2013 Registration document and annual financial report - page 121

Registration Document 2013
Corporate Governance
Report of the Chairman of the Board of Directors
Board of Directors Bylaws (as amended on June 27, and August 27, 2013)
The members of the Board of Directors of Accor (hereinafter
the Company) abide by the following rules of procedure, which
constitute the Bylaws of the Board of Directors.
These Bylaws are based on recommendations by Frenchmarket authorities
aimed at ensuring compliancewith the fundamental principles of corporate
governance, notably the AFEP/MEDEF Corporate Governance Code for
Listed Companies as revised in June 2013.
Intended for internal use only, these Bylaws are designed to supplement
the Company Bylaws by specifying the Board of Directors’ organizational
and operating procedures.They may not be used by shareholders or third
parties as a basis for any claims against the directors, the Company or
any company of the Accor Group (hereinafter the Group). They apply,
where appropriate, to the non-voting directors appointed by the Board of
Directors as well as to the Founding Co-Chairmen designated in Article
21 of the Company’s Bylaws.
The existence and main provisions of these Bylaws shall be disclosed
to the shareholders and to the public.
1. Composition
At least half of the directors on the Board of Directors must be
independent within the meaning of the criteria set forth in the AFEP/
MEDEF Corporate Governance Code for listed companies.
Every year, the Board of Directors shall determine which of the directors
are independent according to the above-mentioned criteria.The conclusions
of said assessment shall be disclosed to the shareholders and to the
public in the Annual Report.
2. Meetings
The Board of Directors shall hold at least six meetings per year, of which
one dedicated to reviewing the budget and one dedicated to a strategic
review of the Group’s operations. The proposed dates of each year’s
meetings shall be sent to the directors no later than November 30 of
the previous year. Notices of meeting shall be sent by mail, e-mail or
fax or given verbally, by the Board Secretary.
The draft minutes of each meeting shall be sent to the directors within
30 days after said meeting. They shall be approved at the following
meeting and the final minutes shall be forwarded together with the
notice of the next meeting.
Part of at least one meeting a year shall be devoted to assessing the
Board’s efficiency and effectiveness, in order to identify possible areas
for improvement. In addition, the Board of Directors shall conduct a
formal self-assessment at least every two years.
Non-Executive Directors shall meet once a year, without the executive
directors or corporate officers being present, to assess the latter’s
performance and consider the future management structure.
For the purpose of calculating the quorum and majority, directors who
take part in meetings by any means making it possible to identify them
and enabling their actual participation pursuant to current statutes and
regulations shall be deemed to be in attendance.
3. Information for the Board of Directors
The directors shall be provided with all the information necessary for
them to carry out their duties.
Except when compliance with confidentiality or physical obstacles
make it impossible, an information package pertaining to the items on
the agenda that require prior study shall be sent to the directors in a
timely manner prior to the meetings.
In addition, the directors shall be kept periodically informed between
meetings of all significant events and transactions in the life of the
Group. To this end, they shall be provided with all the press releases
issued by the Company and a periodic summary of financial analysts’
research reports on the Group and, when necessary, the actual reports.
At least once a year, the Board shall be informed of the Group’s strategy
and main policies in the areas of human resources, organization and
information systems and shall discuss them periodically.
The directors shall be entitled to require the provision of any document
necessary for the proceedings of the Board that has not been submitted
to them. Any such requests shall be sent to the Chairman and Chief
Executive Officer who may submit it to the Board for a decision.
The directors shall have the right tomeet with the Group’smain executives,
including without the presence of the executive directors.To do so, they
must first file a request with the Chairman and Chief Executive Officer.
4. Powers of the Board of Directors
The Board of Directors deals with all matters falling within the powers
vested in it under the applicable laws and regulations.
In addition, the Board of Directors shall:
approve the annual budget, including the annual financing plan,
as well as the business plan presented by the Chairman and Chief
Executive Officer;
review and approve the Group’s overall strategy, at least once a
year, in accordance with Article 2 of these Bylaws;
based on the Commitments Committee’s recommendation, authorize
the following decisions of the Chairman and Chief Executive Officer
prior to their implementation:
any and all immediate or deferred financial commitments
representing more than €100 million per transaction. “Financial
commitments” are defined as:
any and all acquisitions or disposals of assets and majority or
minority interests in other companies; in the latter case, the
amount of the commitment is considered as being equal to
the entity’s enterprise value,
any and all direct investments, for example for the creation of
a business, the construction, refurbishment or extension of a
hotel property, or expenditure on technological developments,
rental investments, measured on the basis of the market value
of the leased asset,
hotel management contracts with a guaranteed minimum fee,
any and all loans to entities in which the Company or one of
its subsidiaries does not hold the majority of the shares and
voting rights, and any and all commitments to participate in
share issues by such entities.
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