Universal Registration Document - Fiscal 2023

It examines the Company’s fraud detection procedures and its whistleblowing system. It is notably in charge of ensuring that a procedure is in place for dealing with complaints from third parties or employees (which may be anonymous) about any irregularities concerning accounting or internal control practices or any other area.

It issues observations and recommendations to the Company’s senior management team about risks, particularly the structure, scope and organization of risk management. Accordingly, it periodically reviews senior Management Reports on risk exposure (including social and environmental risks) and prevention and ensures that effective internal controls are applied. It also regularly reviews the internal audit reports and is informed of the internal audit plan.

The Audit Committee performs an annual review of the fees paid to the Statutory Auditors of Sodexo and its subsidiaries, assesses auditor independence and pre-approves certain non-audit services. When necessary, it carries out the process for appointing and re-appointing the Statutory Auditors.

The Audit Committee also issues recommendations to the Board of Directors about the regular assessment of the conditions for entering into related-party agreements and other agreements within the Group. As part of its work in this area, it reviews the annual payment due under the service agreement signed between Sodexo and Bellon SA (described in Section 7.3.2 of this Universal Registration Document), as well as any changes in its amount from one year to the next.

Lastly, the Audit Committee reviews and issues recommendations on requests made to the Board for guarantees.

To perform its role, the Audit Committee is assisted by the Chief Executive Officer, the Chief Financial Officer, the Senior Vice President Group Internal Audit, the Group Internal Control Director and the Statutory Auditors, who present their work to the Committee and answer any questions that it may have. The Committee may also make inquiries of any Group employee, without any Company executives being present, and seek advice from outside experts. It meets at least once a year with the Statutory Auditors without the management.

The Audit Committee met six times in Fiscal 2023 and the attendance rate was 93%.

In addition to the above matters, the Committee’s work during the year concerned the following:

• reviewing the internal control process;
• reviewing the risk matrix, the audit plan and monitoring audit engagements;
• reviewing the Fiscal 2023 audit plan;
• reviewing the Audit Committee’s charter;
• monitoring the Group’s cash position and financing;
• monitoring the guarantees issued by the Company and the related authorizations granted to the Chairwoman and Chief Executive Officer by the Board of Directors, and, more generally, monitoring the Group’s off balance-sheet commitments;
• reviewing the non-audit services performed by the Statutory Auditors;
• reviewing the amount paid to Bellon SA under the service agreement with the Company;
• appointing an auditor;
• reviewing the main disputes;
• reviewing the financial information systems;
• the proposed Pluxee spin-off;
• the presentation on non-financial reporting obligations;
• reviewing the compliance program for the fight against corruption.

The Audit Committee also reviewed the annual consolidated financial statements for Fiscal 2022 and the interim consolidated financial statements for the first half of Fiscal 2023. In addition, it examined the sections of the Fiscal 2022 Universal Registration Document relating to risk management and internal control procedures, as well as the content of the Half Year Financial Report, and reviewed the draft financial press releases before they were submitted to the Board of Directors.

Part of the meetings dedicated to reviewing the Group’s annual and half-year results took place with the Statutory Auditors and without the management.

In addition to formal Committee meetings, the Chairman of the Audit Committee also had meetings during the fiscal year with the Chairwoman and Chief Executive Officer, the Senior Vice President Group Internal Audit, the Chief Financial Officer and the Statutory Auditors.

NOMINATING COMMITTEE