2014 Registration Document and Annual Financial Report - page 152

Statutory Auditors’ special report on related party agreements and commitments
B. Agreements and commitments approved in prior years or at the April 29, 2014
Shareholders’ Meeting but not implemented in 2014
We were also informed of the following agreements and commitments that were approved by shareholders but were not implemented
during 2014.
1. With Sven Boinet, Deputy Chief Executive Officer
Type of commitment and purpose:
Compensation for loss of office payable to Sven Boinet as Deputy Chief Executive Officer
Terms and conditions:
The Board of Directors authorized the Company to enter into an agreement providing for the payment to Mr. Boinet of a termination benefit
as compensation for loss of office in the event that his position as Deputy Chief Executive Officer is either terminated or not renewed
(except in the event of gross or willful misconduct), compensation of €600,000 in addition to (i) variable compensation paid to him for the
fiscal year preceding his loss of office, less (ii) any termination benefit due for the termination of his employment contract.The compensation
would not be due if, at the date of his departure, Mr. Boinet would be able to claim his full-rate pension benefit within a short period of time.
Payment of the termination benefit would be subject to the following performance criteria:
consolidated return on capital employed for the previous three years must have exceeded the Group’s cost of capital as published in
the Registration Documents for those years;
positive operating free cash flow in at least two of the previous three years;
like-for-like EBITDAR margin must have exceeded 27.5% in at least two of the previous three years.
These performance criteria would be applied as follows:
if all three criteria were met, the compensation would be payable in full;
if two of the three criteria were met, half of the compensation would be payable.
if none or only one of the three criteria were met, no compensation would be due.
2. With Edenred
Type of commitment and purpose:
Signature of a tax-related agreement between Edenred and Accor
Executive officer concerned and other related party:
Messrs. Jean-Paul Bailly, Philippe Citerne, Bertrand Meheut and Nadra Moussalem, directors of both Accor and Edenred.
Terms and conditions:
The Italian tax authorities notified an Accor subsidiary and several Edenred subsidiaries of a €27.4 million reassessment of registration fees
due on transactions carried out as part of the reorganization of Accor’s Services division in Italy prior to the demerger. Accor and Edenred
are contesting the reassessments before the Italian courts and have signed an agreement to equally share the associated risks and costs
of the proceedings between the two groups.
Given that the Asset Contribution-Demerger Agreement of April 19, 2010, before the dispute had arisen, does not contain any provisions
covering this type of tax dispute, the agreement signed with Edenred has now protected the Group in the event of an unfavorable outcome
of the aforementioned proceedings.
No payments were recorded by the Company in respect of this agreement in 2014.
Paris-La Défense and Neuilly-sur-Seine, March 13, 2015
The Statutory Auditors
ERNST &YOUNG et Autres
Jacques Pierres
Pascale Chastaing-Doblin
Registration Document 2014
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