Board Committees
To support its decision-making process, the Board has created three Committees each with its own Charter.
Audit Committees
Nominating Committee
Compensation Committee
Audit Committee
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 fi nancial statements to IFRS;
- organization of the Group fi nance function;
- reports issued by the Internal Audit department, and progress reports on the implementation of internal audit recommendations;
- review of the Form 20F fi led 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 fi nancial 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 fi nancial 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.
Nominating Committee
5 members, 2 independent
2 meetings in Fiscal 2006
Average attendance rate of 80%
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.
Compensation Committee
4 members, 1 independent
3 meetings in Fiscal 2006
Average attendance rate of 75%
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.
