To ensure Sodexo complies with legal requirements regarding related-party agreements —in particular, the regular assessment of the terms under which they are entered into and the analysis of their classification— the Board of Directors adopted an internal Group charter, based on a recommendation from the Audit Committee. This charter aims to distinguish agreements subject to the procedure for related-party agreements from those involving ordinary transactions entered into under arms' length conditions.
In addition to describing the regulatory framework, the charter provides for a regular assessment to be carried out by the Audit Committee of the conditions under which agreements are entered into in the ordinary course of business. Any parties that have a direct or indirect interest in an agreement are prohibited from taking part in the corresponding assessment.
A summary of the application of the charter is presented annually to the Audit Committee, which reports to the Board of Directors on the work carried out.
As of August 31, 2025, Bellon SA held 43.8% of Sodexo’s share capital and 58.8% of the exercisable voting rights, thereby controlling Sodexo within the meaning of article L.233-3 of the French Commercial Code. Sophie Bellon, Nathalie Bellon-Szabo, François-Xavier Bellon, and Patrice de Talhouët are members of the Management Board of Bellon SA and directors of Sodexo. As such, they are considered interested directors. Any agreement entered into between Sodexo and Bellon SA may therefore qualify as a related-party agreement under articles L.225-38 et seq. of the French Commercial Code.
During Fiscal 2025, no new related-party agreement was entered into. The management support and services agreement between Bellon SA and Sodexo is the only previously concluded related-party agreement in 2021 that is still ongoing during Fiscal 2025.
Under this agreement, Bellon SA provides Sodexo with assistance and consulting services in the areas of strategic planning, finance, and human resources. As part of this agreement, three Bellon SA managers are made available to Sodexo. They hold the positions of Group Chief Financial Officer, Group Chief Human Resources Officer, and Group Chief Growth Strategy Officer.
These cross-functional roles are essential to the implementation of Sodexo’s strategy. Their involvement ensures that the founder’s values, culture, and ambitions are shared across all levels of the Group. As members of the Sodexo Leadership Team, these managers are subject to the same requirements and obligations as other members.
Their detailed biographies are available on the Sodexo website.
The principle of this agreement dates back to 1991. Since then, Bellon SA and Sodexo have entered into several similar contracts, the terms of which (duration, financial terms, and roles of the seconded managers) were revised in 2013, 2016, and 2017 by the Board of Directors, based on recommendations from the Audit Committee.
In 2021, with the agreement then in force coming to an end, the Board of Directors, deliberating and voting in the absence of the interested directors, decided to renew the agreement, unanimously and on the recommendation of the Audit Committee, at its meeting of June 23, 2021.
The new agreement, signed on October 26, 2021, took effect on November 17, 2021 for a five-year period. It was approved by the Shareholders Meeting on December 14, 2021. In accordance with the applicable law, Bellon SA and the Bellon family members did not vote on the resolution concerned.
For Fiscal 2025, the amount invoiced was €4.63 million, compared to €5.13 million for the previous fiscal year.
