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3.2. REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

TO THE SHAREHOLDERS’ MEETING ON THE PREPARATION AND ORGANIZATION OF THE BOARD OF DIRECTORS’ WORK AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES (REPORT PREPARED IN APPLICATION OF ARTICLE L. 225-37 OF THE FRENCH COMMERCIAL CODE)

This report was approved by the Board of Directors at its French securities regulator, AutoritĂ© des MarchĂ©s Financiers meeting on March 3, 2013. It was prepared in accordance with (AMF). The following description of the Company’s internal the Reference Framework for Risk Management and Internal control and risk management procedures is based on the Control Systems issued by the Working Group set up by the structure of said Reference Framework.

3.2.1. CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS’ OPERATING PROCEDURES

Corporate Governance Code

Accor complies with the Corporate Governance Code for listed companies published by the AFEP and MEDEF (the “AFEP/ MEDEF Code”), which is available from the AFEP, the MEDEF or the Company’s head office.

The Board of Directors nevertheless considered that, unlike in the case of performance shares, there was no need to attach one or more performance conditions to all of the stock options granted to executive officers in 2012, 2011 and 2010. The Board is of the opinion that Accor’s stock market performance in itself constitutes such a condition, as illustrated at times in the past when the grantees were unable to exercise their options as the Accor share price was lower than the exercise price. However, in order to partially respect the AFEP/MEDEF Code’s recommendation, for the 2012, 2011 and 2010 plans, the Board decided to apply a performance condition to 25% of the stock options granted to executive officers and other members of the Executive Committee, as described on page 127 of this Registration Document.

The Board of Directors’ operating procedures are described in its Bylaws, presented in Appendix A to this report on page 99 . In addition, each director is required to comply with the Board of Directors Code of Conduct, set out in Appendix B on page 103 .

Chairman and Chief Executive Officer and President and Chief Operating Officer

In order to make the Group’s administrative and management processes more responsive and create a direct link between management and shareholders, the Board of Directors has opted to combine the functions of Chairman of the Board and Chief Executive Officer.

On the recommendation of the Chairman and Chief Executive Officer, the Board also appointed a President and Chief Operating Officer, who is in charge of all of the Group’s worldwide operations.

In accordance with the law and the Company’s Bylaws, the Chairman and Chief Executive Officer chairs Board meetings, organizes and leads the work of the Board and its meetings, ensures that the Company’s corporate governance structures function effectively, and, in particular, obtains assurance that directors are in a position to fulfill their responsibilities.

The Chairman and Chief Executive Officer and the President and Chief Operating Officer represent the Company in its dealings with third parties and have the broadest powers to act on behalf of the Company in all circumstances. The situations where the exercise of the powers of the Chairman and Chief Executive Officer and the President and Chief Operating Officer is subject to the prior approval of the Board of Directors are described in the section below entitled “Powers of the Board of Directors”.

Denis Hennequin has been Accor’s Chairman and Chief Executive Officer since January 16, 2011 and Yann Caillère has held the position of President and Chief Operating Officer since August 25, 2010.