  Accenture's Corporate Governance Guidelines describe the functions, composition and performance of the Board of Directors, including its committees and operations. View a PDF version of our Corporate Governance Guidelines [PDF, 168KB], or scroll down to read the document
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ACCENTURE CORPORATE GOVERNANCE GUIDELINES
Functions of the Board of
Directors The Board of Directors is responsible for providing governance and oversight over the strategy, operations and management of Accenture. The Board collectively, and individual directors individually, are responsible for primarily the following: - Reviewing and approving Accenture’s strategic and financial plans for achieving long-term success of the company;
- Reviewing progress in executing the plans and/or in changing the plans in response to evolving business conditions;
- Selecting, evaluating and compensating the Chief Executive Officer and approving compensation of other executive officers;
- Reviewing CEO and management succession planning and leadership development programs;
- Understanding the major risks faced by Accenture and the strategies for addressing those risks;
- Reviewing and approving any major transactions or changes in business direction; and
- Ensuring that processes are maintained to ensure the integrity of the financial reporting and disclosures by the company and compliance with legal and ethical responsibilities.
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Board Composition and
Performance Size of the Board
Accenture’s articles of association provide for a board size of between eight (8) and fifteen (15) directors. Mix of Inside and Outside Directors
The Board believes that the interests of the company and its shareholders are best addressed by having a majority of independent directors. The Board believes, however, that inside directors provide valuable perspective to the Board and that the CEO should be able to recommend from time to time up to two (2) members of Accenture management for Board membership, subject to approval by the Nominating & Governance Committee, the Board and the shareholders. Furthermore, while remaining committed to having a majority of independent directors, the Board also feels that members who do not meet applicable independence standards may, nevertheless, make valuable contributions to the Board and the company and will from time to time consider such Board members. Director Independence
The Board shall affirmatively determine that to be considered independent, a director must not have any direct or indirect material relationship with Accenture. The Board has established the standards described in Appendix A to these guidelines to assist it in assessing director independence. Audit Committee members shall be subject to any additional independence requirements imposed by applicable law, regulation or NYSE listing standards from time to time. The Board shall perform an annual review of the independence of all directors and nominees. Each director, and any nominee, shall provide the Board full information regarding his/her business and other relationships with the company and its affiliates, including executive officers, to enable the Board to make its determinations. Directors shall inform the Board of any material changes in their circumstances or relationships that might affect the Board’s determination. Director Selection Process and New-Director Orientation
The Board is responsible for selecting and approving nominees for outside directors and for approving management director nominees, if any, proposed by the CEO as described above. The Board has delegated the screening process to the Nominating & Governance Committee. Shareholders may recommend future nominees for Board membership by submitting written suggestions, including name and other pertinent information for the nominee, to:
Chairman of the Nominating & Governance Committee
c/o Accenture
50 West San Fernando Street
San Jose, California 95113 USA
Attention: General Counsel and Secretary The Board has delegated the responsibility for orienting new directors to the General Counsel and Secretary, drawing on other individuals as required. The orientation program will include background on the company, the Board and its governance model, Accenture’s strategy and business operations, its financial statements and capital structure, the management team, key industry and competitive factors, the legal and ethical responsibilities of the Board and other matters crucial to the ability of a new director to fulfill his or her responsibilities. Characteristics of Board Members
The Nominating & Governance Committee is responsible for periodically reviewing with the Board the appropriate skills and characteristics of Board members in the context of the then-current make-up of the Board and its needs at that time. The Board seeks geographic, age, gender and ethnic diversity among its members and expects that its members will have a range of skills and expertise sufficient to provide guidance and oversight with respect to all of Accenture’s strategy and operations. The Board expects directors to be open and forthright, to develop a deep understanding of the company’s business, and to exercise judgment and courage in fulfilling their oversight responsibilities. Directors should embrace Accenture’s values and culture and should possess the highest levels of integrity. The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable committee meetings and the Annual General Meeting of Shareholders. The Board also expects that its members will devote at least one additional day per year in “director day” activities to learn more about the organization and to interact with its people, clients and other stakeholders. Directors are also expected to become familiar with Accenture’s management team and operations as a basis for discharging their oversight responsibilities. Directors must be prepared to devote sufficient time to discharging their responsibilities and are therefore encouraged to limit the number of other boards of public companies on which they serve. Directors who are considering joining other boards or significant changes in committee responsibilities on existing boards are expected to discuss this with the Chief Executive Officer, Chairman and the Chairman of the Nominating & Governance Committee in advance of accepting any such other board membership or significant additional committee responsibilities. Directors are expected to keep current on issues affecting Accenture and its industry and on developments with respect to their general responsibilities as directors. Accenture will either provide or pay for ongoing director education with respect to these matters as needed. Retirement Age
The Board has adopted a guideline retirement age of 72. It is expected that any Director reaching the age of 72 will complete the term to which he or she was elected. On a case-by-case basis, the Board may determine that a director may serve beyond 72. Furthermore, the Board may consider candidates who are older than the guideline retirement age in the event of unique circumstances or needs of the Board. Directors Who Change Their Present Job Responsibilities
The Board believes that a change in a director’s job responsibilities from those that he/she held when elected should not necessarily result in that individual leaving the Board. However, the Board, through the Nominating & Governance Committee, should review the director’s continued Board membership in such event. When the Chief Executive Officer resigns from that position, he/she should offer his/her resignation from the Board at the same time. The Board will decide whether the individual should continue to serve as a director. In addition, with respect to any inside directors other than the Chief Executive Officer, the Board believes that they should submit their resignation from the Board at the same time that they retire or resign from Accenture. The Board will decide whether the individual should continue to serve as a director. Separation of Chairman and CEO Positions
The Board should be free to make this choice any way that seems best for Accenture at a given point in time, in particular at any time there is a vacancy in either position. Therefore, the Board does not have a policy, one way or the other, on whether the roles of the Chief Executive Officer and Chairman should be separated. If the same person holds the Chief Executive Officer and Chairman roles or if the Chairman is not independent, the Board will designate one of the independent directors as the Lead Director. The Lead Director will be responsible for presiding at meetings of the non-employee directors, will provide oversight with respect to the functioning of the Board, and will work closely with the Chief Executive Officer in framing the issues for Board consideration and in setting the Board agenda. The Lead Director will be identified in the proxy statement for each annual meeting of shareholders, together with a method for interested parties to communicate directly with the Lead Director or the non-employee directors as a group. Board Compensation
To create alignment with long-term shareholder interests, the Board believes that a substantial majority of an outside director’s compensation from the company should be provided in the form of equity. The Board believes that the Lead Director (or independent Chairman, if there is one), the Chair of each of committee and members of the Audit Committee should receive higher compensation than other directors, reflecting the time commitment of such positions. Moreover, the Board believes that directors should be long-term owners, and has adopted a policy requiring each outside director to, within three years of his/her appointment, hold equity in Accenture with a current value of three times the value of annual equity grants to directors as set from time to time by the Compensation Committee (currently, this would equal US$450,000). Equity with such value shall be held so long as the director remains a member of the Board. From time to time, management should work with the Board’s Compensation Committee to assess Accenture’s Board compensation in relation to peer companies. Change in Board compensation, if any, proposed by the Compensation Committee should be reviewed and approved by the full Board. Inside directors are not eligible for any director compensation. Ethics, Conflicts and Board Conduct
Members of the Board of Directors shall act at all times in accordance with Accenture's Code of Business Ethics, which is applicable to all directors as well as all other Accenture personnel. This includes, in particular but without limitation, strict adherence to Accenture’s policies with respect to conflicts of interest, confidentiality, and ethical conduct in all business and personal dealings. The Board does not expect to grant any waiver of any provision of the Code of Business Ethics for any director or executive officer. Board members must be mindful of possible conflicts of interest, including anything that could impair their independence as a director under these guidelines, and should discuss any issues with the Chief Executive Officer, Chairman and Lead Director. If a significant conflict arises and cannot be resolved, the director would be expected to resign. The Board is further committed to full disclosure of potential conflicts and any waiver approved by the Board. The company will not make any loans or extensions of credit to directors. No director or immediate family member may provide personal services for compensation to the company other than Board compensation described elsewhere in these guidelines. Board Interactions with Third Parties
Management speaks for Accenture. Individual directors may, at the request of the management, meet or communicate with various parties that are involved with Accenture. If comments from the Board are appropriate, they should, in most circumstances, come from the independent Chairman/Lead Director. Board Evaluation
The Board conducts an annual evaluation of its overall effectiveness and the effectiveness of each committee. The Nominating & Governance Committee, using an evaluation questionnaire administered by the General Counsel and Secretary, manages this process. The Chairman of the Nominating & Governance Committee and the independent Chairman/Lead Director review the feedback and use the information to implement changes or improvements in the functioning of the Board. The evaluation process addresses subjects including, but not limited to: - Board structure and composition;
- Board independence, commitment and accountability;
- Board involvement in setting Accenture’s strategy and monitoring its execution;
- Board oversight of management and involvement in management succession planning;
- The Board’s focus on the most critical issues and risks;
- Clarity between the roles of the Board and management;
- Adequacy of access to information, employees and experts in a timely manner; and
- The appropriateness of committee charters, and the functioning of the committees with respect to those charters.
To Top Leadership Selection of CEO
The Board is responsible for selecting and removing the Chief Executive Officer. In selecting a Chief Executive Officer, the Board may consider candidates from within or outside of Accenture. Formal Evaluation of the Chief Executive Officer
The Board, through delegation of authority to the Nominating & Governance Committee, should conduct an evaluation of the Chief Executive Officer annually. The independent Chairman or Lead Director should communicate such evaluation to the Chief Executive Officer. The evaluation should be based on objective criteria, including performance of the business, accomplishment of long term strategic objectives, development of management and such other criteria as the directors deem appropriate. In addition, the evaluation of the Chief Executive Officer should be based, in part, on input from the senior executive income committee, a committee comprised of the Chief Executive Officer and members of the company’s senior executive group designated by the Chief Executive Officer. The Compensation Committee will use the evaluation when considering the compensation of the Chief Executive Officer. Succession Planning
Annually, the Chief Executive Officer should meet with the outside directors, or a committee designated by the Board, to discuss CEO succession and the CEO’s suggestions regarding potential successors. The outside directors should, periodically in the normal course of meeting with Accenture management, have a process for meeting with executives who may be successor candidates. In addition, the Chief Executive Officer should report annually to the full Board regarding non-CEO management succession planning. To Top Board Operations Board Agenda
The Chairman of the Board and/or Lead Director and the Chief Executive Officer will together establish the agenda for each Board meeting. Annually, the Board will define a schedule of major discussion items for the following year. Each Board member may suggest items to be placed on the agenda. Board Materials Distributed in Advance
Information and data that are important to the Board’s understanding of the business and any agenda items will be distributed before the Board meets, with sufficient lead time to allow directors to give such materials appropriate attention. On occasions in which the subject matter is too sensitive to distribute, the information will be discussed at the meeting. Board members shall also have access to company information as they may require. Meetings of Non-Employee Directors
The Board’s policy is to have a separate meeting of the outside Directors at least twice a year during the regularly scheduled Board meetings, or as otherwise determined appropriate by the independent Chairman or Lead Director, without management present. In addition, the independent directors shall meet periodically as a group. Either the independent Chairman or the Lead Director, whichever role has been designated by the Board at the time, will chair the meetings. Board Access to Senior Management
Board members have complete access to any member of Accenture management or any Accenture employee. It is assumed that Board members will use judgment to be sure that this contact is not distracting to the business operations of Accenture and that such contact, if in writing, be copied to the Chairman or Lead Director and the Chief Executive Officer. Furthermore, the Board encourages management to bring into Board meetings Accenture personnel who: (a) can provide additional insight into the items being discussed because of personal involvement in these areas; and/or (b) have future potential that the senior management believes merits their being given exposure to the Board. Board Access to Independent Advisors
The Board and its committees will have the authority and budget to retain (either on a regular basis or in specific circumstances in their discretion) any independent financial, legal, compensation or other experts or advisors deemed necessary to properly exercise their responsibilities. To Top Board Commitees Number and Structure of Committees
The Board currently has the following four standing committees: Audit Committee, Nominating & Governance Committee, Compensation Committee and Finance Committee. There will, from time to time, be occasions in which the Board may want to form a new committee (whether standing or ad hoc) or disband a committee depending upon the circumstances. Audit Committee
The Audit Committee is primarily responsible for providing oversight of the following: - the quality and integrity of the company’s accounting and reporting practices and controls, and the financial statements and reports of the company;
- the company’s compliance with legal and regulatory requirements;
- the independent auditor’s qualifications and independence; and
- the performance of the company’s internal audit function and independent auditors.
The Audit Committee shall be comprised of three or more members of the Board, each of whom shall be determined by the Board to be “independent” under the rules of the New York Stock Exchange and any other applicable listing or legal requirements, including the more rigorous independence requirements applicable specifically to Audit Committee members. All members of the Audit Committee shall have a working familiarity with basic finance and accounting practices, and at least one member of the Audit Committee shall be an “audit committee financial expert” as defined by the Securities and Exchange Commission. They should also have such other qualities as the Board determines appropriate. Nominating & Governance Committee
The Nominating & Governance Committee is primary responsible for: - assessing and selecting/nominating (or recommending to the Board for its selection/nomination) strong and capable candidates to serve on the Board;
- making recommendations as to the size, composition, structure, operations, performance and effectiveness of the Board;
- overseeing the company’s CEO succession planning process;
- conducting an annual review of the company’s Chief Executive Officer;
- developing and recommending to the Board a set of corporate governance principles, including independence standards; and
- otherwise taking a leadership role in shaping the corporate governance of the company.
The Committee shall be comprised of three or more directors as determined by the Board. All members of the Committee will be “independent” in accordance with the rules of the New York Stock Exchange and applicable legal requirements. Compensation Committee
The Compensation Committee is primarily responsible for: - setting the compensation of the company’s executive officers;
- overseeing the company’s equity benefit plans; and
- reviewing and making recommendations to the full Board regarding Board compensation.
The Compensation Committee shall be comprised of three or more members of the Board. All members of the Compensation Committee will be “independent” in accordance under the rules of the New York Stock Exchange and applicable legal requirements. Finance Committee
The Finance Committee is primarily responsible for oversight in the following areas: - capital structure and corporate finance strategy and activities;
- share repurchase philosophy and strategy;
- treasury function, investment management and financial risk management;
- pension and 401(k) plan investment planning;
- major acquisitions; and
- insurance plans.
The Finance Committee shall be comprised of that number of members as may, from time to time, be deemed appropriate by the Board. Assignment of Committee Members
The Board is responsible for the assignment of Board members to various committees and will consider the skills and qualifications of each director, as well as the interests of individual directors, in making assignments. The membership of the Audit Committee, Nominating & Governance Committee and Compensation Committee will include only independent directors pursuant to NYSE Listing Standards. Frequency and Length of Committee Meetings
The Committee Chairman, in consultation with committee members, will determine the frequency and length of the meetings of the committee. Committee Agenda
The Chairman of the committee, in consultation with the appropriate members of management and staff, will develop the committee’s agenda. The committee agenda and meeting minutes of each committee will be shared with the full Board. To Top Communicating Concerns to the Board Accenture has established several means for interested parties to communicate concerns about the company's conduct or practices to the Board of Directors. If the concern relates to the company's business ethics or conduct, financial statements, accounting practices or internal controls, the concern may be submitted to the Chairman of the Audit Committee, in care of the General Counsel and Secretary. All such concerns will be forwarded to the Chairman for review. The company's Code of Business Ethics and underlying policies prohibit any retaliation or other adverse action against anyone for raising a concern. If anyone nonetheless prefers to raise his/her concern in an anonymous manner, he/she may do so. The company also has established internal mechanisms for communicating concerns or questions to the company's compliance office, including e-mail to compliance.program@accenture.com or by phone to the Accenture Ethics Line at 1-312-737-8262. The Board directs management to post these guidelines, along with other documents of interest to shareholders and others, on the company’s website. The Board solicits comments and suggestions on these guidelines; they may be directed to the Board c/o General Counsel and Secretary, 50 West San Fernando Street, San Jose, California 95113 USA. To Top Attachment A—Independence Standards The Board has established the following standards to assist it in assessing director independence: - A director will not be independent if, within the prior three years, he or she:
- Was employed by Accenture (including any affiliate);
- Was employed by, a partner in or otherwise affiliated with Accenture’s independent auditors or any law firm retained by Accenture;
- Was an officer or senior employee of a company on whose board of directors an Accenture executive officer serves;
- Has been employed as an executive officer of another company where any of Accenture’s executive officers at the same time serves or served on that company’s compensation committee; or
- Personally provided professional services to Accenture or its affiliates or any executive officer, or otherwise received direct compensation from Accenture, if the amount of payments has exceeded $100,000 during any twelve month period within the last three years.
Note: Such a position by an immediate family member of the director shall have the same effect on the director’s independence, except that the Board has concluded that employment by Accenture of adult children in non-executive officer roles shall not preclude a determination of independence of a director.
- Relationships of the following types will not be considered to be material relationships that would impair a director’s independence:
- The director is a current employee or an immediate family member is a current executive officer of another company that has made payments to, or received payments from Accenture in an amount which, during any of the company’s prior three fiscal years, did not exceed the greater of 2 percent of the consolidated gross revenues of the other company or $1 million.
- The director is an officer, director, trustee (or equivalent) of a charitable or non-profit organization and, during the company’s prior three fiscal years, the amount of charitable contributions directed by Accenture or its executive officers (not including those matching contributions by employees) to that organization did not exceed the greater of 2 percent of the organization’s consolidated gross revenues or $1 million.
- Any director with a relationship that exceeds the financial guidelines of section 2 above for the periods noted will not be deemed independent.
- In addition to the above, the Board will broadly consider all relevant facts and circumstances when assessing director independence.
- The company will explain in its annual proxy statement its assessment of the independence of each of its outside directors.
*Revised October 2008 To Top |