How many members are on Accenture's Board? Will this number change?
A: The Board currently consists of 11 directors. Under Accenture's Memorandum and Articles of Association, the number of directors on the Board shall be at least eight but no more than 15, with the exact number of directors determined solely by the Board.
How many committees does the Board have? What are they?
A: The Board currently has four standing committees: The Audit Committee, the Compensation, Culture & People Committee, the Nominating, Governance & Sustainability Committee, and the Finance Committee.
Are the roles of CEO and chair of the Board split or combined at Accenture?
A: Currently, our Board leadership structure consists of an independent Lead Director, a chair (who is also our chief executive officer) and strong independent committee chairs. The Board believes our structure provides independent Board leadership with the benefit of our chief executive officer serving as the chair at our regular board meetings. The Board regularly reviews its leadership structure and has determined that this structure is in the best interests of the Company and its shareholders at this time. The Board believes that the presence of our independent Lead Director who has meaningful oversight responsibilities, together with a combined chair and chief executive officer, provides the Company with the optimal leadership to drive the Company forward at this time. The Board recognizes that no single leadership model is right for all companies and at all times, and will continue to evaluate whether to split or combine the chair and chief executive officer roles to ensure our leadership structure continues to be in the best interests of the Company and our shareholders. The nine independent directors are businesspeople from Europe, Latin America and the United States.
How long is the term of each director? Do all directors' terms run concurrently?
A: Our entire Board is elected annually. Our directors are elected for one-year terms that run concurrently.
How are members of the Board compensated for their service as directors?
A: Each of our directors receives an annual grant of restricted share units (RSUs) valued at $240,000. Newly appointed directors also receive an initial grant of RSUs valued at $240,000 upon appointment to the Board. In addition, each of our non-management directors receives an annual retainer of $110,000. They may take this retainer entirely in cash, entirely in RSUs or one-half in cash and one-half in RSUs. In recognition of the time commitments required, our lead director is paid an additional annual retainer of $60,000; the chair of the Audit Committee and other members of that committee are paid an additional annual retainer of $35,000 and $17,500, respectively; the chair of the Compensation, Culture & People Committee and other members of that committee are paid an additional annual retainer of $30,000 and $15,000, respectively; and the chairs of each of the Nominating, Governance & Sustainability Committee and the Finance Committee and other members of those committees are paid an additional annual retainer of $25,000 and $12,500, respectively. These additional amounts may also be taken in cash or RSUs as previously described.
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 are described in Appendix A of our Corporate Governance Guidelines.
How are Board conflicts of interest defined and handled?
A: The members of our Board 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.
How can I contact the Accenture Board?
A: By e-mail via the Office of the Company Secretary at company.secretary@accenture.com. Or write to our Board at
Accenture Board of Directors
c/o Secretary
500 W. Madison Street, 20th floor, Chicago, IL 60661, USA