Accenture’s Board of Directors believes it is essential
that shareholders of the company are treated fairly and have appropriate access
to the company and recourse against the company. In 2001, when our then 2,500
partners decided to transition to corporate form, give up their local ownership
interests and incorporate under a global holding company, we chose Bermuda as
the place of incorporation for a number of reasons, including its acceptability
to our partners, more than half of whom were based outside the United States, and
potential investors. Bermuda also has a solid and stable corporate law, based
on English law, although there are some differences from the corporate laws of
various US states. The Board of Directors continues to believe that Bermuda
corporate law is appropriate to the protection of shareholders (and it did not
select Bermuda as the jurisdiction of its incorporation to disadvantage its
shareholders).
The Nominating & Governance Committee has taken note of the extensive discussion of the issue of majority voting for Board candidates and the important corporate governance implications of this issue. Under its bye-laws and the Companies Act 1981 of Bermuda, Accenture has a majority voting regime for the appointment of directors. The Board continues to believe such a voting regime is most appropriate for Accenture and its shareholders. In order to assure shareholders of the Board’s commitment
to the fair treatment of all shareholders, however, and to comply with recent
statutes in certain jurisdictions, the company has provided (by operation of
law, provisions of Accenture Ltd.’s governing documents, resolution of the Board
of Directors or otherwise) the following: - Shareholders of the company shall have the right to inspect,
at the company’s premises in Chicago, Illinois (as well as at its premises in
Hamilton, Bermuda), copies of the company’s books and records, including but
not limited to, shareholder names, addresses and shareholdings, in accordance
with the terms set forth in the Model Business Corporation Act, as that act may
be amended from time to time (the “MBCA”), for purposes properly related to
their status as shareholders of the company;
- Shareholders of the company may bring derivative proceedings
on behalf of the company, provided that such proceedings are brought on a basis
and under the terms set forth in the MBCA as it is interpreted, or required by,
the courts;
- The Board has agreed that company transactions in which any
member of the Board of Directors is interested shall be approved in accordance
with the terms of the MBCA as interpreted by the courts;
- Accenture Ltd has consented to the jurisdiction, for any
otherwise available cause of action by or on behalf of the company’s
shareholders, including any pendant state causes of action, of all of (1) the
state courts of the State of Delaware and (2) the US federal district courts in
the State of Delaware;
- Accenture Ltd has appointed an agent for service of process
in Delaware as follows: The Corporation Trust Company, 1209 Orange Street,
Wilmington, DE 19801.
- The company has Directors’ and Officers’ insurance sufficient
to meet the requirements of any applicable law and will provide to any
appropriate court notice of this insurance;
- Shareholder approval is required for any sale of all or
substantially all of the company’s assets in accordance with the terms set
forth in the MBCA;
- The Board has agreed that the directors and officers of the
company shall occupy a fiduciary relationship with the company and its
shareholders and, in performing their duties, shall act in good faith in a
manner that they believe to be in the best interests of the company and its
shareholders, as that standard of care is interpreted by the courts;
and
- No more than one of every four annual general meetings of
shareholders shall be held in a location outside the United States of America
and, in the event the company holds an annul meeting outside the U.S., it shall
provide access to that meeting through a webcast or other technology that
allows company shareholders (1) to listen to or watch the meeting and (2) to
send questions that will be addressed at the meeting.
Any changes in the foregoing will be reflected on this website and, as appropriate, in applicable filings with the US Securities and
Exchange Commission. Any questions on any of the foregoing can be directed to
the Secretary. The
Board welcomes your questions and comments.
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