Universal Registration Document - Fiscal 2024

In this table, ✓ indicates an independence criterion that is met.

SELECTION PROCEDURE FOR INDEPENDENT DIRECTORS

In the event of a vacancy in a director’s post or when a decision has been made to strengthen certain competencies within the Board of Directors, and in particular when appointing or co-opting an independent director, a procedure for selecting a new director is monitored by the Nominating Committee.

The Committee first identifies the specific needs of the Board of Directors while ensuring compliance with the diversity policy established by the Board (see above) and the necessary skills.

With the support of internal resources and a firm specializing in the recruitment of directors, it draws up a list of potential candidates.

The Committee examines the situation of each of the potential candidates and makes an initial selection, then organizes interviews with some of the directors before selecting the candidate or candidates who seem to best meet the chosen selection criteria.

Finally, the Nominating Committee makes a recommendation to the Board of Directors, which analyzes the profiles presented and, after having deliberated on the relevance of each candidate, proposes an appointment, if applicable, at the Shareholders Meeting.

The same process is also followed for the appointment and/or reappointment of non-independent directors.

Business relationships

Each year, in order to assess the independence of its members, a questionnaire is sent to each director. The Nominating Committee then analyzes the situation of each director in light of the answers provided, in order to identify the existence of a business relationship and, where appropriate, to assess its significance.

During Fiscal 2024, six⁽¹⁾ Board members were deemed independent directors. No independent director, nor the group or entity of which he or she is a member and in which he or she exercises executive powers, has any significant business ties with the Company, its Group or its management.

In accordance with the works of the Nominating Committee, when examining the independent status of its members, the Board of Directors paid particular attention to any business relations existing between the Sodexo Group and the entity or group of which each independent director is a member or director.

For Fiscal 2024, the Board carried out a quantitative and qualitative analysis of each directors’ situation and the business relationships that their respective groups or entities have with Sodexo. The Board of Directors determined that agreements are negotiated between the parties at arm’s length (contracts being put out for competitive tender). The Board also determined that the business flows between these groups (all activities combined and at the global level) are significantly lower than the 1% materiality threshold set by the Board of Directors. Altogether, business conducted between Sodexo and each of the relevant groups represents around 0.5% of Sodexo’s consolidated revenue.

Management of conflicts of interest

In accordance with the AFEP-MEDEF Code, the Board of Directors’ Internal Rules state that each director is required to disclose to the Board any actual or potential conflicts of interest and must abstain from discussing and voting on any matters associated with such conflicts of interest.

A director of Sodexo since December 14, 2021, Jean-Baptiste Chasseloup de Chatillon was Chief Financial Officer of Sanofi from 2018 to April 2024. Before recommending his appointment, the Board of Directors conducted an assessment of the existence and extent of the business relationships between Sodexo and Sanofi and concluded that they are not significant in terms of activity.

In accordance with the Internal Rules, however, specific measures were adopted to ensure, where necessary, that Jean-Baptiste Chasseloup de Chatillon would not take part in any discussions that could be relevant to Sanofi, nor vote in the corresponding deliberations.

Accordingly, the Board of Directors considered that Jean-Baptiste Chasseloup de Chatillon situation complied with applicable regulations. Since April 2024, as Jean-Baptiste Chasseloup de Chatillon is no longer employed by the Sanofi group, this potential risk of conflict has disappeared, and the specific measures put in place at the time of his appointment are no longer necessary.

⁽¹⁾ In accordance with the AFEP-MEDEF Code, directors representing employees are not included in the calculation of the percentage of independent directors on the Board.