Universal Registration Document - Fiscal 2024

7.1 Board of Directors

7. Corporate governance

7.1 Board of Directors

7.1 Board of Directors

7.1.1 Composition and operating procedures of the Board of Directors

Sodexo is a French public limited company (société anonyme) governed by a Board of Directors.

The rules and operating procedures of the Board of Directors are defined by the law, the Company’s bylaws and the Internal Rules of its Board. In addition, four specialized Committees have been set up by the Board in order to enhance the Board’s effectiveness and the Company’s governance. The fourth specialized Committee, the Sustainability Committee, was set up on June 27, 2024.

Directors hold office for a term of three years and may be reappointed. However, exceptionally, the Ordinary Shareholders Meeting may, on the recommendation of the Board of Directors, appoint or reappoint one or several directors for a shorter period of one or two years, to stagger the reappointment of directors.

The Board of Directors has been chaired by Sophie Bellon since January 26, 2016.

Since March 1, 2022, Sophie Bellon has been Chairwoman and CEO of Sodexo and Luc Messier Lead Director. On the expiry of Sophie Bellon’s term as director, the Board of Directors decided to maintain this governance were Sophie Bellon to be reappointed as director by the Shareholders Meeting of December 15, 2023. Through this governance structure, the Board of Directors aims to ensure that the definition and execution of the strategy are fully aligned, given that the acceleration of Sodexo’s transformation, as evidenced by the Pluxee spin-off, requires swift and agile decision-making processes within the Company while, at the same time, maintaining a strong governance with the existence of means to ensure the balance of powers.

As reported previously, Sophie Bellon does not benefit from an employment contract.