Fiscal 2018 Registration Document

Transcription

Fiscal 2018RegistrationDocumentIncluding theIntegrated Report

C O N T E N T SSODEXO AT A GLANCE11UNLOCKING OUR POTENTIALOur fundamentalsOur value creation modelOur responsible programsOur materiality matrixOur risk managementMessage from Sophie BellonOur Board of Directors11 Global megatrendsMessage from Denis MachuelOur Executive CommitteeOur profession, our marketsOur evolutionOur corporate responsibilityOur key figures3246810111214162022243234362GROWING OUR BUSINESS RESPONSIBLY44Client and consumer centricityEnhancing operational efficiencyNurturing talentAnchoring corporate responsibility46546068CONSOLIDATED INFORMATION733.1 Fiscal 2018 Activity Report3.2 Extra-financial reporting3.3 Consolidated financial statementsas of August 31, 20183.4 Notes to the consolidated financialstatements3.5 Statutory Auditors’ Report onthe consolidated financial statements3.6 Supplemental Information and condensedGroup organisation chart74891041101581634INFORMATION ON THE ISSUER4.1 Sodexo S.A. Individual CompanyFinancial Statements4.2 Notes to the Individual CompanyFinancial Statements4.3 Supplemental Information on the IndividualCompany Financial Statements4.4 Statutory Auditors’ Report1691701721891925CORPORATE lding structureBoard of DirectorsOther informationRisk managementCompensation6SHAREHOLDERS AND SHARE CAPITAL2716.16.26.36.4273278280Sodexo Share PerformanceFinancial Communications PolicyShareholdersAdditional Information aboutthe Company’s Share Capital6.5 General Information about Sodexo bylaws283285Fiscal 2018RegistrationDocumentIncluding theIntegrated Report7A B O U T O U R I N T E G R AT E D R E P O R TThe chapter 1 of this Registration Document follows Sodexo’sdecision to adopt the practice of integrated reporting. Based onthe recommendations of the International Integrated ReportingCouncil (IIRC), it also reflects the direction being taken in ourroadmap for corporate responsibility, Better Tomorrow 2025.Managers from various departments within the Group took partin a series of workshops to jointly create the report, ensuringthere is a common perspective on Sodexo’s overall economic,social and environmental performance.This second Integrated Report covers the fiscal year 2018and draws on information from the Registration Documentin which it is published.COMBINED ANNUAL SHAREHOLDERS’MEETING, JANUARY 22, 20192897.1 Agenda2907.2 Resolutions submitted to the CombinedAnnual Shareholders’ Meeting of January 22,20192917.3 Statutory Auditors’ reporton the authorization to grant free existingor newly issued shares3008APPENDICES3018.1 Glossary3028.2 Responsibility for the Registration Documentand the Audit of the Financial Statements3058.3 Reconciliation Tables307

SODEXOAT A G L A N C EFounded in 1966 by Pierre Bellon,Sodexo is the global leader in Quality of Life services.Sodexo is the world’s only company offering On-site Services,Benefits and Rewards Services and Personal and Home Services.Sodexo’s services contribute to the performance of our clients,the fulfillment of our teams and the economic, social and environmentaldevelopment of our local communities.KEY FIGURES (1) AS OF AUGUST 31, 201820.4460,00072100#1billion euro inconsolidated revenuesemployeescountriesmillion consumersserved dailyFrance-based privateemployer worldwide(2)69%#1#3employee engagementrate(3)in its industry sectorin both the Dow JonesSustainability Index (DJSI)(4)and the 2018 RobecoSAMSustainability Yearbook(5)in its sectoramong the World’sMost AdmiredCompanies(2)and#1for Innovation(2)1Source: Sodexo.22017 Fortune 500 ranking.32018 employee engagement survey sent to 386,262 Sodexo employees of whom 62% responded.4The Dow Jones Sustainability Indices (DJSI) provide a global ranking of the companies most advanced in the area of sustainable development. They arejointly compiled by the Standard & Poor’s Dow Jones Indices and RobecoSAM.5The RobecoSAM Sustainability Yearbook is the world’s most comprehensive publication on corporate sustainability performance. More than 3,400companies in 59 industries were evaluated according to economic, financial, social and environmental indicators.The French version of this Registration Document was filed with the french securities regulator (Autorité des marchés financiers – AMF) on November 22, 2018,in accordance with article 212-13 of its General Regulations. It may be used in support of a financial transaction if it is supplemented by a prospectus approved by theAMF. This document has been prepared by the issuer under the liability of the signatories. This document is a free translation from French into English and has no othervalue than an informative one. Should there be any diff erence between the French and the English version, only the text in the French version shall be deemed authenticand considered as expressing the exact information published by Sodexo.This Registration Document is available on Sodexo’s website, www.sodexo.com and on the website of the AMF, www. amf-france.org.S O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N T1

1UNLOCKINGOURPOTENTIALAs the global leader in Quality of Life services, we have developeda solid business model and a unique offer of integrated servicesthat creates value for our clients. We have leading market positionsin each of our segments and a clear roadmap and vision forthe future. Together, we are ready to embark on a new phaseof growth and profitability, fueled by the energy andprofessionalism of our 460,000 employees throughout the world.2S O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N TW W W. S O D E X O . C O M

OurresponsibleprogramsOurvalue creationmodelP. 8P. 6OurfundamentalsP. 4OurmaterialitymatrixP. 10OurcorporateresponsibilityKeyfiguresOur riskmanagementP. 36P. 11P. 34OurevolutionMessagefromSophie BellonP. 32P. 12Ourprofession,our marketsOurBoardof DirectorsP. 24P. 14Our ExecutiveCommittee11 GlobalmegatrendsP. 22P. 16MessagefromDenis MachuelP. 20S O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N T3

1UNLOCKING OUR POTENTIALOUR FUNDAMENTALSA GLOBAL,INDEPENDENT,PEOPLE-FOCUSED COMPANYSodexo is the community of our consumers, clients,employees and shareholders. To meet their expectations, we have builta business model based on profitable organic growth in revenues.The strength of this model is reflected in our fundamentals.Since Sodexo’s inception, our mission, our values and our ethical principles have guided the work of all employees.4OUR MISSIONOUR VALUESImprove the quality of life of Sodexoemployees and those we serve,and contribute to the economic,social and environmentaldevelopment of the communities,regions and countries in whichwe operate. Service spirit Team spirit Spirit of progressS O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N TOUR ETHICALPRINCIPLES Loyalty Respect for people and equalopportunity Transparency Business integrityW W W. S O D E X O . C O M

1UNLOCKING OUR POTENTIAL1AN INTEGRATED OFFER THROUGHTHREE ACTIVITIESA CONSUMER AND CLIENT-FOCUSEDCULTUREOne of the keys to our ability to develop andexpand a unique range of Quality ofLife services has been our detailedunderstanding of the needs of clients andend-users. To leverage our understandingof the challenges faced by our clients and toadapt to the globalization of our markets,our organization is structured around globalclient segments for our On-site Services.This segment-based approach enables usto better capitalize on our size and globalfootprint, thereby increasing the value webring to our clients. This model also helps usto meet the needs of our consumers, whichcan differ greatly from segment to segment.DEVELOPING OUR EMPLOYEESSodexo is one of the world’s largest employersand a company of people at the service ofother people. Our people have been at thecore of our development in the past butwill be even more so in the future. Sodexo’scontinued growth is the result of theperformance, development, professionalismand engagement of its diverse teams.Recognizing each individual’s contributionto the Group’s success is a priority. We arecommitted to being an employer of choiceby providing jobs, learning opportunitiesand internal progression for our peoplethat will enable them to thrive withinthe company.Through our three activities: On-siteServices, Benefits and Rewards Services,and Personal and Home Services,we offer a holistic response to clientneeds and provide services thatenable us to accompany consumersthroughout their lives.We leverage the synergies that existamong our three activities, such asbusiness development opportunitiesand global brand awareness.Shared organizations and infrastructuregenerate cost savings while multiplecareer gateways offer significantopportunities for our employees.A WORLDWIDE COMPANYRESPONDING TO MAJOR GLOBALTRENDSMajor global trends are bringingnew quality of life issues to the surface.Demographic changes such asaging populations and urbanizationare leading to an explosion in the needfor home care services and facilitiesfor the elderly.Operating in 72 countries and withundisputed leadership in developingeconomies, Sodexo’s global networkenables us to customize our integratedoffer while delivering a consistentlyhigh level of services worldwide.These services thus create valuefor our clients and improve the daily lifeof our consumers while respectingour economic, social andenvironmental commitments.INDEPENDENCE ENSUREDTHROUGH FOUNDINGFAMILY SHAREHOLDINGIndependence enables usto maintain our values, focus ona long-term strategy, maintainmanagement continuity and ensureour sustainability.Our independence is ensured throughthe Bellon family shareholding:Mr. and Mrs. Pierre Bellon and theirchildren control 72.6% of Bellon SA.As of August 31, 2018, our controllingholding company, Bellon SA,held 42.2% of Sodexo’s capital and57.2% of the exercisable voting rights.In June 2015, Mr. and Mrs. Pierre Bellonand their four children entered into anagreement for a duration of 50 yearswhich prevents his direct descendantsfrom freely disposing of their sharesin Bellon SA. The sole asset of Bellon SAis its holding in Sodexo sharesand Bellon SA does not intend to sellthis shareholding to third parties.The sustained commitment requiredto build a truly internationalorganization and a strongmanagement team, nurture lastingclient relationships and developa successful integrated offer,reflects this vision.S O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N T5

1UNLOCKING OUR POTENTIALOUR VALUE CREATION MODELCREATING VALUE BYIMPROVING QUALITY OF LIFERESOURCESIMPACTSECONOMICECONOMIC Stability of family-controlled capitalRobust financial modelSignificant market potentialLong-term visionHUMANINDIVIDUALS 460,000 engaged employees Diverse workforce Development and training of employees(79.3% of employees trained) Strong presence in local communities Eco-system of partnershipsRELATIONSHIPS Improving quality of life and contributing to localcommunities’ development Strong culture and ethical values Innovation insight gained from 100 millionconsumers served everyday worldwideNATURAL Sustainable processes Responsibly-sourced raw materials Responsible use of energy and water6 20.4 billion euro in consolidated revenues 9.7% Total Shareholder Return per year over5 years A- Standard & Poor’s rating Socially ResponsibIe Investment ratings 81% retention rate of total workforce 3.5% internal promotion A wide range of Quality of Life servicesdelivered for 100 million consumers every day 7.6 billion euro in salaries Stop Hunger: 93,000 committed volunteers Nearly 7.4 million U.S. dollars raisedfor 1,200 partner charities and NGOs(1)COMMUNITIES 4.4 billion euro spend with the SMEs(2)Apx. 2.3 billion euro of pay-roll taxes paid7,200 tons of fairly traded coffee purchased180 local community projectsTHE ENVIRONMENT 95,588 tons CO2 reduction in Scope 1(3)and Scope 2(4) carbon emissions compared tobaseline year 2011 Waste reduction: 87.5% of sites haveimplemented equipment and process steps toreduce organic waste 99 million cage free eggs purchased 25,313 tons of sustainably sourced seafood 2.7 million liters of used cooking oil convertedto biofuel1NGOs: Non-Governmental Organizations.2SMEs: Small and Medium sized Enterprises.3Scope 1: direct GHG emissions from the combustion of energy sources owned or controlled by the company.4Scope 2: indirect emissions of GHG from electricity purchases.S O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N TW W W. S O D E X O . C O M

1UNLOCKING OUR POTENTIALDP ATRENSINdanBUis,EoptiRESEARCHINGclientand consumerneedsBLINNOVATION &DIFFERENTIATIONCONDUCTc ol le c t ion , an alysOPTIMIZINGclient and consumerexperienceESSDESIGNINGnewor modifyingexisting offersDat aSENIOOYEEIMPLEMENTINGservicesor operatingprocessesSCITIZENSEMPLSELLING& DELIVERINGsolutions to clientRSSTUDSSITSENedRrnOmNTSizruetPEN1IEC HILTo improve the quality of life of its employees and its consumers,and to contribute to the development of communities in which it operates,Sodexo makes accelerating growth a central priority.Growth increases our capacity for investment and innovationto capture the strong potential of our markets and offers innovativeand increasingly personalized services to our clients and consumers.This depends upon the commitment of our teams, our ability to innovateand an in-depth understanding of our consumers.All figures are for Fiscal 2018, unless otherwise statedS O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N T7

1UNLOCKING OUR POTENTIALOUR RESPONSIBLE PROGRAMSBUILDING SUSTAINABLERELATIONSHIPSEMPOWERMENTAS ANEMPLOYERImproving quality of life of our employeesincreases their engagement and helps shapethe quality of life experience offered by Sodexo.6,232,374 hours of trainingprovided during Fiscal 2018CAREAS ASERVICEPROVIDERWe use our insights to engage our consumersand address their unique needs.We bring additional expertise that complementsthat of our clients.93.8% client retentionrate for Fiscal 2018RESPONSIBILITYOur actions and objectives have a direct impacton individuals, communities and the environment.AS ACORPORATECITIZEN#1 in its industryin both the Dow Jones Sustainability Index (DJSI)(1)and the 2018 RobecoSAM Sustainability Yearbook(2)Sodexo is part of the FTSE4Good index(3)These programs are an operational answer to the issuesdefined in the materiality matrix (page 10).8S O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N TSource: Sodexo.W W W. S O D E X O . C O M

1UNLOCKING OUR POTENTIALProvider of services, employer, corporate citizen: our activities impact individuals,whether clients, consumers, employees, suppliers or shareholders,as well as the communities in which we operate.Because our success depends on building constructive relationshipswith all of our stakeholders, we are committed each day to taking actionon numerous programs for responsible action.1FUNDAMENTALRIGHTS AT WORK“SODEXO SUPPORTS ME”EMPLOYEE ASSISTANCEPROGRAMRESPECT FORWORKERS’ RIGHTS INTHE VALUE CHAINA ZEROACCIDENTHSE (4) CULTUREGLOBAL EMPLOYEELEARNING, TRAININGAND DEVELOPMENTPROGRAMSDIVERSITY ANDINCLUSION PROGRAMAND NETWORKSANNUALBETTER TOMORROWSITE SURVEYFOOD SAFETYAND SECURITYPERSONALAND HOME SERVICEHEALTHYLIFESTYLEOPTIONSANIMAL YFLEXIBLE WORKARRANGEMENTSPARTNERINCLUSIONPROGRAMHEALTHY ANDSUSTAINABLE MEALOPTIONSELIMINATION OFPRODUCTS ACCELERATINGDEFORESTATION FROM OURSUPPLY ND MSTO OPTIMIZE ENERGY,WATER AND OF FAIRLY TRADEDPRODUCTSGENDER EQUALITYAND EMPOWERMENTHEALTHY LIVESAND WELL-BEINGSUPPORT FORTHE UNITEDNATIONS CHAMPIONS12.3 RNATIONALFOOD WASTECOALITION MEMBER1Dow Jones Sustainability Indices (DJSI): The Dow Jones Sustainability indices (DJSI) provide a global ranking of the companies most advanced in the areaof economic, social and environmental responsibility. They are jointly compiled by the S&P Dow Jones Indices and RobecoSAM.2The RobecoSAM Sustainability Yearbook is the world’s most comprehensive publication on corporate sustainability performance. More than 3,400 companiesin 59 industries were evaluated according to economic, social, environmental and financial indicators.3The FTSE4Good international index identifies socially responsible companies according to environmental, social and governance (ESG) criteria.4Health, Safety and Environment (HSE) the scope of Sodexo HSE function includes Occupational Health and Safety, Food Safety and Environment.S O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N T9

1UNLOCKING OUR POTENTIALOUR MATERIALITY MATRIXSHARINGA COMMON VISIONOur unique position in the value chain enables us to develop strongrelationships with multiple stakeholders. To define priorities and structurefor our corporate responsibility roadmap, we have identified and rankedkey issues and impacts in consultation with internal and external stakeholderswith the support of Business for Social Responsibility (BSR)(1). Our methodologyrelies on interviews conducted with our employees, clients and consumersas well as market best practices.HIGH Food qualityand safety Food resource securityand sourcing Respect forHuman rights Supplier Code of Conduct Fundamental rightsat work Nutrition and healthy choices Occupationalhealth and safetyI M P O R TA N C E T O S TA K E H O L D E R S Food waste at client sites Supply chain food waste Supply chain carbon footprint Environmentally sustainable menu options Responsible communicationand promotion Fight hungerand malnutrition Supply chain inclusion Employee well-beingand engagement Employee trainingand development Energy use in client sites Water use in client sites Local community accessto direct employment Non-organic wastein client sites Responsible foodpracticeson client sites Diversity and inclusion Local community accessto indirect employment Dialogue and engagementwith clients and consumers Engagement with external stakeholders Sourcing of equipment and supplies Animal welfareLOWLOW As an employerI M P O R TA N C E T O S O D E X O As a service provider As a corporate citizenHIGHF U N D A M E N TA L SSince the publication of our materiality matrix, we have placed stakeholders’ most important issues at the heart of our bestpractices. The result of this progress is detailed in this report(2). The key indicators illustrating the challenges and priority risksare presented in the tables of chapter 3.101The internal and external analysis were conducted in Fiscal 2016.2Chapter 1, chapter 2 and Risk management sub-chapter 5.4.S O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N TW W W. S O D E X O . C O M

1UNLOCKING OUR POTENTIALOUR RISK MANAGEMENTRISK MANAGEMENT ANDINTERNAL CONTROL MODEL BASEDON THREE LINES OF DEFENSE1Operational managers are the first line of defense for identifying and managing risksin their area of activity. They put in place controls and action plans for the risks identified.Support and transversal functions define the procedures and standards and providetools and techniques for operational staff to implement the appropriate controls.Internal Audit provides an independent assessment of risk managementand internal control to the Executive Committee and the Board of Directors.It makes recommendations on improving risk managementto operational teams and support functions.Each year, a risk assessment is carried out based on the reported resultsand summaries established by the senior management of the main entities.Sodexo is thus able to define a risk profile that integrates both internal and externalrisks. This evaluation is successively validated by the Executive Committee,the Audit Committee and the Board of Directors.SODEXO’S RISK MANAGEMENT AND INTERNAL CONTROL MODELThe Three Lines of DefenseBOARD / AUDIT COMMITTEEReportEXECUTIVE COMMITTEEReportFIRST LINE OF DEFENSESECOND LINE OF DEFENSEOPERATIONALMANAGEMENTSUPPORT &TRANSVERSALFUNCTIONSSegment Directors,Services OperationsDistrict Managers,FinanceSite Managers Human ResourcesInformTHIRD LINE OF DEFENSEGROUPINTERNALAUDITHealth & SafetyIT SecurityRisk Management and Internal Control,Legal Affairs. Identify and manage riskswithin their activities Support our operatorsin risk management Put controls into place Provide tools and techniquesEXTERNAL AUDITORS REGULATORSReport Evaluates and makesrecommendations for theimprovement of risk managementS O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N T11

1UNLOCKING OUR POTENTIALMESSAGE FROM SOPHIE BELLONSOPHIE BELLONCHAIRWOMAN OF THE BOARDOF DIRECTORSThis past year was marked byimportant milestones and keydevelopments. On January 23, DenisMachuel became the third CEO inSodexo’s history, and a new chapteropened for our company. Sincethen, Denis and I have been workingtogether to make sure the tandemwe form creates an efficient funnel ofcollaboration between the ExecutiveCommittee and the Board of Directors.The first work we carried out wasan assessment of Sodexo’s currentsituation to see where we stand today,identifying related short and mediumterm priorities.“Our ambition isto one day improvethe quality oflife of one billionindividuals aroundthe world.”Sophie Bellon12Sodexo’s future is ripe withpossibilities: the market potential forour combined activities is estimatedat 900 billion euro, nearly 45 timescurrent revenues. Global trendsare also promising: demand foroutsourced services is accelerating,and the integration of various servicesis set to follow. At the same time,the aspiration to improve quality oflife is one that resonates strongly inboth Western societies and in those ofemerging economies. The 100 millionpeople we serve every day represent ahuge asset for the future developmentof our services.But we have undoubtedly not beenefficient enough in capturing thispotential lately, partly because wehave likely taken too long to makesome decisions.Sodexo is, and has always been,a growth company. From thevery beginning, we have definedourselves as the community of ourS O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N Tclients, consumers, employees andshareholders and we have alwayswanted to build a growth companybecause growth is the best way torespond to the expectations of thesedifferent stakeholders.Today, accelerating this growth isthe company’s top priority. Ourunderperformance in some segmentsand markets required quick anddecisive corrective action, which isnow underway.At the same time, major social,demographic and environmental shiftscoupled with accelerated technologicalprogress continue to profoundly andirreversibly impact our markets. Thechanges are affecting relationshipswith both our B to B clients and withthose who consume our services,requiring that we redefine our marketsand rethink how we create value.Looking at these changes, we havealready taken very clear steps.First, we are renewing our focus onfoodservices, our historical and coreexpertise. The potential in this areais huge. We are also strengtheningthe integration of our differentservices to demonstrate our expertisein each of our client segments andsub-segments. Lastly, we want tobetter understand the needs of ourconsumers in order to be able to meetthem. As our consumers progressivelybecome an important additionalsource of revenue, they also have thepower to influence the decisions of ourBtoB clients to partner with us.We will seize these emergingopportunities by leveraging theW W W. S O D E X O . C O M

1UNLOCKING OUR POTENTIAL“We need to get back tothe culture of entrepreneurship thathas underpinned our success”1increasing convergence of ouractivities, driven by technologicalprogress. In order to succeed, we needto first get back to the basics of ourbusiness: client retention, employeeengagement, and extreme operationaldiscipline. Over the years, we have lostsight of these basics in some parts ofthe business and we are in the processof restoring them.We also need to get back to the culturethat has underpinned our success. Ourcompany culture, created by the firstgeneration of managers, was based onan entrepreneurial spirit. This is aboutencouraging each manager to managehis or her business as if it was theirown, while giving them the means todo so. With entrepreneurship comesaccountability. Accountability is aboutfacing the facts with humility beforemaking decisions, and assuming theconsequences of our actions.Lastly, talent is the foundation ofeverything we do. Almost all thechallenges we have today have theirroots in wrong people decisions orpeople situations which have gone onfor too long. Developing our talent,constantly building and strengtheningour talent pipeline, is the key to ourfuture.Provided we work on theseprerequisites, I believe that weare well positioned to capture theopportunities created by this newworld. Today, we have around100 million consumers. Our ambitionis to one day improve the quality oflife of one billion individuals aroundthe world.As we move forward, the Board willhave an important role to play insupporting and challenging ourstrategic choices and how they areexecuted, as well as evaluating theachievement of our objectives towardsreaching this ambition. The recentevolution in the Board’s compositionhas resulted in a new dynamic, andI am confident that the Board is ina strong position to carry out itsrole through open discussions andconstructive dialogue.Sodexo today is the result of a longand successful history rooted in theoriginal vision of its founder. WhenPierre Bellon created the company52 years ago, his personal history hadled him to believe that companies witha strong social purpose are the onesthat stand the test of time. That iswhy he gave Sodexo powerful values- team spirit, service spirit, and aspirit of progress – and a particularlyforward-looking mission for the time.This mission was – and remains – toimprove the quality of life of ouremployees and the people we serve,and contribute to the economic, socialand environmental development of thecommunities, regions and countrieswhere we operate.individuals, both our employees andour consumers, and to have a greaterimpact on our communities and theenvironment we all share.Our financial independence is afundamental cornerstone in thisambition. Remaining an independentcompany, a family-controlledbusiness, is for us the only way tomaintain our values and our mission,ensure stability in our management,focus on the long term, and havethe freedom to make necessaryinvestments in our development.Rapidly recovering good levels ofperformance while starting to activelywork towards achieving our ambitionwill take considerable collective effortand major changes, but I believe wehave the right levels of discipline andcourage to rise to the challenge. Wewill do what it takes to make surethe most crucial part of who we areremains the same.I would like to thank all Sodexo’semployees for their hard work everyday for our clients, for our consumers,for their teams and for theircommunities. It is their engagementand dedication that have made Sodexothe great company it is today.These fundamentals have not changedsince 1966 and are still very relevanttoday. For over 50 years, we havegrown while making sure along theway that we are actively contributingto foster progress and create socialvalue for individuals, communities andsociety. Fulfilling our mission is allabout growing to improve the qualityof life of an ever-increasing number ofS O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N T13

1UNLOCKING OUR POTENTIALOUR BOARD OF DIRECTORSSHARINGA LONG-TERM VISIONA family-controlled company, Sodexo’s stability is one of the keys to its success.Under the leadership of Chairwoman Sophie Bellon and inspired by a shared longterm vision, Sodexo’s Board of Directors, composed of seven women and six men,determines the strategic orientations of the company.Member of the AuditCommitteeMember ofthe CompensationCommitteeMember ofthe NominatingCommitteeFor more details onSodexo’s Governance,please see Chapter 5.SOPHIE BELLONEMMANUEL BABEAUChairwoman of the Boardof DirectorsDeputy Chief Executive Officerof Schneider Electric SENationality: FrenchTerm expires at the AnnualShareholders’ Meetingapproving the Fiscal 2020financial statementsAttendance rate: 100%As of August 31, 2018Independent DirectorChairman of the Audit CommitteeNationality: FrenchTerm expires at the AnnualShareholders’ Meetingapproving the Fiscal 2018financial statementsAttendance rate: 100%ROBERT BACONNIERPIERRE BELLONChairman EmeritusFounder of Sodexo andChairman of the supervisoryBoard of Bellon SANationality: French14S O D E X O - F I S C A L 2 0 1 8 R E G I S T R AT I O N D O C U M E N TIndependent DirectorASTRID BELLONDirectorNationality: FrenchNationality: FrenchTerm expires at the AnnualShareholders’ Meetingapproving the Fiscal 2018financial statements(Proposed reappointment)Term expires at the AnnualShareholders’ Meetingapproving the Fiscal 2018financial statements(Proposed reappointment)Attendance rate: 100%Attendance rate: 69%W W W. S O D E X O . C O M

1UNLOCKING OUR POTENTIALBERNARD BELLONFRANÇOIS-XAVIER BELLONNATHALIE BELLON-SZABODirectorFounder and Chief ExecutiveOfficer of LifeCarers LtdChief Executive Officer,Sodexo Sports & LeisureDirectorDirectorNationality: FrenchTerm expires at the AnnualShareholders’ Meetingapproving the Fiscal 2018financial statementsAttendance rate: 100%Nationality: FrenchNationality: FrenchTerm expires at the AnnualShareholders’ Meetingapproving the Fiscal 2018financial statements(Proposed reappointment)Term expires at the AnnualShareholders’ Meetingapproving the Fiscal

Sodexo is the world's only company off ering On-site Services, Benefi ts and Rewards Services and Personal and Home Services. Sodexo's services contribute to the performance of our clients, the fulfi llment of our teams and the economic, social and environmental development of our local communities. 1 Source: Sodexo. 2 2017 Fortune 500 .