This independence has largely contributed to the Group’s growth and is crucial in the current context of unprecedented crisis. Sodexo is able to seize development opportunities, accelerate its transformation and focus on its objective of returning to sustainable and profitable growth, without being influenced by short-term pressures.
Finally, the Board of Directors is committed to ensuring that the rights of all shareholders are effectively protected, through various governance mechanisms:
The Statutory Auditors’ Special Report on related-party agreements is provided in section 5.4.2 of this Universal Registration Document.
On November 6, 2019, on the recommendation of the Audit Committee, the Board of Directors adopted an internal charter for the Group to be used for identifying agreements that are subject to the procedure for related-party agreements, and distinguishing them from other agreements entered into in the ordinary course of business. This charter helps ensure that Sodexo complies with French legislation on these agreements, which requires companies to regularly assess the conditions under which such agreements are entered into and to analyze their classification.
In addition to describing the regulatory framework applicable to the various types of agreements that may be entered into by the Group, the charter provides for a regular assessment to be carried out by the Audit Committee of the conditions under which agreements are entered into in the ordinary course of business, with any parties that have a direct or indirect interest in an agreement being prohibited from taking part in the corresponding assessment.
A summary of how the charter has been applied is presented once a year to the Audit Committee, which then reports to the Board of Directors on the work it has carried out.
Conducting all aspects of Sodexo’s business with the highest standards of ethics and integrity is essential to Sodexo’s purpose to create a better everyday for everyone to build a better life for all and constitutes a fundamental pillar of the Group’s Responsible Business Conduct commitments.
The Group Ethics and Compliance Committee ensures that business is conducted responsibly. This Committee is co-chaired by the Group Chief Ethics Officer and the Group Chief Compliance Officer. Its composition was revised in 2023. Permanent members are: the Group Chief Impact Officer, the Group Chief Human Resources Officer, the Group General Counsel, the Group Chief Ethics Officer and the Group Chief Compliance Officer. The Chairwoman and CEO is present at every other meeting. The Committee invites to its meetings and involves in its work representatives of key functions such as Internal Control, Purchasing, Social and Environmental Responsibility (CSR), Communication and members of the Sodexo Leadership Team.
A local network dedicated to Ethics and Compliance issues has also been deployed throughout the Group. This network draws up local risk mapping, adapts the Group’s overall program, reports to the Group all information linked to local deployment and assists operations teams on a daily basis.
