Board of Directors

As a result of Sodexo's activity in two different stock exchanges, the Group's corporate governance structure includes the mandatory provisions of French corporate governance law and the securities laws and regulations of both France and the US, as well as the rules that are promulgated by both public markets.

Directors are chosen for their ability to act in the interests of all shareholders and for their expertise, experience and understanding of the strategic challenges in markets where Sodexo operates.  The composition of the Board is intended to reflect the geographic mix of the business (insofar as possible), to provide a range of technical skills, and to include individuals with in-depth knowledge of Sodexo's activities. There are fourteen board members from four different nationalities, amongst whom four are women.

The Board of Directors establishes corporate strategy, appoints corporate officers to run the business, supervises the management of the business, reviews internal control procedures, and oversees the quality of information provided to shareholders and to the financial markets in the financial statements and in connection with major financial transactions.  As required by law, the Board of Directors finalizes the financial statements, proposes dividends, and makes decisions on investments and financial policy.  The Board of Directors performs periodic in-depth reviews of the financial statements at meetings attended, as necessary, by members of the Group's operational and financial management teams and by the internal and external auditors.

The Board of Directors met six times during fiscal 2006, fulfilling the minimum requirement of four meetings per year as stated in the Internal Rules.  The average attendance rate was 87%. 

The Board of Directors is comprised of fourteen members, including two American, one Canadian and one British Director.