Fiscal 2018 Registration Document Including the Integrated Report CONTENTS SODEXO AT A GLANCE 1 1 3 UNLOCKING OUR POTENTIAL 2 CONSOLIDATED INFORMATION 73 Our fundamentals 4 3.1 Fiscal 2018 Activity Report 74 Our value creation model 6 3.2 Extra-financial reporting 89 Our responsible programs 8 3.3 Consolidated financial statements Our materiality matrix 10 as of August 31, 2018 104 Our risk management 11 3.4 Notes to the consolidated financial Message from Sophie Bellon 12 statements 110 Our Board of Directors 14 3.5 Statutory Auditors’ Report on the consolidated financial statements 158 11 Global megatrends 16 3.6 Supplemental Information and condensed Message from Denis Machuel 20 Group organisation chart 163 Our Executive Committee 22 Our profession, our markets 24 Our evolution 32 4 Our corporate responsibility 34 Our key figures 36 INFORMATION ON THE ISSUER 169 4.1 Sodexo S.A. Individual Company Financial Statements 170 2 4.2 Notes to the Individual Company Financial Statements 172 GROWING OUR BUSINESS RESPONSIBLY 44 4.3 Supplemental Information on the Individual Client and consumer centricity 46 Company Financial Statements 189 Enhancing operational efficiency 54 4.4 Statutory Auditors’ Report 192 Nurturing talent 60 Anchoring corporate responsibility 68 5 CORPORATE GOVERNANCE 201 5.1 Shareholding structure 203 5.2 Board of Directors 204 5.3 Other information 229 5.4 Risk management 236 5.5 Compensation 249 6 SHAREHOLDERS AND SHARE CAPITAL 271 6.1 Sodexo Share Performance 273 6.2 Financial Communications Policy 278 6.3 Shareholders 280 6.4 Additional Information about the Company’s Share Capital 283 6.5 General Information about Sodexo bylaws 285 Fiscal 2018 Registration Document Including the Integrated Report 7 ABOUT OUR INTEGRATED REPORT COMBINED ANNUAL SHAREHOLDERS’ The chapter 1 of t his Registration D ocument follows Sodexo’s MEETING, JANUARY 22, 2019 289 decision to adopt the practice of integrated reporting. Based on the recommendations of the International Integrated Reporting 7.1 Agenda 290 Council (IIRC), it also refl ects the direction being taken in our 7.2 Resolutions submitted to the Combined roadmap for corporate responsibility, Better Tomorrow 2025. Annual Shareholders’ Meeting of January 22, 2019 291 Managers from various departments within the Group took part 7.3 Statutory Auditors’ report in a series of workshops to jointly create the report, ensuring there is a common perspective on Sodexo’s overall economic, on the authorization to grant free existing social and environmental performance. or newly issued shares 300 This second Integrated Report covers the fi scal year 2018 and draws on information from the Registration Document in which it is published. 8 APPENDICES 301 8.1 Glossary 302 8.2 Responsibility for the Registration Document and the Audit of the Financial Statements 305 8.3 Reconciliation Tables 307 SODEXO AT A GLANCE Founded in 1966 by Pierre Bellon, Sodexo is the global leader in Quality of Life services. Sodexo is the world’s only company off ering On-site Services, Benefi ts and Rewards Services and Personal and Home Services. Sodexo’s services contribute to the performance of our clients, the fulfi llment of our teams and the economic, social and environmental development of our local communities. KEY FIGURES(1) AS OF AUGUST 31, 2018 20.4 460,000 72 100 #1 billion euro in employees countries million consumers France-based private consolidated revenues served daily employer worldwide(2) 69% #1 #3 and #1 employee engagement in its industry sector in its sector for Innovation(2 ) rate(3) in both the Dow Jones among the World’s Sustainability Index (DJSI)(4) Most Admired and the 2018 RobecoSAM Companies(2 ) Sustainability Yearbook(5) 1 Source: Sodexo. 2 2017 Fortune 500 ranking. 3 2018 employee engagement survey sent to 386,262 Sodexo employees of whom 62% responded. 4 The Dow Jones Sustainability Indices (DJSI) provide a global ranking of the companies most advanced in the area of sustainable development. They are jointly compiled by the Standard & Poor’s Dow Jones Indices and RobecoSAM. 5 The RobecoSAM Sustainability Yearbook is the world’s most comprehensive publication on corporate sustainability performance. More than 3,400 companies in 59 industries were evaluated according to economic, fi nancial, social and environmental indicators. The French version of this Registration Document was fi led with the french securities regulator (Autorité des m archés fi nanciers – AMF) on November 22 , 2018, 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 AMF. This document has been prepared by the issuer under the liability of the signatories. This document is a free translation from French 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 Registration Document is available on Sodexo’s website, www.sodexo.com and on the website of the AMF , www. amf-france.org. SODEXO - FISCAL 2018 REGISTRATION DOCUMENT 1 1 UNLOCKING OUR POTENTIAL As t he global leader in Quality of Life services, we have developed a solid business model and a unique off er of integrated services that creates value for our clients. We have leading market positions in each of our segments and a clear roadmap and vision for the future. Together, we are ready to embark on a new phase of growth and profi tability, fueled by the energy and professionalism of our 460,000 employees throughout the world. 2 SODEXO - FISCAL 2018 REGISTRATION DOCUMENT WWW.SODEXO.COM Our responsible programs Our P. 8 value creation model P. 6 Our fundamentals P. 4 Our materiality matrix P. 10 Our Key Our risk corporate fi gures management responsibility P. 36 P. 11 P. 34 Our Message evolution from P. 32 Sophie Bellon P. 12 Our Our profession, B oard our markets of D irectors P. 24 P. 14 Our E xecutive 11 G lobal C ommittee megatrends P. 22 P. 16 Message from Denis Machuel P. 20 SODEXO - FISCAL 2018 REGISTRATION DOCUMENT 3 1 UNLOCKING OUR POTENTIAL OUR FUNDAMENTALS A GLOBAL, INDEPENDENT, PEOPLE-FOCUSED COMPANY Sodexo is the community of our consumers, clients, employees and shareholders. To meet their expectations, we have built a business model based on profi table organic growth in revenues. The strength of this model is refl ected in our fundamentals. Since Sodexo’s inception, our mission, our values and our ethical principles have guided the work of all employees. OUR MISSION OUR VALUES OUR ETHICAL Improve the quality of life of Sodexo • Service spirit PRINCIPLES employees and those we serve, • Team spirit • Loyalty and contribute to the economic, • Spirit of progress • Respect for people and equal social and environmental opportunity development of the communities, • Transparency regions and countries in which • Business integrity we operate. 4 SODEXO - FISCAL 2018 REGISTRATION DOCUMENT WWW.SODEXO.COM 1 UNLOCKING OUR POTENTIAL AN INTEGRATED OFFER THROUGH 1 THREE ACTIVITIES Through our three activities: On-site Services, Benefi ts and Rewards Services, A CONSUMER AND CLIENT-FOCUSED and Personal and Home Services, INDEPENDENCE ENSURED CULTURE we off er a holistic response to client THROUGH FOUNDING One of the keys to our ability to develop and needs and provide services that FAMILY SHAREHOLDING expand a unique range of Quality of enable us to accompany consumers Independence enables us Life services has been our detailed throughout their lives. to maintain our values, focus on understanding of the needs of clients and We leverage the synergies that exist a long-term strategy, maintain end-users. To leverage our understanding among our three activities, such as management continuity and ensure of the challenges faced by our clients and to business development opportunities our sustainability. adapt to the globalization of our markets, and global brand awareness. Our independence is ensured through our organization is structured around global Shared organizations and infrastructure the Bellon family shareholding: client segments for our On-site Services. generate cost savings while multiple Mr. and Mrs. Pierre Bellon and their This segment-based approach enables us career gateways off er signifi cant children control 72.6% of Bellon SA. to better capitalize on our size and global opportunities for our employees. As of August 31, 2018, our controlling footprint, thereby increasing the value we holding company, Bellon SA, bring to our clients. This model also helps us A WORLDWIDE COMPANY held 42.2% of Sodexo’s capital and to meet the needs of our consumers, which RESPONDING TO MAJOR GLOBAL 57.2% of the exercisable voting rights. can diff er greatly from segment to segment. TRENDS In June 2015, Mr. and Mrs. Pierre Bellon Major global trends are bringing and their four children entered into an DEVELOPING OUR EMPLOYEES new quality of life issues to the surface. agreement for a duration of 50 years Sodexo is one of the world’s largest employers Demographic changes such as which prevents his direct descendants and a company of people at the service of aging populations and urbanization from freely disposing of their shares other people. Our people have been at the are leading to an explosion in the need in Bellon SA. The sole asset of Bellon SA core of our development in the past but for home care services and facilities is its holding in Sodexo shares will be even more so in the future. Sodexo’s for the elderly. and Bellon SA does not intend to sell continued growth is the result of the Operating in 72 countries and with this shareholding to third parties.