Universal Registration Document Fiscal 2025

7 Corporate Governance

This chapter includes the Board of Directors’ Corporate Governance Report(1).

It provides information on:

  • the composition of the Board of Directors;
  • the preparation and organization of the Board’s work;
  • the terms and conditions for the exercise of executive management and any restrictions placed by the Board of Directors on the Chairwoman and Chief Executive Officer’s powers;
  • the related-party agreements authorized by the Board;
  • the conditions governing shareholders attendance at Shareholders Meetings;
  • current valid authorizations for share capital increases(2) ;
  • the main features of internal control and risk management systems in the context of the financial reporting process(2) ;
  • information that could have an impact in the event of a public tender offer.

It also includes the components of:

  • Corporate Officers’ compensation packages;
  • their compensation policies(3).

The Board of Directors’ Corporate Governance Report was approved at the October 22, 2025 Board meeting, and has been submitted in full to the Company’s Statutory Auditors.

Furthermore, the Corporate Governance reference framework used by Sodexo is the December 2022 version of the AFEP-MEDEF Corporate Governance Code for listed companies in France in its December 2022 version (hereinafter the “AFEP-MEDEF Code”), which can be consulted on the AFEP (www.afep.com) and MEDEF (www.medef.com) websites. It is also available on the Group's website (www.sodexo.com).

The Company also refers to the guide to applying the AFEP-MEDEF Code issued by the Haut Comité de gouvernement d'entreprise (hereinafter the “HCGE”), revised in March 2024, which explains the recommendations of the AFEP-MEDEF Code.

The following positions and recommendations issued by the French securities regulator (Autorité des marches financiers / AMF) have also been taken into account:

  • concerning corporate governance and the compensation of executive corporate officers (position – AMF recommendation DOC-2021-02 and AMF recommendation DOC-2012-02);
  • on general meetings of shareholders of listed companies (AMF recommendation DOC-2012-05).

Each time the AFEP-MEDEF Code or its application guide is revised, the Board of Directors and its Specialized Committees analyze the new recommendations and, where necessary, update their governance practices. These periodic reviews, together with monitoring of market practices and analyses, ensure that practices in force can be adapted each year with a view to continuous improvement.

In accordance with the “apply or explain” rule provided for in article L.22-10-10 of the French Commercial Code (Code de commerce) and article 28.1 of the AFEP-MEDEF Code, the Company specifies that it does not deviate from any of the recommendations set out in the AFEP-MEDEF Code.