2013 Registration document and annual financial report - page 118

Registration Document 2013
Corporate Governance
Report of the Chairman of the Board of Directors
Independence criteria applied (as at February 19, 2014)
Not to be
an employee
or executive
director of
the Company
No cross-
No material
with the
No family
ties with
an executive
Not to
have been
an auditor
or a former
Not to have
been a director
of the Company
for more
than 12 years
Not to own
more than 10%
of the
share capital
Mr. Bailly
Mr. Bazin
Mr. Citerne
Ms. Erra
Ms. Gasperment
Ms. Knobloch
Mr. Meheut
Ms. Morgon
Mr. Moussalem
Mr. Sayer
(1) Determined based on the scheduled expiration date of the director’s term of office.
In accordance with the Company Bylaws and the Board of
Directors Bylaws, Mr. Dubrule and Mr. Pélisson, Accor’s Founding
Co-Chairmen, may attend Boardmeetings in a consultative capacity,
and may be invited to attend meetings of the Board Committees.
In addition, directors adhere to the Board of Directors Code of
Conduct (presented in Appendix B), which defines the scope of
the directors’ duty of diligence, discretion and confidentiality, and
specifies the rules applicable to trading in the Company’s securities.
Minimum shareholding requirement and
preventing conflicts of interest
The Company’s Bylaws stipulate that each Boardmember is required
to hold at least 500 Accor shares. At the Annual Shareholders’
Meeting to be held to approve the financial statements for 2013,
shareholders will be requested to amend the Bylaws to increase
this minimum shareholding requirement to 1,000 shares. In
addition, to emphasize the importance of directors’ attendance
at Board and Committee meetings and to comply with the related
recommendation in the AFEP/MEDEF Code, the Board of Directors
Bylaws provide that two-thirds of the fees allocated to directors
be based on their attendance record.
Lastly, with a view to preventing any potential conflicts of interest,
members of the Board are required to complete a statement every
year disclosing any and all direct or indirect ties they have with the
Company. To date, none of these statements have disclosed any
actual or potential conflicts of interest between a director and the
Company. If a direct or indirect business relationship is envisaged
between the Company or the Group and a director or a Founding
Co-Chairman, the procedure for related-party agreements provided
for in Article L. 225-38
et seq.
of the French Commercial Code is
applied whenever the business relationship concerned does not
constitute a routine agreement entered into on an arm’s length basis.
Board of Directors activities
The preparation and organization of the Board of Directors’ work
are governed by the laws and regulations applicable to French
public limited companies (
sociétés anonymes
), the Company’s
Bylaws, and the Board of Directors Bylaws, which describe the
operating procedures of the Board Committees.
The Board met nine times in 2013. The notices of meeting together
with the agenda were e-mailed to all the members several days
before each meeting date. In the period between two meetings,
members were kept regularly informed of significant events and
transactions involving the Company and were sent copies of all
related press releases issued by the Company.
Each ordinary Board meeting lasted four hours on average and
the attendance rate was 88%.
During its meetings, the Board performed the duties required
of it by law and the Company’s Bylaws. It was also informed by
the Chairman and Chief Executive Officer and the President and
Chief Operating Officer – as well as in some cases by other senior
executives concerned – of numerous significant achievements and
projects relating to Accor’s business.
Also during the year, the Board commissioned a consultancy firm
specialized in the recruitment of top executives and after examining
several candidacies it appointed a new Chairman and Chief
Executive Officer on August 27, 2013. On November 26, 2013, it
then appointed a new Deputy Chief Executive Officer, based on
the Chairman and Chief Executive Officer’s recommendation. In
addition, the Board approved the strategy proposed by the new
management team and was informed of the new organizational
structure put in place.
The Board also approved the compensation payable to the
Company’s executive directors and assessed the achievement
levels of the performance targets underlying the payment of
termination benefits to the executive directors whose terms of
office were terminated during the year.
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