In 2009, we changed Accenture’s place of incorporation to Ireland from Bermuda, where we had been incorporated since 2001. The company adopted a set of shareholder principles while it was incorporated in Bermuda in order to assure shareholders of the commitment of the Board to the fair treatment of all shareholders and to comply with statutes in certain jurisdictions. The company continues to believe that it is appropriate to provide these same protections to shareholders now that it is incorporated in Ireland. Therefore, the company has provided (by operation of law, provisions of Accenture’s governing documents, resolution of the Board 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 Dublin, Ireland), 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 is interested shall be approved in accordance with the terms of the MBCA as interpreted by the courts;
Accenture plc 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 plc 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 annual meeting outside the United States, 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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