensation Committee

REAPPOINTMENT

December 19, 2022: Cécile Tandeau de Marsac

Nominating Committee

Nominating Committee

DEPARTURE

-

Nominating Committee

APPOINTMENT

-

Nominating Committee

REAPPOINTMENT

December 19, 2022: Cécile Tandeau de Marsac and Luc Messier

Changes planned for Fiscal 2024

The following changes will be proposed at the Combined Annual Shareholders Meeting on December 15, 2023:

reappoint Sophie Bellon as director for a three-year term.

Non-independent director on the Board of Directors of Sodexo S.A. since July 26, 1989, Chairwoman of the Board of Directors since January 26, 2016 and Chairwoman and Chief Executive Officer since March 1, 2022, Sophie Bellon brings to the Board of Directors and the Group her deep knowledge of Sodexo.

If the reappointment of Sophie Bellon's is approved by the Shareholders Meeting on December 15, 2023, she will continue to chair the Board and the executive management of Sodexo.

reappoint Nathalie Bellon-Szabo as director for a three-year term.

Non-independent director on the Board of Directors of Sodexo S.A. since July 26, 1989, member of the Sodexo Leadership Team and Chief Executive Officer of Sodexo Live!, Nathalie Bellon-Szabo brings to the Board her deep knowledge of Sodexo and its operations as well as her experience and contribution in the Quality of Life services. She develops within Sodexo Live! offerings encouraging socially responsible and environmental friendly that meet ever increasing sustainability requirements.

If the reappointment of Nathalie Bellon-Szabo is approved by the Shareholders Meeting on December 15, 2023, she will continue to be a member of the Nomination Committee.

reappoint Federico J. González Tejera as director for a three-year term.

Independent director since January 12, 2021, Federico J. González Tejera is Chairman and Chief Executive Officer of Louvre Hotels Group. Having held various marketing and general management positions in several multinational companies, notably in the consumer goods, media, entertainment and hospitality sectors. Federico J. González Tejera brings to the Board his strategic vision as well as his strong consumer culture.

If the reappointment of Federico J. González Tejera is approved by the Shareholders Meeting on December 15, 2023, he will continue to be a member of the Compensation Committee.

appoint Gilles Pélisson as a new director for a three-year term.

Since 2016 and until recently, Gilles Pélisson was Chairman of the Board and Chief Executive Officer of the commercial television network and production group, TF1. Before joining TF1, Gilles Pélisson was Chairman and CEO of several international, listed companies such as Accor, Euro Disney and Bouygues Telecom. Gilles Pélisson was also a Board member for Bic, Groupe Lucien Barrière, NH Hoteles and Sun Resort International. He is currently the Lead Independent Director of Accenture PLC (United States) and Chairman of the Lyfe Institute (ex-Paul Bocuse Institute), a management school in hospitality and culinary arts.

Gilles Pélisson will bring 40 years of extensive operational experience in international environments in the services industry, as well as a thorough understanding of corporate governance.

If the appointment of Gilles Pélisson is approved by the Shareholders Meeting on December 15, 2023, he will join the Nominating Committee and succeed Cécile Tandeau de Marsac as Chair.

Françoise Brougher, whose term of office expires at the close of the December 15, 2023 Annual Shareholders Meeting, will not be renewed.

On October 25, 2023, the Board of Directors also decided that François-Xavier Bellon and Jean-Baptiste Chasseloup de Chatillon will be members of the Compensation Committee.