Audit Committee
Summary of the work of the Audit Committee for the fiscal year 2005-2006.
Audit of financial statements
- 3 members, all independent
- 4 meetings in Fiscal 2006
- Average attendance rate of 83%
Issues addressed by the Committee included:
- Approval of the Internal Audit plan for Fiscal 2006.
- Review of the principal accounting policies applied by the Group.
- Transition of the consolidated financial statements to IFRS.
- Organization of the Group finance function.
- Reports issued by the Internal Audit department, and progress reports on the implementation of internal audit recommendations.
- Review of the Form 20F filed with the Securities and Exchange Commission.
- Progress reports on the "CLEAR" project (internal control assessment particularly with respect to the Sarbanes-Oxley Act and the "loi de sécurité financière").
- Supervision of the independence and performance of the external auditors.
The Audit Committee reviewed the annual consolidated financial statements for Fiscal 2005, and the interim consolidated financial statements for the six months ended February 28, 2006. It also approved the terms of engagement and fees of the auditors of Sodexo and its subsidiaries in connection with the audit of consolidated financial statements for Fiscal 2006.
Finally, the Audit Committee approved in advance all other engagements performed by the Group's auditors and by member firms of their international networks.
Auditors
Auditors | Appointed | Term | Expires* |
Statutory auditors | |||
Cabinet PricewaterhouseCoopers Audit | 22/02/1994 | 6 years | 2011 |
| |||
Cabinet KPMG Audit | 04/02/2003 | 6 years | 2009 |
Alternate auditors | |||
M. Patrick Frotiée | 25/02/1997 | 6 years | 2011 |
| |||
M. Didier Thibaut de Menonville | 04/02/ 2003 | 6 years | 2009 |
* Appointment expires at the AGM when the accounts for the previous fiscal year are approved.
The terms of the auditors PriceWaterhouse Coopers and the alternate, Patrick Frotiée were renewed during the Shareholders Meeting on February 8, 2005, for an additional 6 years, to expire at the Shareholders Meeting to close.
Audit fees
Service | PricewaterhouseCoopers | KPMG | ||||||
| Amount** | Percentage | Amount** | Percentage | ||||
2006 | 2005 | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 | |
Audit | ||||||||
Individual company & consolidated financial statements | 5.2 | 5.9 | 52% | 89% | 3.9 | 3.8 | 57% | 95% |
Other audit services | 4.5 | 0.4 | 45% | 6% | 2.7 | 0.1 | 40% | 3% |
Sub-total for audit | 9.7 | 6.3 | 97% | 95% | 6.6 | 3.9 | 97% | 98% |
Others services | ||||||||
Legal, tax, labour law | 0.3 | 0.3 | 3.0% | 5% | 0.2 | 0.1 | 3% | 2% |
Total | 10.0 | 6.6 | 100% | 100% | 6.8 | 4.0 | 100% | 100% |
** In millions of euro
Audit fees paid by Group subsidiaries to firms other than PricewaterhouseCoopers and KPMG (and member firms of their international networks) amounted to € 0.6 million for Fiscal 2006.
