Corporate Governance Frequently Asked Questions


 
Q:How many members are on Accenture's board of directors? Will this number change?
A: The board of directors currently consists of 12 directors. Under Accenture's articles of association, the number of directors on the board of directors shall be at least eight but no more than 15. Shareholder approval is required in order to increase or reduce the minimum or maximum number of directors.
 
Q:Where can I find Accenture's standards for director independence?
A: The standards we use to assess the independence of the members of our board of directors are described in Appendix A of our Corporate Governance Guidelines.
 
Q:How are board of directors conflicts of interest defined and handled?
A: The members of our board of directors are expected to adhere to the principles set forth in Accenture's Code of Business Ethics, as well as our policies addressing conflicts of interest, confidentiality and ethical conduct in all business and personal dealings.
 
 
Q:How many committees does the board of directors have? What are they?
A: The board of directors currently has four standing committees: the Audit Committee, the Compensation Committee, the Nominating & Governance Committee, and the Finance Committee.
 
 
Q:How long is the term of each director? Do all directors' terms run concurrently?
A: Prior to February 9, 2012, our articles of association provided for a classified board of directors divided into three classes based upon the cycle of the directors’ respective terms in office. On February 9, 2012, at our annual general meeting of shareholders, our shareholders approved an amendment to our articles of association to provide for the phased-in declassification of the board of directors and the annual election of all directors who are re-appointed beginning at our 2013 annual general meeting of shareholders. Accordingly, the directors who were re-appointed at our 2013 annual general meeting of shareholders were elected for  one-year terms and are no longer designated by class, and the directors elected at each subsequent annual general meeting of shareholders will no longer be designated by class. Beginning with our 2015 annual general meeting of shareholders, and at each annual general meeting of shareholders thereafter, our entire board of directors will be elected annually. 
 
 
Q:Are the roles of CEO and chairman of the board of directors split or combined at Accenture?
A: The board of directors maintains the freedom to choose whether the roles of chairman and CEO should be combined or separated based on what it believes is best for Accenture and its shareholders at a given point in time. Currently, Pierre Nanterme serves as both Chairman of the board of directors and CEO. Mr. Nanterme is the sole “non-independent” director on the Accenture board of directors. The 10 independent directors are business people — men and women — from Europe, Asia and the United States. The Board has determined that the existence of a strong, independent Lead Director, Sir Mark Moody-Stuart, with meaningful responsibilities, paired with a combined chairman and chief executive officer, serves the best interests of Accenture and its shareholders at the current time.
 
Q:How are members of the board of directors compensated for their service as directors?

A: Each of our non-management directors receives an annual retainer of $90,000. They may take this retainer in cash or in restricted share units. In recognition of the time commitments required, our Lead Director is paid an additional annual retainer of $55,000; the Chair of the Audit Committee and other members of that committee are paid an additional annual retainer of $20,000 and $5,000, respectively; the Chair of the Compensation Committee and other members of that committee are paid an additional annual retainer of $15,000 and $2,500, respectively; and the Chairs of the other committees and other members of those committees are paid an additional annual retainer of $10,000 and $2,500, respectively. These additional amounts may also be taken in cash or restricted share units as previously described. Lastly, each of our directors receives an annual grant of restricted share units valued at $185,000.

 
Q:What is Accenture doing in the area of corporate citizenship?
A: Accenture is committed to being a good corporate citizen, playing our full part in society. We seek to understand the impact of our actions on all our clients, employees and the broader community, and we are building mutually beneficial relationships with these groups. Learn more in the Corporate Citizenship section of accenture.com.
 
Q:How can I contact the Accenture Ethics and Compliance Program?
A: Contact the program at the Ethics and Compliance Mailbox.
 
Q:How does Accenture handle personal information obtained in connection with contacts to the Accenture Business Ethics Line?

A: Personal information of any individual that Accenture obtains or receives during the reporting and investigation process will be held and used in accordance with Accenture Data Privacy Policy 90 and data privacy law. Personal information will only be used for strict purposes of reporting and investigations. It will be treated confidentially and shared internally with a limited number of people who have a need to know or who are responsible for dealing with Reports and investigations. This may, in some cases, include persons in other countries where Accenture does business.

 

Please view our Data Privacy Notice.

 
Q:How can I contact the Accenture board of directors?
A: By e-mail, contact the board of directors via the Office of the Company Secretary at Office Of The Company Secretary. Or write to our board of directors at:
Accenture Board of Directors, c/o General Counsel, Secretary & Chief Compliance Officer
161 N. Clark Street
Chicago, IL 60601
USA
 
Q:How do I report a concern to the Accenture Business Ethics Line?

A:To report specific concerns, you should bring them to the attention of your supervisor, your career counselor, a Human Resources representative, a member of the Legal group or any member of Accenture management. Alternatively, if you prefer, you may report specific concerns regarding Accenture's financial affairs, accounting practices, auditing matters, corruption, fraud—or other serious cases where the vital interest of the company or the moral or physical integrity of our people are at stake—to the Accenture Business Ethics Line at +1 312 737 8262, available 24 hours a day, seven days a week (you can reverse the charges) or by visiting the encrypted website at https://businessethicsline.com/accenture.


You should use the Ethics Line only to make a good faith claim. Accenture takes all allegations seriously.

 
Q:What is the Accenture Supplier Standards of Conduct?
A: Our Accenture Supplier Standards of Conduct, which supplement our Code of Business Ethics, set forth the standards and practices that Accenture suppliers are required to uphold. Accenture’s Supplier Standards of Conduct can be found on the Code of Business Ethics homepage.
 
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Corporate Governance FAQ - Accenture 
Read the most frequently ask questions (FAQ) around Accenture's corporate governance and the Accenture Board.
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