Universal Registration Document - Fiscal 2023

7. Corporate governance

  1. controls: The internal control and risk management procedures related to the preparation and processing of financial and accounting information form an integral part of the Group’s anti-corruption measures. Specific controls related to Ethics, Anti-Corruption and Speak-Up are part of the annual Company Level Controls assessment, which is carried out by the majority of Sodexo’s entities (refer to section 6.4.3.4). If an entity fails these controls, then a compulsory action plan is put in place to remedy the control deficiency. These plans are monitored by the local and regional internal control managers. Internal and external audits are performed on a regular basis, notably covering the following topics: anti-corruption, anti-money laundering, environmental protection, respect of human rights and fundamental labor rights, and occupational health and safety. In Fiscal 2023, the Group Internal Audit continued its audit of entities using a risk-based approach, resulting in recommendations related to improvements in Sodexo’s Ethics & Compliance program.
7.3.3.3 Sodexo Group tax policy

The Sodexo Group has established a tax policy that has been published on its website. The main principle of the policy is that the Sodexo Group undertakes to respect local tax laws and regulations that apply and pay its fair share of taxes in all countries where it operates, in line with the substance of the economic activity of the business locally. Sodexo does not use intended tax structures for tax avoidance nor invest in tax structures located in so-called “tax havens” in order to avoid taxes. The policy is based on the economic reality of the transactions and excludes fraud and tax evasion as well as hybrid mismatch arrangements from a tax standpoint. Therefore, the Group considers that it complies with the requirements of the new article L.225-102-1 of the French Commercial Code on fighting tax evasion.

Sodexo will always:

  • perform risk management assessments before adopting a tax position;
  • ensure that each controlled entity has a sound commercial, business or financial justification and has the sufficient level of substance;
  • establish and document a transfer pricing policy for intra-Group exchanges of goods and services on an arm’s length basis, in line with international standards (e.g. OECD Guidelines);
  • monitor tax compliance in jurisdictions where Sodexo operates.

Sodexo Group has developed a framework to manage uncertain tax positions. All significant tax positions are regularly reported to the Audit Committee.