Registration Document Fiscal 2014 Registration
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RegistrationRegistration Document Fiscal 2014 including the Annual Financial Report 1 6 PRESENTATION OF THE GROUP 3 SHAREHOLDERS – 1.1 Messages from the Chairman of the Board FINANCIAL COMMUNICATION 267 and the Chief Executive Offi cer 4 6.1 Financial Communication 268 1.2 Our History 24 6.3 Sodexo Share Performance 272 1.3 Our Group and Our Quality of Life Services 26 6.4 Capital 276 CONTENTS 2 7 ECONOMIC, SOCIAL AND CORPORATE GOVERNANCE 279 ENVIRONMENTAL RESPONSIBILITY 87 7.1 Chairman’s Report on the Operating 2.1 The Better Tomorrow Plan 88 Procedures of the Board of Directors and 2.2 We Are 89 on Internal Control and Risk Management Procedures 280 2.3 We Do 90 7.2 Other information concerning the Corporate 2.4 We Engage 108 Offi cers and Senior Management of the 2.5 Rankings and awards 111 Company 308 2.6 Indicators, reporting methodology and 7.3 Compensation 310 Statutory Auditor’s Report 114 7.4 Audit fees 332 2.7 Data related to Sodexo’s activities in France 125 8 3 ANNUAL ORDINARY SHAREHOLDERS’ CONSOLIDATED INFORMATION 131 MEETING, JANUARY 19, 2015 335 3.1 Fiscal 2014 Activity Report 132 8.1 Board Report 3.3 Notes to the consolidated fi nancial statements 158 Presentation of Resolutions submitted to the Ordinary Shareholders’ Meeting, January 19, 3.4 Statutory Auditors’ Report on 2015 336 the consolidated fi nancial statements 216 8.2 Resolutions submitted to the Ordinary 3.5 Supplemental information 218 Shareholders’ Meeting of January 19, 2015 341 4 INFORMATION ON THE ISSUER 227 9 OTHER INFORMATION 347 4.1 Sodexo SA Individual Company Financial 9.1 Glossary 348 Statements 228 9.2 Responsibility for the Registration Document 4.2 Notes to the Individual Company and the audit of the Financial Statements 351 Financial Statements 230 9.3 Reconciliation tables 353 4.3 Supplemental Information on the Individual Company Financial Statements 247 4.4 Statutory Auditors’ Reports 249 5 LEGAL INFORMATION 257 5.1 General information about Sodexo and its Issued Capital 258 5.2 Condensed Group Organization Chart 265 Fiscal 2014 REGISTRATION DOCUMENT including the Annual Financial Report The French version of this Registration document was fi led with the French Financial Markets Authority on November 17, 2014, in accordance with article 212-13 of its General Regulations. It may be used in support of a fi nancial transaction if it is supplemented by a prospectus approved by the French Financial Markets Authority. This document has been prepared by the issuer under the liability of the signatories This document is a free translation from F rench into English and has no other value 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 authentic and considered as expressing the exact information published by Sodexo. This document is available on Sodexo’s website, www. sodexo.com or on the website of the Autorité des marchés fi nanciers, www.amf-france.org. Sodexo - Registration Document Fiscal 2014 1 2 Sodexo - Registration Document Fiscal 2014 1 PRESENTATION OF THE GROUP 1.1 MESSAGES FROM THE 1.2 OUR HISTORY 24 CHAIRMAN OF THE BOARD AND THE CHIEF EXECUTIVE OFFICER 4 1.3 OUR GROUP AND OUR QUALITY OF LIFE SERVICES 26 Message from Pierre Bellon Chairman of the Board of Sodexo 4 1.3.1 Profi le 26 Board of Directors of Sodexo 14 1.3.2 Our Quality of Life Services 34 Six questions for Michel Landel, Chief Executive Offi cer, Sodexo 16 Executive Committee of Sodexo 22 Sodexo - Registration Document Fiscal 2014 3 1 PRESENTATION OF THE GROUP Message from Pierre Bellon Chairman of the Board of Sodexo Message from PIERRE BELLON Chairman of the Board of Sodexo Let me start with a brief reminder of Sodexo’s history. Aft er graduating from France’s HEC business school and completing my military service as an offi cer in the French Navy, I returned to Marseille to work for a small maritime supply company created by my grandfather in 1895 and managed at the time by my father. Aft er a few years I realized that the Marseille maritime supply market was in decline, and also that what I wanted more than anything was to start my own business. In 1965, I discussed my plans with my father, whom I admired greatly. At fi rst skeptical, he fi nally came around to my way of thinking and in early 1966 I created Sodexo and took my fi rst steps in the foodservices market. Today, Sodexo is a large global company and world leader in Quality of Life Services, with 419,000 employees in 80 countries serving 75 million consumers each day. This message comprises two main parts. I’ll start by answering a question that I’m asked regularly: HOW DID SODEXO, WHICH STARTED FROM NOTHING IN MARSEILLE IN 1966, BECOME A LARGE GLOBAL COMPANY? Then I’ll answer the question: HOW CAN WE RESPOND TO THE CHANGING GLOBAL LANDSCAPE AND PURSUE OUR GROWTH TRAJECTORY? 4 Sodexo - Registration Document Fiscal 2014 PRESENTATION OF THE GROUP 1 Message from Pierre Bellon Chairman of the Board of Sodexo How did Sodexo, which started from nothing in Marseille in 1966, become a large global company? “ 1 ” › 1. THE REASONS FOR OUR GROWTH There are seven reasons behind our growth, which was conducted, involving 130,000 employees. These we call the seven fundamental principles of our surveys show that the employee engagement rate went development. from 50% in 2006 to 48% in 2008. Since then, we have turned the situation around and the rate has improved steadily, rising to 55% in 2010, 57% in 2012 and 59% 1.1 MY COMMITMENT TO GROWTH this year. Our goal is to raise it to 65%, to put us in a I was determined to make Sodexo a growth company in league with the large global companies that are ranked order to create value for our consumers and clients and among the best places to work. to create jobs. From the start, I decided to focus on organic growth 1.3 A CULTURE FOCUSED ON THE CLIENT AND THE CONSUMER, because that’s what gives employees opportunities for WITHOUT WHOM WE internal advancement. WOULDN’T EXIST Our strategy is simple: 1.2 MY VISION OF THE BUSINESS • keep our existing clients: we have set as our objective From the start, I wanted Sodexo to be a community of a retention rate of 95%; clients and consumers, employees and shareholders. • attract new clients by two methods: Our core strength lies in the fact that my fellow Board • segmentation, sub-segmentation and the members and I, our managers, our teams and our identifi cation of niches, family shareholders all share the same values and are all • geographic expansion; committed to taking Sodexo forward. • expand our Quality of Life Services offer: alongside In 2006, we carried out our fi rst international employee our foodservices off er, we are developing facilities engagement survey, based on an anonymous questionnaire management services, which now represent 28% of sent to 50,000 Group employees. In 2014, the fift h survey our revenue. › Sodexo - Registration Document Fiscal 2014 5 1 PRESENTATION OF THE GROUP Message from Pierre Bellon Chairman of the Board of Sodexo › PIERRE BELLON message, continued Chairman of the Board of Sodexo 1.4 DEVELOPING OUR HUMAN RESOURCES Our values are simple and are embraced by all Human resources development has been a factor in our employees: our growth up to now but more importantly, it is the • service spirit; key to our future growth. • team spirit; At the outset, I made two crucial observations: • spirit of progress. • on my own, it would be hard to accomplish anything. The same is true for our ethical principles: This is why I surrounded myself with men and women • loyalty; who were more competent than me. Sodexo has been able to grow thanks to its employees and, above all, its • respect for people and equal opportunity; major internal entrepreneurs. They all have the same • transparency; profi le; they learned the ropes fi rsthand, acquired • business integrity. an understanding of the business, took on broad responsibilities and worked to guarantee sustained earnings growth; Our mission, our values and our ethical principles impart • recognition of the efforts of the men and women on a common vision, give meaning to our initiatives and our sites is critical. They are the ones who are in daily to the work we do as individuals. They are demonstrated contact with consumers, who understand their needs, by our managers, who set the example. ensure their satisfaction and are the ambassadors of the Group’s image. Today, nearly 50 years aft er Sodexo’s creation, they are the foundation of our commitment, uniting us and Upon the creation of Sodexo in 1966, we defi ned our: serving as a common bond for our teams throughout • mission; the world. This is what sets us apart from our competitors. • values; • ethical principles. 1.5 OUR STRATEGIC POSITIONING To defi ne a strategy is to make a choice. It is to decide Our mission is twofold: what we will do and, more importantly, what we will not • improve the quality of life of our employees and all the people we serve; • contribute to the economic, social and environmental development of the communities, regions and countries in which we operate. 6 Sodexo - Registration Document Fiscal 2014 PRESENTATION OF THE GROUP 1 Message from Pierre Bellon Chairman of the Board of Sodexo 1 do. When Sodexo was created in 1966, we made two key As a result our international expansion will signifi cantly choices that remain the cornerstones of our strategy: outstrip domestic growth.