Universal Registration Document Fiscal 2025

7 Corporate Governance

Specialized Committees

To support its decision-making process, the Board of Directors has created four Specialized Committees: the Audit Committee, the Nominating Committee, the Compensation Committee and the Sustainability Committee (set up on June 27, 2024).

Each of these Committees has its own charter, approved by the Board of Directors, setting out their roles and operating procedures. These charters are reviewed on a regular basis.

Broadly speaking, the role of these Specialized Committees is to examine specific issues ahead of Board meetings and to submit opinions, proposals and recommendations to the Board of Directors.

Chairmanship of the Board of Directors

The Board of Directors appoints its Chair from among its members, for a term that cannot exceed the duration of their directorship. The Chair must be a natural person under the age of 85 at the time of appointment. Upon reaching this age limit, the Chair is deemed to have automatically resigned at the close of the Ordinary Shareholders Meeting held to approve the financial statements for the fiscal year in which the age limit is reached. The Chair may also be dismissed at any time by the Board and is eligible for reappointment.

The Chair organizes and leads the work of the Board and reports on it to the Shareholders Meeting. On behalf of the Board, the Chair maintains relations with third parties such as employee representatives, Statutory Auditors, and shareholders. The Chair ensures the proper functioning of the Company’s governance bodies and the effective implementation of decisions taken. The Chair also ensures that directors are able to fulfill their responsibilities.

Since January 26, 2016, the Board of Directors of Sodexo has been chaired by Sophie Bellon.

Lead Director

Since February 15, 2022, the Board of Directors has had the authority to appoint a Lead Director from among the independent directors, based on a recommendation from the Nominating Committee. This appointment is mandatory when the roles of Chairman and Chief Executive Officer are combined, and ends in the event of separation of the roles, expiration of the director’s term, loss of independent status, or a decision by the Board.

If the roles of Chairman and Chief Executive Officer are separated, the Board may still appoint a Lead Director if it considers it useful or necessary.

Since March 1, 2022, Luc Messier has served as Lead Director.

Gilles Pélisson will succeed him on November 10, 2025, the effective date of dissociation of the roles of Chairman of the Board of Directors and Chief Executive Officer.

The powers and resources granted to the Lead Director are defined in article 9.2 of the Board’s Internal Rules.

The Lead Director’s primary role is to ensure the effective functioning of the Company’s governance:

  • he is consulted by the Chairwoman on the agenda and calendar of Board meetings, and may convene the Board with a specific agenda;
  • he serves as a liaison between the independent directors and the other members of the Board, and oversees the quality of information provided to directors;
  • he organizes, chairs, and facilitates executive sessions, held at least once a year, bringing together Board members (without the presence of directors representing employees and executive directors, and, on certain topics, without non-independent directors) and he reports on these sessions to the Chairwoman;
  • he alerts the Chairwoman and the Board of any possible conflicts of interest he may have identified;
  • alongside the Chairwoman, he acts as the Board’s spokesperson on governance matters to investors and shareholders, and relays their questions to the Board;
  • he reports annually to the Board on the performance of his duties and may be invited by the Chairwoman to present this report at Shareholders Meetings.

To carry out his role, the Lead Director:

  • has full access to all documents and information he deems necessary, and may request external studies at the Company’s expense to support the quality of his analyses;
  • is kept regularly informed of the Group’s activities and may, upon request, meet with operational and functional executives to gain better insight into key issues;
  • participates in the work of the Nominating Committee and Compensation Committee, regardless of whether he is a member;
  • leads the Board’s self-assessment process and reports on it to its members.

He may also attend any Committee meeting, regardless of whether he is a member.

Choice of governance and management structure

In accordance with the law and the Company’s bylaws, the Company's executive management is carried out, under its responsibility, either by the Chairman of the Board of Directors (Chairman and CEO), or by another natural person appointed as Chief Executive Officer, whether or not he or she is a director. The choice of governance structure is made by the Board of Directors and may be changed at any time. The selected option remains in effect until the expiration of the first of either the Chairman’s or the Chief Executive Officer’s term, at which point the Board must reassess the structure.

Since March 1, 2022, Sophie Bellon has served as Chairwoman and CEO.

At the time of her appointment in 2022, and again upon the renewal of her directorship in 2023, the Board of Directors —acting on the recommendation of the Nominating Committee and considering the measures in place to ensure a balance of powers and effective governance— decided that combining the roles of Chair and Chief Executive Officer was the most appropriate solution, particularly in light of the pressing challenges following the pandemic and the need to accelerate the Group’s transformation, which involved effecting major structural changes.

This governance structure ensured optimal alignment between strategy definition and execution, while enabling swift decision-making, agility, and a balanced distribution of powers.

At its meeting on October 8, 2025, the Board of Directors, on the recommendation of the Nominating Committee, decided to dissociate the roles of Chairman of the Board of Directors and Chief Executive Officer with effect from November 10, 2025.

As part of this change in governance structure, Sophie Bellon will serve as non-executive Chairwoman of the Board of Directors for the duration of her term of office as a director and will oversee the transition with Thierry Delaporte, who will become Chief Executive Officer of the Group.