Universal Registration Document Fiscal 2025

7 Corporate Governance

COMPETENCIES OF THE MEMBERS OF THE BOARD OF DIRECTORS

The composition of the Board of Directors is designed to reflect the diversity of the geographical areas in which the Group operates, to incorporate a range of technical expertise, and to include directors with a strong understanding of the Group’s business activities.

Directors are selected for their ability to represent all shareholders, as well as for their competencies, experience, and understanding of the strategic challenges in the markets where the Group operates.

Each director is invited to submit a sworn statement identifying the areas in which he or she has specific competencies. This declaration is made upon appointment and renewed annually as part of the preparation of the Universal Registration Document.

The resulting matrix of competencies and experience, based on these declarations, is reviewed by the Nominating Committee.

The seven areas of competencies identified cover:

  • the Group’s key operational challenges;
  • the main topics regularly addressed by the Board and its Committees;
  • the sustainability matters identified in the double materiality assessment presented in chapter 2 "Sustainability at Sodexo" of this Fiscal 2025 Universal Registration Document.
KEY COMPETENCIES MATRIX

The following pictograms illustrate the key competencies identified for the Board of Directors:

 

Executive management of international companies

Past or current experience as chief executive officer, member of an executive committee, or senior executive in a large international company or a group with a global presence.

Such experience may also come from international relocation or a directorship in an international group.

The international dimension implies proficiency in intercultural management.

Finance

Extensive experience in corporate finance and financial reporting processes, risk management, audit, accounting, treasury, taxation, mergers and acquisitions, and financial markets.

Innovation – Digital

Recent technical or managerial experience in developing and implementing technology and digital strategies. This includes topics such as data processing, cybersecurity, and artificial intelligence.

Such experience may come from working in companies with a strong technological focus or those undergoing digital transformation.

Marketing and Sales

Experience in marketing, commercial activities, distribution, and B2C brand management.

Strategy – Mergers and Acquisitions

Experience in defining strategies and managing strategic issues; experience in mergers and acquisitions.

Knowledge of the services sector

Experience in the services sector, knowledge of the Group’s business and competitive environment, and experience in a field focused on innovation in business services.

Sustainability – Societal commitment and human resources

Experience in understanding and managing environmental, social, and governance (ESG) issues, and in effectively overseeing them.

Environmental experience may have been gained within a CSR department, or CSR committee of a listed company, or as an executive responsible for developing or steering a sustainability roadmap.

Human resources experience may include roles within HR departments, temporary employment agencies, or as an executive or a member of professional organizations, or trade unions.

Governance experience and/or knowledge may relate to ethics, human rights, compliance, and corporate governance and experience within a listed company.