Specialized Committees

Audit Committees
Nominating Committee
Compensation Committee

Audit Committee

2 members, independent 
3 meetings in Fiscal 2008
Average attendance rate of 93%

Issues addressed by the Committee included:

• approval of the Internal Audit plan for Fiscal 2008; 
• review of the principal accounting policies applied by the Group; 
• organization of the Group finance function; 
• reports issued by the Internal Audit department, and progress reports on the implementation of internal audit recommendations;
• progress reports on the program to assess internal controls (CLEAR” program)
• supervision of the independence and performance of the external auditors

The Audit Committee reviewed the annual consolidated financial statements for Fiscal 2007, and the interim consolidated financial statements for the Fiscal 2008 half year. 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 2008. Finally, the Audit Committee approved in advance all other engagements performed by the Group's auditors and by member firms of their international networks.

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Nominating Committee

4 members, 1 independent
2 meetings in Fiscal 2008
Average attendance rate of 90%

This Committee examines proposals made by the Chairman of the Board, and advises the Board, on:

• the appointment of: Directors;
  • the Chief Executive Officer and, as appropriate, Chief Operating Officer(s);
  • members of the Group Executive Committee;
• succession plans for key executives.

It also keeps an up-to-date, confidential list of potential replacements in case a position suddenly becomes vacant. For compliance reasons, the Committee also provides the Board of Directors from time to time with a list of Directors qualifying as independent.

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Compensation Committee

4 members, 1 independent 
2 meetings in Fiscal 2008
Average attendance rate of 100%

The Committee met to make recommendations to the Board on issues such as the advisability of introducing a new International Employee Stock Ownership Plan, the implementation and plan rules of a new stock option plan, and compensation packages for the Chairman and the Chief Executive Officer.

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