Proxy Statement (definitive) (def 14a)

Date : 12/07/2018 @ 9:30PM
Source : Edgar (US Regulatory)
Stock : Accenture Plc Class A Ordinary Shares (Ireland) (ACN)
Quote : 160.04  1.74 (1.10%) @ 3:56PM

Proxy Statement (definitive) (def 14a)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant                                 Filed by a Party other than the Registrant  

Check the appropriate box:

 

   Preliminary Proxy Statement
   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
   Definitive Proxy Statement
   Definitive Additional Materials
   Soliciting Material Pursuant to §240.14a-12

Accenture plc

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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LOGO

2018 PROXY STATEMENT & Notice of Annual Meeting February 1, 2019-Dublin, Ireland NEW APPLIED NOW accenture


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LOGO

Accenture December [7], 2018 DEAR FELLOW SHAREHOLDER: You are cordially invited to join Accenture plc's Board of Directors and senior leadership at the 2019 annual general meeting of shareholders, which will be held at 12:00 pm local time on Friday, February 1, 2019. The meeting will be held at The Dock, located at 7 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland. The attached notice of the 2019 annual general meeting of shareholders and proxy statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. Your vote is very important to us. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The Board of Directors recommends that you vote FOR" each of the proposals as listed on the attached notice. You may submit your proxy either over the telephone or the Internet. In addition, if you have requested or received a paper copy of the proxy materials, you can vote by marking, signing, dating and returning the proxy card or voter instruction form sent to you in the envelope accompanying the proxy materials. Thank you for your continued support. Sincerely, PIERRE NANTERME Chairman & CEO


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ACCENTURE 2018 PROXY STATEMENT    

 

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

 

 

 

   

 

DATE

Friday, February 1, 2019

 

TIME

12:00 pm local time

 

PLACE

The Dock, 7 Hanover Quay

Grand Canal Dock, Dublin 2, Ireland

 

RECORD DATE

December 3, 2018

 

AVAILABILITY OF MATERIALS

The proxy statement, our Annual Report for the fiscal year ended August 31, 2018 and our Irish financial statements are available at www.proxyvote.com

 

 

 

 

YOUR VOTE IS IMPORTANT

 

To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:

 

 

 

INTERNET

 

Online at

www.proxyvote.com

 

 

 

 

LOGO   

   

 

 

 

TELEPHONE

 

Call 1 (800) 690-6903 from the

United States and Canada

 

 

 

 

LOGO   

   

 

 

 

MAIL

 

Mark, sign and date your proxy

card or voting instruction form

and return it in the postage-paid

envelope.

 

 

 

 

LOGO   

   

 

 

 

QR CODE

 

Scan this QR code. Additional

software may be required for

scanning

 

 

 

 

LOGO   

   

 

ITEMS OF BUSINESS

 

1.

By separate resolutions, re-appoint the 11 director nominees described in the proxy statement

 

 

2.

Approve, in a non-binding vote, the compensation of our named executive officers

 

 

3.

Ratify, in a non-binding vote, the appointment of KPMG LLP (“KPMG”) as independent auditors of Accenture plc (the “Company”) and to authorize, in a binding vote, the Audit Committee of the Board of Directors (the “Board”) to determine KPMG’s remuneration

 

ANNUAL IRISH LAW PROPOSALS:

 

4.

Grant the Board the authority to issue shares under Irish law

 

 

5.

Grant the Board the authority to opt-out of pre-emption rights under Irish law

 

 

6.

Determine the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law

 

The Board recommends that you vote “FOR” each director nominee included in Proposal 1 and “FOR” each of the other proposals. The full text of these proposals is set forth in the accompanying proxy statement. Registered shareholders of the Company at the close of business on the record date are eligible to vote at the meeting.

During the meeting, management will also present, and the auditors will report to shareholders on, our Irish financial statements for the fiscal year ended August 31, 2018.

We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under “Questions and Answers about the Annual Meeting” on page 67 of the proxy statement.

By order of the Board of Directors,

 

 

LOGO

JOEL UNRUCH

Corporate Secretary

December 7, 2018

 


Table of Contents

 

ACCENTURE 2018 PROXY STATEMENT    

 

 

TABLE OF

CONTENTS

 

CORPORATE GOVERNANCE      1  

 

Corporate Governance Practices

     1  

 

Leadership Structure

     3  

 

Lead Director; Executive Sessions

     3  

 

Director Independence

     4  

 

Strategic Oversight

     4  

 

Risk Oversight

     5  

 

Board Meetings

     6  

 

Director Attendance at Annual Meetings

     6  

 

Committees of the Board

     6  

 

Oversight of Compensation

     9  

 

Role of Compensation Consultants

     10  

 

Certain Relationships and Related Person Transactions

     10  

 

Shareholder Engagement

     12  

 

Political Contributions and Lobbying

     12  

 

Corporate Citizenship and Sustainability

     13  

 

Communicating with the Board

     14  

 

RE-APPOINTMENT OF DIRECTORS

     15  

 

Proposal 1: Re-Appointment of Directors

     15  

 

Director Characteristics and Succession Planning

     15  

 

Board Diversity and Tenure

     16  

 

Qualifications and Experience of Director Nominees

     17  

 

Process for Selecting New Directors

     17  

 

Director Orientation and Continuing Education

     18  

 

Process for Shareholders to Recommend Director Nominees

     18  

 

Director Biographies

     19  

 

DIRECTOR COMPENSATION

     25  

 

Elements of Director Compensation

     25  

 

Director Compensation for Fiscal 2018

     26  

 

BENEFICIAL OWNERSHIP

     28  

 

Section 16(a) Beneficial Ownership Reporting Compliance

     28  

 

Beneficial Ownership of Directors and Executive Officers

     28  

 

Beneficial Ownership of More than 5%

     29  
Proposal 2: Non-Binding Vote on Executive Compensation      30  

 

EXECUTIVE COMPENSATION

     31  

 

Compensation Discussion and Analysis

     31  

 

Compensation Committee Report

     48  

 

Compensation Committee Interlocks and Insider Participation

     48  

 

Summary Compensation Table

     49  

 

Grants of Plan-Based Awards for Fiscal 2018

     51  

 

Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table

     51  

 

Outstanding Equity Awards at August 31, 2018

     55  

 

Stock Vested in Fiscal 2018

     56  

 

Potential Payments upon Termination

     57  


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ACCENTURE 2018 PROXY STATEMENT   Table of Contents  

 

 

Pay Ratio      59  

 

AUDIT

     61  

 

Audit Committee Report

     61  

 

Proposal 3 : Non-Binding Ratification of Appointment of Independent Auditors and Binding Authorization of the Board to Determine Its Remuneration

     62  

 

Independent Auditor’s Fees

     63  

 

Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

     63  

 

ANNUAL IRISH LAW PROPOSALS

     64  

 

Proposal 4: Board Authority to Issue Shares

     64  

 

Proposal 5: Board Authority to Opt-Out of Pre-emption Rights

     65  

 

Proposal 6: Determine Price Range for Re-Allotment of Treasury Shares

     66  

 

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

     67  

 

ADDITIONAL INFORMATION

     72  

 

Availability of Materials

     72  

 

Householding of Shareholder Documents

     72  

 

Submission of Future Shareholder Proposals

     72  

 

About Accenture

     73  

 

Reconciliation of Non-GAAP Measures to GAAP Measures

     73  

 

Forward-Looking Statements

     74  

We use the terms “Accenture,” the “Company,” “we,” “our” and “us” in this proxy statement to refer to Accenture plc and its subsidiaries. All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on August 31.


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ACCENTURE 2018 PROXY STATEMENT    

 

 

PROXY

STATEMENT

SUMMARY

 

        

 

 

This Proxy Statement Summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to shareholders on or about December 14, 2018. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting.

MATTERS TO BE VOTED UPON

The following table summarizes the proposals to be voted upon at the 2019 Annual General Meeting of Shareholders to be held on February 1, 2019 (the “Annual Meeting”) and the Board’s voting recommendations with respect to each proposal.

 

Proposals  

Required

Approval

 

 

Board

Recommendation

 

 

Page

Reference

 

 

1.

 

 

 

Re-Appointment of Directors

 

 

 

Majority of Votes Cast

 

 

 

FOR each nominee

 

 

 

15

 

 

2.

 

 

 

Advisory Vote to Approve Executive Compensation

 

 

 

Majority of Votes Cast

 

 

 

FOR

 

 

 

30

 

 

3.

 

 

 

Ratify the Appointment and Remuneration
of Auditors

 

 

 

Majority of Votes Cast

 

 

 

FOR

 

 

 

62

 

 

4.

 

 

 

Grant Board Authority to Issue Shares

 

 

 

Majority of Votes Cast

 

 

 

FOR

 

 

 

64

 

 

5.

 

 

 

Grant Board Authority to Opt-Out of
Pre-emption Rights

 

 

 

75% of Votes Cast

 

 

 

FOR

 

 

 

65

 

 

6.

 

 

 

Determine Price Range for the Re-Allotment of
Treasury Shares

 

 

 

75% of Votes Cast

 

 

 

FOR

 

 

 

66

 

CORPORATE GOVERNANCE HIGHLIGHTS

Accenture (the “Company”) has a history of strong corporate governance. The Company believes good governance is critical to achieving long-term shareholder value. We are committed to governance practices and policies that serve the long-term interests of the Company and its shareholders. The following table summarizes certain highlights of our corporate governance practices and policies:

 

 

 

• Annual election of directors

 

• 100% independent Board committees

 

• Shareholders holding 10% or more of our outstanding share capital have the right to convene a special meeting

 

• 10 of our 11 director nominees are independent

 

• Strong independent lead director, elected by the independent directors

 

• Annual board, committee and individual director evaluations and self-assessments

         

 

• Active shareholder engagement

 

• Regular executive sessions, where independent directors meet without management present

 

• Robust director selection process resulting in a diverse and international Board in terms of gender, ethnicity, experience, skills and tenure

 

• Policy on political contributions and lobbying

 

• Board takes active role in Board succession planning and is committed to Board refreshment

 

• Adopted proxy access

 

 

             

 


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ACCENTURE 2018 PROXY STATEMENT   Proxy Statement Summary  

 

 

Snapshot of Director Nominees

Our director nominees exhibit a mix of skills, experience, diversity and perspectives:

BOARD DIVERSITY

 

LOGO

KEY DIRECTOR SKILLS

 

               
   

 

LOGO

 

GLOBAL

  EXPERTISE  

 

LOGO

 

SENIOR

LEADERSHIP

  EXPERIENCE  

 

LOGO

 

INNOVATION

AND

  TECHNOLOGY  

 

 

LOGO

 

FINANCIAL

  EXPERTISE  

 

 

LOGO

 

  INVESTMENT  

EXPERTISE

 

 

LOGO

 

PUBLIC

COMPANY

BOARD

  EXPERIENCE  

 

 

 

    

 

 

Name   Age   Director
Since
  Principal Occupation   Independent   Committee
Memberships
  Other Public
Company
Boards
Jaime Ardila   63   2013  

Retired Executive Vice President and President, South America, General Motors Company

 

  🌑  

•  Audit

•  Finance (C)

  2
Herbert Hainer   64   2016   Retired CEO, adidas AG   🌑  

•  Compensation

•  Finance

 

  2
Marjorie Magner*   69   2006   Partner, Brysam Global Partners, LLC   🌑  

•  Compensation (C)

•  Nominating & Governance

 

  1
Nancy McKinstry   59   2016   Chairman & CEO, Wolters Kluwer N.V.   🌑  

•  Compensation

•  Nominating & Governance

 

  1
Pierre Nanterme   59   2010   Chairman & CEO, Accenture plc  

 

 

 

 

 

Gilles C. Pélisson   61   2012   Chairman & CEO, TF1 Group   🌑  

•  Nominating & Governance (C)

 

  1
Paula A. Price   57   2014   CFO, Macy’s, Inc.   🌑  

•  Audit (C)

•  Compensation

 

  1

Venkata (Murthy) Renduchintala

 

  53   2018  

Chief Engineering Officer, Intel
Corporation

 

  🌑  

•  Audit

 
Arun Sarin   64   2015   Retired CEO, Vodafone Group Plc   🌑  

•  Compensation

•  Nominating & Governance

 

  2
Frank K. Tang   50   2014  

Chairman & CEO, FountainVest Partners

 

  🌑  

•  Finance

  1
Tracey T. Travis   56   2017   CFO, The Estee Lauder Companies   🌑  

•  Audit

•  Finance

 

 

*Lead Independent Director

 

(C) Committee Chair


Table of Contents

 

ACCENTURE 2018 PROXY STATEMENT   Proxy Statement Summary  

 

 

FINANCIAL HIGHLIGHTS

Fiscal 2018 Company Performance

 

 

 

 

In fiscal 2018, the Company delivered broad-based revenue growth, record new bookings and strong free cash flow, while returning significant cash to our shareholders.

 

 

 

 

 

 

NET REVENUES

       

 

NEW BOOKINGS

   

$39.6B

 

An increase of 14 percent in U.S. dollars and 10.5 percent in local currency from fiscal 2017. Includes approximately $23 billion from digital, cloud and security services—up approximately 25 percent in local currency

 

   

$42.8B

 

An increase of 15 percent in U.S. dollars and 12 percent in local currency from fiscal 2017

       

 

DILUTED EARNINGS PER SHARE

       

 

OPERATING MARGIN

   

$6.34

 

After excluding $0.40 in charges related to tax law changes in fiscal 2018 and a $0.47 pension settlement charge in fiscal 2017, adjusted EPS of $6.74 increased 14 percent from adjusted EPS of $5.91 in fiscal 2017

 

   

14.8%

 

Consistent with adjusted operating margin of 14.8 percent for fiscal 2017, which excludes a 150 basis-point impact from the pension settlement charge in fiscal 2017

 

       

 

FREE CASH FLOW

       

 

CASH RETURNED TO SHAREHOLDERS

   

$5.4B

 

Defined as operating cash flow of $6.0 billion net of property and equipment additions of $619 million

 

   

$4.3B

 

Defined as cash dividends of $1.7 billion plus share repurchases of $2.6 billion

 

 


Table of Contents

 

ACCENTURE 2018 PROXY STATEMENT   Proxy Statement Summary  

 

 

Historical Financial Performance

Driving Shareholder Value Through Sustained Financial Performance

For the 3-year period from the end of fiscal 2015 through fiscal 2018, our performance demonstrates our focus on delivering shareholder value.

 

   

 

DURABLE REVENUE GROWTH

8% CAGR 1 in US Dollars

9% CAGR in local currency

 

LOGO

 

NET REVENUES

 

1  “CAGR” means Compound Annual Growth Rate

 

   

 

OPERATING MARGIN EXPANSION

50 Basis Point Expansion on a GAAP basis

30 Basis Point Expansion on an adjusted basis

 

LOGO

 

OPERATING MARGIN

 

LOGO  GAAP Operating Margin %     LOGO  Adjusted Operating Margin %

 

2   FY15 adjusted operating margin of 14.5% excludes the impact of a $64 million pension settlement charge

 

   
   

 

STRONG EARNINGS GROWTH

10% CAGR on a GAAP basis

12% CAGR on an adjusted basis

 

LOGO

 

EARNINGS PER SHARE

 

LOGO  GAAP EPS     LOGO  Adjusted EPS

 

3   FY15 adjusted diluted EPS of $4.82 excludes the impact of a pension settlement charge ($0.06 per share)

4   FY18 adjusted diluted EPS of $6.74 excludes the impact of tax law changes ($0.40 per share)

 

   

 

SIGNIFICANT CASH RETURNED TO

SHAREHOLDERS SINCE FISCAL 2015

9% CAGR dividends per share

$2.6B average repurchases per year

 

 

LOGO

 

CASH RETURNED TO SHAREHOLDERS

 

 

 

TOTAL SHAREHOLDER RETURN 5

 

 

LOGO

 

5   The performance graph above shows the cumulative total shareholder return on our Class A shares for the period starting on August 31, 2015, and ending on August 31, 2018. This is compared with the cumulative total returns over the same period of the S&P 500 Stock Index and the S&P 500 Information Technology Sector Index. The graph assumes that, on August 31, 2015, $100 was invested in our Class A shares and $100 was invested in each of the other two indices, with dividends reinvested on the ex-dividend date without payment of any commissions.

 

See “Reconciliation of Non-GAAP Measures to GAAP Measures” on page 73.


Table of Contents

 

ACCENTURE 2018 PROXY STATEMENT   Proxy Statement Summary  

 

 

2018 INVESTMENT HIGHLIGHTS

We continue to invest significantly in our business, including in the following key areas:

 

       

 

 

INVESTMENTS IN ACQUISITIONS

      

 

 

DEVELOPING TALENT

 

$658M

 

Strategic investments to further enhance our differentiation and competitiveness, of which 70% was deployed to extend our leadership position in Accenture Digital

 

    

$927M

 

Investment in learning and professional development, which represents a year-over-year increase in total training hours

        
       

 

 

RESEARCH AND INNOVATION

      

 

 

PATENTS AND PATENT APPLICATIONS

 

$791M

 

Creating, commercializing and disseminating innovative business strategies and technology solutions

 

    

6,800+

 

Protecting our innovative and differentiated technology solutions through more than 700 new patent applications filed and 680 new patents granted in fiscal 2018

 

 


Table of Contents

 

ACCENTURE 2018 PROXY STATEMENT   Proxy Statement Summary  

 

 

OUR STRATEGY

We are focused on differentiating Accenture in the new digital world—to help clients disrupt rather than be disrupted, and to capture new growth opportunities in a very competitive environment. We leverage the following 6 building blocks to deploy our services at scale to support large, global clients across key markets and industries around the world:

 

LOGO

DIFFERENTIATORS BUSINESS ARCHITECTURE Combining end-to-end capabilities at scale across our businessesstrategy, consulting, digital, technology and operationswith deep industry expertise to drive large-scale transformation for our clients INNOVATION ARCHITECTURE Leveraging our structured approach to continuous innovationfrom research, ventures and labs to studios, innovation centers and delivery centersto collaborate with our clients and partners to develop disruptive innovations ROTATION TO THE NEW Investing in new, high-growth areasparticularly in digital, cloud and security related services to extend our market position, drive our differentiation and competitiveness, and capture the next waves of growth ENABLERS LEADERSHIP Attracting and inspiring the best people, investing to further develop their highly specialized skills, and building the best leadership team in our industry ECOSYSTEM Leveraging our unique position as the leading partner of key ecosystem players, to bring the latest technologies and deliver innovative and industry-specific solutions to our clients INVESTMENTS Investing early and at scale in strategic acquisitions, in building assets and solutions, and in hiring, training, and developing the most relevant talent to accelerate our strategy and further enhance our differentiation 50/50 GENDER-BALANCE BY 2025 180,000+ WOMEN EMPLOYEES IN 2018 UP FROM 130,000 IN 2015

Advancing Inclusion & Diversity

Our commitment to inclusion and diversity is unwavering and we embrace diversity as a source of innovation, creativity and competitive advantage. We strive to create a truly human environment where people experience a real sense of belonging, and where they can be who they are, and be their best, professionally and personally.

We are making progress on our path to achieving a gender-balanced workforce by 2025. At the end of fiscal 2018, approximately 42 percent of our people were women, up from 36 percent in 2014. Additionally, we strive to ensure that all our people—women and men—are compensated fairly and equitably from the moment we hire them through the milestones of their careers here. When we see a disparity for any of our people—women or men—we fix it.

 

LOGO


Table of Contents

 

ACCENTURE 2018 PROXY STATEMENT   Proxy Statement Summary  

 

 

COMPENSATION PRACTICES (page 36)

The Compensation Committee oversees the design and administration of the Company’s compensation programs. The Compensation Committee believes that a well-designed, consistently applied compensation program is fundamental to the long-term creation of shareholder value. The following table summarizes some highlights of our compensation practices that drive our named executive officer compensation programs:

 

 

 

WHAT WE DO

    

 

 

LOGO    Align our executive pay with performance

 

LOGO    Set very challenging performance objectives

 

LOGO    Appropriately balance short- and long-term incentives

 

LOGO    Align executive compensation with shareholder returns through performance-based equity incentive awards

 

LOGO    Use appropriate peer groups when establishing compensation

 

LOGO    Implement meaningful equity ownership guidelines

 

LOGO    Include caps on individual payouts in short- and long-term incentive plans

 

  

LOGO    Include a clawback policy for our cash and equity incentive awards

 

LOGO    Include non-solicitation and non-competition provisions in award agreements, with a clawback of equity under specified circumstances

 

LOGO    Mitigate potential dilutive effects of equity awards through our share repurchase programs

 

LOGO    Hold an annual “say-on-pay” advisory vote

 

LOGO    Conduct an annual compensation risk review and assessment

 

LOGO    Retain an independent compensation consultant

 

 
      
 

 

WHAT WE DON’T DO

    

 

 

LOGO   No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements

 

LOGO   No “golden parachutes,” change in control payments or excise tax gross-ups

 

LOGO   No change in control “single trigger” equity acceleration provisions

 

  

LOGO   No dividends or dividend equivalents paid until vesting

 

LOGO   No hedging or pledging of company shares

 

LOGO   No supplemental executive retirement plan

 

LOGO   No excessive perquisites

 

 

SAY-ON-PAY (page 38)

 

 

 

     LOGO

 

 

 

Shareholders continued to show strong support of our executive compensation programs, with approximately 95% of the votes cast for the approval of the “say-on-pay” proposal at our 2018 annual general meeting of shareholders.

 

 

 

 


Table of Contents

 

ACCENTURE 2018 PROXY STATEMENT   Proxy Statement Summary  

 

 

2018 CEO TOTAL COMPENSATION MIX (page 40)

Our compensation program is designed to reward executives for their overall contribution to Company performance, including the Company’s execution against its business plan and the creation of shareholder value, and to provide executives with an incentive to continue to expand their contributions to Accenture. The following reflects the mix of pay for our chairman and chief executive officer, Pierre Nanterme, for fiscal 2018 performance:

 

 

CHAIRMAN & CEO FISCAL 2018 COMPENSATION DECISIONS

 

LOGO

PAY-FOR-PERFORMANCE (page 37)

The Compensation Committee believes that total realizable compensation for the Company’s named executive officers should be closely aligned with the Company’s performance and each individual’s performance. As the graph below shows, the Company’s performance with respect to total shareholder return over a 3-year period was at the 76th percentile among the companies in our peer group. The realizable total direct compensation for our chairman and chief executive officer was in the 62nd percentile, which indicates that pay and performance are aligned. See page 37 for a definition of realizable total direct compensation.

 

 

    LOGO


Table of Contents

 

ACCENTURE 2018 PROXY STATEMENT     1

 

 

 

 

CORPORATE

GOVERNANCE

 

        

 

  The Board is responsible for providing governance and oversight over the strategy, operations and management of Accenture. The primary mission of the Board is to represent and protect the interests of our shareholders. The Board oversees our senior management, to whom it has delegated the authority to manage the day-to-day operations of the Company. The Board has adopted Corporate Governance Guidelines, which, together with our Memorandum and Articles of Association, form the governance framework for

the Board and its Committees. The Board regularly (and at least annually) reviews its Corporate Governance Guidelines and other corporate governance documents and from time to time revises them when it believes it serves the interests of the Company and its shareholders to do so and in response to changing regulatory and governance requirements. The following sections provide an overview of our corporate governance structure, including director independence and other criteria we use in selecting director nominees, our Board leadership structure and the responsibilities of the Board and each of its committees.

 

 

 

Key Corporate Governance Documents

    

 

       The following materials are accessible through the Governance Principles section of our website at https:// accenture.com/us-en/company-principles:  
 

• Corporate Governance Guidelines

 

• Code of Business Ethics

 

  

• Committee Charters

 

• Memorandum and Articles of Association

 

 

Printed copies of all of these documents are also available free of charge upon written request to our Investor Relations Group at Accenture, Investor Relations, 1345 Avenue of the Americas, 6th Floor, New York, New York 10105, USA. Accenture’s Code of Business Ethics is applicable to all of our directors, officers and employees. If the Board grants any waivers from our Code of Business Ethics to any of our directors or executive officers, or if we amend our Code of Business Ethics, we will, if required, disclose these matters through our website on a timely basis.

CORPORATE GOVERNANCE PRACTICES

Accenture has a history of strong corporate governance. We are committed to governance policies and practices that serve the interests of the Company and its shareholders. Over the years, our Board has evolved our practices in the interests of Accenture’s shareholders. Our governance practices and policies include the following, among other things:

 

   
Annual election of all directors   

All of our directors are elected annually.

 

Authority to call special meetings   

Shareholders holding 10% or more of our outstanding share capital have the right to convene a special meeting.

 

No shareholder rights plan (“poison pill”)   

The Company does not have a poison pill.

 

Adopted a proxy access right   

Eligible shareholders can (subject to certain requirements) include their own director nominees in our proxy materials.

 

Independent Board   

All of our directors are independent except for our chairman and chief executive officer.

 

100% independent Board committees   

Each of our 4 committees is made up solely of independent directors. Each standing committee operates under a written charter that has been approved by the Board.

 

Strong independent lead director, elected by the independent directors   

We have an independent lead director of the Board who has comprehensive duties that are set forth in the Company’s Corporate Governance Guidelines, including leading regular executive sessions of the Board, where independent directors meet without management present.

 


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Annual Board, committee and individual director self-assessment process   

The Nominating & Governance Committee conducts a confidential survey of the Board and its committees each year. The lead director and chair of the Nominating & Governance Committee also conduct a self-assessment interview with each Board member that is designed to enhance his or her participation and role as a member of the Board, as well as to assess the competencies and skills each individual director is expected to bring to the Board.

 

Commitment to Board refreshment   

Our Board takes an active role in Board succession planning and is committed to Board refreshment and works towards creating a balanced Board with both fresh perspectives and deep experience. The current average tenure of our 11 director nominees is 4.7 years.

 

Robust director selection process   

Our Board has a robust director selection process resulting in a diverse and international Board in terms of gender, ethnicity, experience, skills and tenure.

 

Active shareholder engagement   

We regularly engage with our shareholders to better understand their perspectives.

 

Robust Code of Business Ethics   

Our Code of Business Ethics, which applies to all employees as well as all members of the Board, reinforces our core values and helps drive our culture of compliance, ethical conduct and accountability. Contents of our Code of Business Ethics are intuitively organized by 6 fundamental behaviors: Make Your Conduct Count; Comply with Laws; Deliver for Our Clients; Protect People, Information and Our Business; Run Our Business Responsibly; and Be a Good Corporate Citizen.

 

Clawback policy   

We maintain a clawback policy applicable to our chairman and chief executive officer, global management committee members (the Company’s primary management and leadership team, which consists of approximately 20 of our most senior leaders other than our chairman and chief executive officer) and approximately 240 of our most senior leaders, which provides for the recoupment of incentive cash bonus and equity-based compensation in the event of a financial restatement under specified circumstances.

 

Equity ownership requirements   

Each named executive officer is required to hold Accenture equity with a value equal to at least 6 times his or her base compensation by the 5th anniversary of becoming a named executive officer. Each director is required to hold Accenture equity having a fair market value equal to 3 times the value of the annual director equity grants within 3 years of joining the Board.

 

Prohibition on hedging or pledging
of company stock
  

Our directors and all employees are prohibited from entering into hedging transactions, and our directors, our chairman and chief executive officer, members of our global management committee and other key employees are prohibited from entering into pledging transactions.

 


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LEADERSHIP STRUCTURE

Pierre Nanterme, our chief executive officer, also serves as the chairman of our Board. Our Corporate Governance Guidelines provide that if the same person holds the chief executive officer and chairman roles or if the chairman is not independent, the independent directors of the Board will designate one of the independent directors to serve as the lead director. Marjorie Magner has served as our independent lead director since January 31, 2014. The Board has determined that the presence of our independent lead director who, as described below, has meaningful oversight responsibilities, together with a strong leader in the combined role of chairman and chief executive officer, serves the best interests of Accenture and its shareholders at this time. The Board believes that in light of Mr. Nanterme’s knowledge of Accenture and our industry, which has been built up over 35 years of experience with the Company, he is well positioned to serve as both chairman and chief executive officer of the Company.

LEAD DIRECTOR; EXECUTIVE SESSIONS

The lead director helps ensure there is an appropriate balance between management and the independent directors and that the independent directors are fully informed and able to discuss and debate the issues that they deem important. The responsibilities of the lead director, which are described in the Company’s Corporate Governance Guidelines, include, among others:

 

Board Matter   Responsibility
Agendas  

Providing input on issues for Board consideration, helping set and approving the Board agenda, ensuring that adequate information is provided to the Board, helping ensure that there is sufficient time for discussion of all agenda items and approving schedules for Board meetings.

 

Board meetings  

Presiding at all meetings of the Board at which the chairman is not present.

 

Executive sessions  

Authority to call meetings of independent directors and presiding at all executive sessions of the independent directors.

 

Communicating with directors  

Acting as a liaison between the independent directors and the chairman and chief executive officer.

 

Communicating with shareholders  

If requested by major shareholders, being available for consultation and direct communication. Serving as a liaison between the Board and shareholders on investor matters.

 

The Board believes that one of the key elements of effective, independent oversight is that the independent directors meet in executive session on a regular basis without the presence of management. Accordingly, our independent directors meet separately in executive session at each regularly scheduled in-person Board meeting. Our independent directors held 4 executive sessions during fiscal 2018, all of which were led by the lead director.


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DIRECTOR INDEPENDENCE

The Board has adopted categorical standards designed to assist the Board in assessing director independence (the “Independence Standards”), which are included in our Corporate Governance Guidelines. The Corporate Governance Guidelines and the Independence Standards have been designed to comply with the standards required by the New York Stock Exchange (“NYSE”). Our Corporate Governance Guidelines state that the Board shall perform an annual review of the independence of all directors and nominees and that the Board shall affirmatively determine that, to be considered independent, a director must not have any direct or indirect material relationship with Accenture. In addition, committee members are subject to any additional independence requirements that may be required by applicable law, regulation or NYSE listing standards.

In making its independence recommendations, the Nominating & Governance Committee evaluates the various commercial, charitable and employment transactions and relationships known to the committee that exist between us and our subsidiaries and the directors and the entities with which certain of our directors or members of their immediate families are, or have been, affiliated (including those identified through our annual directors’ questionnaires). Furthermore, the Nominating & Governance Committee discusses other relevant facts and circumstances regarding the nature of these transactions and relationships to determine whether other factors, regardless of the Independence Standards, might compromise a director’s independence.

Based on its analysis, the Nominating & Governance Committee recommended, and the Board determined that, other than Pierre Nanterme, each of our directors (Jaime Ardila, Charles H. Giancarlo, Herbert Hainer, Marjorie Magner, Nancy McKinstry, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala, Arun Sarin, Frank K. Tang and Tracey T. Travis) is independent under all applicable standards, including those applicable to committee service. The Board concurred in these recommendations. In reaching its determinations, the Nominating & Governance Committee and the Board considered the following:

 

 

During fiscal 2018, Charles H. Giancarlo, Nancy McKinstry, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala and Tracey T. Travis were employed by organizations that do business with Accenture. The amount received by Accenture or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either Accenture’s or such organization’s consolidated gross revenues.

 

 

Each of Ms. Price and Ms. Travis is a director of a non-profit organization to which Accenture made charitable contributions of less than $120,000 during fiscal 2018.

 

 

In addition, the Board determined that William L. Kimsey, who was not subject to re-appointment at the 2018 Annual Meeting, was independent during the period he served on the Board during fiscal 2018.

STRATEGIC OVERSIGHT

The Board is responsible for providing governance and oversight regarding the strategy, operations and management of Accenture. Acting as a full Board and through the Board’s 4 standing committees, the Board is involved in the Company’s strategic planning process. Each year, the Board holds a strategy retreat during which members of Accenture Leadership present the Company’s overall corporate strategy and seek input from the Board. At subsequent meetings, the Board continues to review the Company’s progress against its strategic plan. In addition, throughout the year, the Board will review specific strategic initiatives where the Board will provide additional oversight. The Board is continuously engaged in providing oversight and independent business judgment on the strategic issues that are most important to the Company.


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RISK OVERSIGHT

The Board is responsible for overseeing the Company’s enterprise risk management (“ERM”) program. As described more fully below, the Board fulfills this responsibility both directly and through its standing committees, each of which assists the Board in overseeing a part of the Company’s overall risk management.

The Company’s chief operating officer, who is a member of our global management committee and reports to our chief executive officer, coordinates the Company’s ERM program. The responsibility for managing each of the highest-priority risks is assigned to one or more members of our global management committee. The Company’s ERM program is designed to identify, assess and manage the Company’s risk exposures. As part of its ERM program, the Company:

 

  identifies its material operational, strategic and financial risks;

 

  develops plans to monitor, manage and mitigate these risks; and
  evaluates and prioritizes these risks by taking into account many factors, including the potential impact of risk events should they occur, the likelihood of occurrence and the effectiveness of existing risk mitigation strategies.
 

 

 

THE BOARD

 

     

The Board plays a direct role in the Company’s ERM program. In that regard, the Board receives quarterly reports from the chairs of each of the Board’s committees, which include updates when appropriate, with respect to the risks overseen by the respective committees. In addition, the chief operating officer briefs the Board annually and provides a detailed review of the Company’s ERM program, including the annual risk assessment process, program scope and status of priority risks, among other things. The committees of the Board oversee specific areas of the Company’s risk management, which are described below.

 

     

        

   
   
   
   
   
     

 

 

AUDIT COMMITTEE

 

 

   

The Audit Committee reviews our guidelines and policies with respect to risk assessment and management and our major financial risk exposures, along with the monitoring and control of these exposures. As needed, the committee reviews the risks believed to be the most important and, at a minimum, the chief operating officer provides the Audit Committee an annual review of the ERM program as a whole. The Audit Committee also discusses with the chairs of the Finance and Compensation Committees the risk assessment process for the risks overseen by those committees on at least an annual basis.

   
     
   
   
   
   
     

 

 

COMPENSATION COMMITTEE

 

 

   

The Compensation Committee reviews, and discusses with management, management’s assessment of certain risks, including whether any risks arising from the Company’s compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.

 

   
     
   
   
     

 

 

FINANCE COMMITTEE

 

 

   

The Finance Committee reviews and discusses with management financial-related risks facing the Company, including foreign exchange, counterparty and liquidity-related risks, major acquisitions, and the Company’s insurance and pension exposures.

 

   
     
   
   
     

 

 

NOMINATING & GOVERNANCE COMMITTEE

 

 

   

The Nominating & Governance Committee evaluates the overall effectiveness of the Board, including its focus on the most critical issues and risks.

 

     
   
   

As described above, the Board actively oversees a number of risks, which include cybersecurity risks. The Audit Committee, which is responsible for risk oversight, is continually updated by the chief operating officer regarding ERM, including cybersecurity concerns and the Company’s approach to managing cybersecurity risks. The chief information security officer also regularly presents to the Audit Committee regarding cybersecurity.


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BOARD MEETINGS

During fiscal 2018, the Board held 5 meetings, 4 of which were held in person. The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable committee meetings and each annual general meeting of shareholders. Directors are also expected to become familiar with Accenture’s organization, management team and operations in connection with discharging their oversight responsibilities.

 

 

During fiscal 2018, all of our incumbent directors attended at least 75% of the meetings of the Board and of the committees on which they served, except for Venkata (Murthy) Renduchintala, who joined our Board in the third quarter of fiscal 2018.

 

 

DIRECTOR ATTENDANCE AT ANNUAL MEETINGS

All of our Board members who served on the Board at the time of our 2018 annual general meeting of shareholders attended that meeting.

COMMITTEES OF THE BOARD

The Board has an Audit Committee, a Compensation Committee, a Finance Committee and a Nominating & Governance Committee. From time to time, the Board may also create ad hoc or special committees for certain purposes in addition to these 4 standing committees. Each committee consists entirely of independent, non-employee directors. The charter of each committee provides that non-management directors who are not members of such committee may nonetheless attend the meeting of that committee, but may not vote. The table below lists the current membership of each committee and the number of meetings held in fiscal 2018.

In support of our belief that diversity with respect to committee tenure is important in order to provide for both fresh perspectives and deep experience and knowledge of the Company, in fiscal 2018, Nancy McKinstry rotated from the Audit Committee to the Compensation Committee, and in fiscal 2019, Marjorie Magner was added to the Nominating & Governance Committee.

 

   

Committees

 

Board Member

 

 

Audit

 

  

Compensation

 

  

Finance

 

  

Nominating &
Governance

 

 

Jaime Ardila (1)

 

  🌑

 

        C

 

    

 

Charles H. Giancarlo (2)

 

            🌑

 

   🌑

 

 

Herbert Hainer

 

       🌑

 

   🌑

 

    

 

Marjorie Magner (3)(4)

 

       C

 

        🌑

 

 

Nancy McKinstry (5)

 

       🌑

 

        🌑

 

 

Gilles C. Pélisson

 

                 C

 

 

Paula A. Price (1)

 

  C

 

   🌑

 

         

 

Venkata (Murthy) Renduchintala (6)

 

  🌑

 

              

 

Arun Sarin

 

       🌑

 

        🌑

 

 

Frank K. Tang

 

            🌑

 

    

 

Tracey T. Travis (1)

 

  🌑

 

        🌑

 

    

 

Number of Meetings in Fiscal 2018

 

  9

 

   6

 

   6

 

   6

 

🌑 Member           C Chair

 

(1)

Audit Committee Financial Expert as defined under SEC rules.

 

(2)

Not subject to re-appointment at the Annual Meeting.

 

(3)

Lead director of the Board.

 

(4)

Joined the Nominating & Governance Committee on October 24, 2018.

 

(5)

Joined the Compensation Committee on April 12, 2018.

 

(6)

Joined the Audit Committee on April 12, 2018.


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AUDIT

COMMITTEE

 

 

 

 

 

The Audit Committee was established by the Board for the purpose of, among other things, overseeing Accenture’s accounting and financial reporting processes and audits of our financial statements and internal controls.

 

    

The Audit Committee’s primary responsibilities include the oversight of the following:

 

• the quality and integrity of the Company’s accounting and reporting practices and controls, and the financial statements and reports of the Company;

 

• the Company’s compliance with legal and regulatory requirements;

 

• the independent auditor’s qualifications and independence; and

 

• the performance of the Company’s internal audit function and independent auditors.

 

The Board has determined that each member of the Audit Committee meets the financial literacy and independence requirements of the Securities & Exchange Commission (the “SEC”) and the NYSE applicable to audit committee members and that each of Jaime Ardila, Paula A. Price and Tracey T. Travis also qualifies as an “audit committee financial expert” for purposes of SEC rules. Further, the Board has determined that each member of the Audit Committee qualifies as an independent director and possesses the requisite competence in accounting or auditing to satisfy the requirements for audit committees required by the Companies Act 2014.

 

No member of the Audit Committee may serve on the audit committee of more than 3 public companies, including Accenture, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and discloses such determination in accordance with NYSE requirements. No member of the Audit Committee currently serves on the audit committees of more than 3 public companies, including Accenture.

 

MEMBERS

 

(ALL INDEPENDENT):

 

Paula A. Price (Chair)

 

Jaime Ardila

 

Venkata (Murthy) Renduchintala

(Joined April 12, 2018)

 

Tracey T. Travis

 

 

 

 

 

 

 

 

 

 

 

 
 

 

FINANCE

COMMITTEE

 

 

 

 

 

The Finance Committee acts on behalf of the Board with respect to, among other things, the oversight of the Company’s capital and treasury activities.

 

    

The Finance Committee’s primary responsibilities include the oversight of the Company’s:

 

• capital structure and corporate finance strategy and activities;

 

• share redemption and purchase activities;

 

• treasury function, investment management and financial risk management;

 

• defined benefit and contribution plan investment planning;

 

• insurance plans; and

 

• major acquisitions, dispositions, joint ventures or similar transactions.

 

MEMBERS

 

(ALL INDEPENDENT):

 

Jaime Ardila (Chair)

 

Charles H. Giancarlo

(Not subject to re-appointment at the Annual Meeting)

 

Herbert Hainer

 

Frank K. Tang

 

Tracey T. Travis

 


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NOMINATING & GOVERNANCE

COMMITTEE

 

 

 

 

The Nominating & Governance Committee is responsible for, among other things, overseeing the Company’s corporate governance practices and processes.

 

      

The Nominating & Governance Committee’s primary responsibilities include oversight of the following:

 

• assessing and selecting/nominating (or recommending to the Board for its selection/nomination) strong and capable candidates to serve on the Board;

 

• making recommendations as to the size, composition, structure, operations, performance and effectiveness of the Board;

 

• overseeing the Company’s chief executive officer succession planning process;

 

• together with the Compensation Committee, conducting an annual review of the Company’s chief executive officer and non-independent chairman;

 

• developing and recommending to the Board a set of corporate governance principles, including independence standards; and

 

• taking a leadership role in shaping the corporate governance of the Company.

 

Consistent with its duties and responsibilities, the Nominating & Governance Committee conducts an annual confidential survey of the Board, which is designed to evaluate the operation and performance of the Board and each of its committees.

 

MEMBERS

 

(ALL INDEPENDENT):

 

Gilles C. Pélisson (Chair)

 

Charles H. Giancarlo

(Not subject to re-appointment at the Annual Meeting)

 

Marjorie Magner

(Joined October 24, 2018)

 

Nancy McKinstry

 

Arun Sarin

 

 

 

 

 

  Board and Committee Assessments—A Multi-Step Process

 

       

 

CONFIDENTIAL EVALUATIONS

 

 
 

At least annually, each committee undertakes an evaluation of its performance and the performance of its members, in accordance with its respective committee charter. Each director also undertakes an evaluation of the Board more generally as well as the lead director.

 

 
  LOGO  
   

 

INTERVIEWS

 

 

 

 

 

 

The lead director and chair of the Nominating & Governance Committee also conduct a candid, in-person self-assessment interview with each Board member, designed to enhance his or her participation and role as a member of the Board, as well as to assess the competencies and skills each individual director is expected to bring to the Board.

 

 
    LOGO  
   

 

BOARD SUMMARY

 

 

 

 

 

 

Summaries of the committee, Board and lead director evaluations are provided to the Board.

 

 
    LOGO  
   

 

FEEDBACK INCORPORATED

 

 

 

 

 

 

Policies and practices are updated as appropriate as a result of director feedback.

 

 


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ACCENTURE 2018 PROXY STATEMENT   Corporate Governance   9

 

 

COMPENSATION

COMMITTEE

 

          

 

 

The Compensation Committee acts on behalf of the Board to set the compensation of our chairman and chief executive officer and members of our global management committee and provides oversight of the Company’s global compensation philosophy, policies and programs. The Committee is also responsible for, among other things, overseeing the Company’s equity compensation plans.

 

    

The Compensation Committee’s primary responsibilities include the oversight of the following:

 

• together with the Nominating & Governance Committee, conducting an annual review of the Company’s chairman and chief executive officer;

 

• setting the compensation of our chairman and chief executive officer and members of our global management committee;

 

• overseeing the Company’s equity-based plans; and

 

• reviewing and making recommendations to the full Board regarding Board compensation.

 

The Board has determined that each member of the Compensation Committee meets the independence requirements of the SEC and NYSE applicable to compensation committee members.

 

MEMBERS

 

(ALL INDEPENDENT):

 

Marjorie Magner (Chair)

 

Herbert Hainer

 

Nancy McKinstry

(Joined April 12, 2018)

 

Paula A. Price

 

Arun Sarin

 

OVERSIGHT OF COMPENSATION

A number of individuals and entities contribute to the process of reviewing and determining the compensation of our chairman and chief executive officer, members of our global management committee and directors:

 

  Compensation Committee. Our Compensation Committee makes the final determination regarding the annual compensation of our chairman and chief executive officer and members of our global management committee, taking into consideration, among other factors, an evaluation of each individual’s performance, the recommendation of the chairman and chief executive officer regarding the compensation of the members of our global management committee and the advice of the Compensation Committee’s independent compensation consultant as described below. In addition, our Compensation Committee reviews and, based in part on the advice of its independent consultant, makes recommendations to the Board with respect to the appropriateness of the compensation paid to our independent directors, and the full Board then reviews these recommendations and makes a final determination on the compensation of our independent directors.
  Nominating & Governance Committee. Together with the Compensation Committee, which is chaired by the lead director, the Nominating & Governance Committee reviews the performance of, and provides a performance rating for, our chairman and chief executive officer.

 

  Chairman and Chief Executive Officer. The chairman and chief executive officer provides the Compensation Committee with an evaluation of the performance of each member of our global management committee, which includes an assessment of each individual’s performance against his or her annual objectives and a recommendation regarding his or her compensation.

 

  Chief Leadership & Human Resources Officer. Our chief leadership & human resources officer solicits input from members of our global management committee and other senior leaders of the Company regarding the performance of our chairman and chief executive officer to aid the Compensation Committee and Nominating & Governance Committee in the review of his performance.
 


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ROLE OF COMPENSATION CONSULTANTS

The Compensation Committee has engaged Pay Governance LLC (“Pay Governance”) to serve as the Compensation Committee’s independent compensation consultant. Pay Governance and its affiliates do not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation Committee on director and executive compensation. With respect to executive compensation, as requested by the Compensation Committee, Pay Governance advises the Compensation Committee on general marketplace trends in executive compensation, makes proposals for executive compensation programs, recommends peer companies for inclusion in competitive market analyses of compensation and otherwise advises the Compensation Committee with regard to the compensation of our chairman and chief executive officer and the members of our global management committee. Pay Governance also provides input for the Compensation Committee to consider regarding the final compensation packages of our chairman and chief executive officer, as discussed under “Executive Compensation—Compensation Discussion and Analysis—Process for Determining Executive Compensation.” In addition, Pay Governance provides input to the Compensation Committee for its annual review of director compensation, as discussed under “Director Compensation.”

Management separately receives benchmarking information with respect to the members of our global management committee from its compensation consultant, Willis Towers Watson plc (“Willis Towers Watson”). This information is based on a benchmarking approach developed by Willis Towers Watson and Pay Governance and is used by the chairman and chief executive officer in making his recommendations to the Compensation Committee with respect to the compensation of the members of our global management committee. The Compensation Committee also reviews this report. While Willis Towers Watson also acts as management’s compensation consultant in various capacities with respect to our global workforce of approximately 459,000 employees and assists management in formulating its compensation recommendations for members of our global management committee, the Compensation Committee has separately engaged Pay Governance as its independent compensation consultant to provide it with independent advice and to avoid any conflicts of interest. The Compensation Committee has assessed the independence of Pay Governance pursuant to the applicable rules and determined that its engagement does not raise any conflict of interest.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Review and Approval of Related Person Transactions

The Board has adopted a written Related Person Transactions Policy, which provides that all related person transactions covered by the policy must be reviewed and approved or ratified by the Board or by the Nominating & Governance Committee. The Related Person Transactions Policy applies to any transaction that would be required by the SEC to be disclosed in our proxy statement.

The Nominating & Governance Committee or the Board, as applicable, will not approve or ratify any related person transaction unless, after considering all relevant information, it has determined that the transaction is in, or is not inconsistent with, the best interests of the Company and our shareholders and complies with applicable law. In reviewing related person transactions, the Nominating & Governance Committee or the Board will consider all relevant facts and circumstances, including, among others:

 

 

the nature of the related person’s interest in the transaction and the material terms of the transaction;

 

 

whether the transaction would likely impair the judgment of a director or an executive officer to act in the best interest of the Company and, in the case of an outside director, whether it would impair his or her independence; and

 

 

whether the value and the terms of the transaction are fair to the Company and on a substantially similar basis as would apply if the transaction did not involve a related person.


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Certain Related Person Transactions

From time to time, institutional investors, such as large investment management firms, mutual fund management organizations and other financial organizations, become beneficial owners of 5% or more of our Class A ordinary shares and, as a result, are considered “related persons” under the Related Person Transactions Policy. We may conduct business with these organizations in the ordinary course. During fiscal 2018, the following transactions occurred with investors who reported beneficial ownership of 5% or more of the Company’s voting securities. Each of the following transactions was entered into on an arm’s-length basis in the ordinary course and in accordance with our Related Person Transactions Policy described above:

 

  We provided consulting and outsourcing services to The Vanguard Group (“Vanguard”), which, together with its affiliates, beneficially owned approximately 8.1% of our outstanding Class A ordinary shares based on information disclosed in a Schedule 13G/A filed with the SEC on February 8, 2018. Accenture recorded revenues of approximately $13.6 million for these services. In addition, Vanguard and its affiliates received investment management fees totaling approximately $3.6 million with respect to mutual funds offered under the Company’s global retirement programs.

 

  We provided consulting and outsourcing services to BlackRock, Inc. (“BlackRock”), which, together with its affiliates, beneficially owned approximately 6.1% of our outstanding Class A ordinary shares based on information disclosed in a Schedule 13G/A filed with the SEC on January 30, 2018. Accenture recorded revenues of approximately $283,000 for these services. In addition, BlackRock and its affiliates received investment management fees totaling approximately $1.5 million with respect to mutual funds offered under the Company’s global retirement programs.
  We provided consulting and outsourcing services to MFS Investment Management (also known as Massachusetts Financial Services Company or “MFS”), which, together with its affiliates, beneficially owned approximately 6.0% of our outstanding Class A ordinary shares based on information contained in a Notification of Holdings under Irish law provided to Accenture on March 19, 2018. Accenture recorded revenues of approximately $6.5 million for these services. In addition, MFS and its affiliates received investment management fees totaling approximately $1.1 million with respect to mutual funds offered under the Company’s global retirement programs.
 


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SHAREHOLDER ENGAGEMENT

We maintain an ongoing, proactive outreach effort with our shareholders. Throughout the year, members of our Investor Relations team and leaders of our business engage with our shareholders to seek their input, to remain well-informed regarding their perspectives and to help increase their understanding of our business. In particular, through the engagement, we leverage the discussions to cover topics of interest to our shareholders, including related to our strategy, compensation, Board and other governance topics.

 

 

 

This year, as part of our recurring engagement with shareholders, our outreach included, among other things, discussion around our commitment to corporate citizenship and environmental, social and governance matters. In a combined effort with Investor Relations and our Corporate Citizenship and Legal teams, we reached out to our top 50 shareholders. The discussions occurred in August through October 2018. The feedback received from our shareholder outreach efforts is communicated to and considered by the Board, and our engagement activities have produced valuable feedback that helps us inform our decisions and our strategy, when appropriate.

 

 

LOGO

 

 

 

Engaged with holders of more than 40% of our shares outstanding, including

POLITICAL CONTRIBUTIONS AND LOBBYING

Pursuant to the Company’s political contributions and lobbying policy, the Company has a long-standing global policy against making contributions to political parties, political committees or candidates using company resources, even where permitted by law. In the United States, Accenture maintains a political action committee (the “PAC”) that is registered with the Federal Election Commission and makes federal political contributions on a bipartisan basis to political parties, political committees and candidates. The contributions made by the PAC are not funded by corporate funds and are fully funded by voluntary contributions made by Accenture Leaders in the United States. The Company does not penalize in any way Accenture Leaders who do not contribute to the PAC.

In addition, when we determine it is in the best interest of the Company, we work with governments to provide information and perspective that support our point of view, through our lobbyists and grassroots lobbying communications. We disclose our U.S. federal, state and local lobbying activity and expenditures as required by law. The Audit Committee and senior management have oversight over political, lobbying and other grassroots advocacy activities. The Company’s political contributions and lobbying policy is available on our website at https://www.accenture.com/us-en/company-political-contributions-policy.


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ACCENTURE 2018 PROXY STATEMENT   Corporate Governance   13

 

 

CORPORATE CITIZENSHIP AND SUSTAINABILITY

We operate our business as stewards of a more open, connected and inclusive world. Working closely with our people, our clients and our communities, we apply our unique understanding of technology to develop innovative solutions to business and societal challenges.

 

 

   LOGO  

OUR

COMMITMENT

STARTS AT

THE TOP

   Creating innovative solutions to
   improve the way the world
   works and lives is our purpose at
   Accenture—and the passion of
  

our people each and every day.

 

Pierre Nanterme

Chairman & CEO

  LOGO                         

To achieve this, we focus on shaping our business in a responsible way and innovating to build more sustainable societies.

 

       
LOGO  

SHAPING RESPONSIBLE BUSINESS

 

We are committed to operating ethically with our clients, partners and suppliers and using technology responsibly.

    LOGO  

INNOVATING

FOR SOCIETY

 

With the expertise of our people, our deep knowledge of technology and our strategic partnerships,

we create innovations that help address complex social issues.

 
   

•  Integrity. As we continue to grow our business, our dedication to integrity, anchored in our core values and our Code of Business Ethics, is more important than ever. We’re proud to have been recognized among Ethisphere’s World’s Most Ethical Companies for 11 consecutive years. In 2018, we published some of our key policies externally to show how we support human rights within our organization.

 

•  Sustainability. We strive to reduce our environmental footprint and to foster sustainable growth for our company and our clients. We are proud to have surpassed two of our 2020 environmental goals well ahead of schedule: we have made a 52 percent reduction in per employee carbon emissions and have improved our energy efficiency by 30% against our 2007 baseline.

 

•  Diversity. We foster an environment where our people can thrive, achieve their full potential and lead with confidence as they pursue our mission. We have been recognized among DiversityInc’s Top 50 Companies for Diversity for 11 consecutive years, including six years in the top 15.

   

•  Technology. Using the power of technology, we are positively impacting people’s lives. Through our Tech4Good initiative, we collaborated with Grameen Foundation India to apply artificial intelligence and augmented reality to help disadvantaged women access financial services. As part of ID2020, we’re using blockchain and biometric technologies to help 1.1 billion individuals without officially recognized identities gain access to critical services.

 

•  Skills to Succeed. Through our Skills to Succeed initiative, we have equipped more than 2.2 million people with the skills to get a job or build a business—and we aim to help more than 3 million people by the end of fiscal 2020. Our free, digital, interactive Skills to Succeed Academy helps disadvantaged young people in the Philippines, the United States, the United Kingdom, Ireland, Australia and South Africa build the skills they need to find and sustain employment.

 

•  Education. We are dedicating more than US$200 million over the next three years to help educate and skill people around the world for the digital age.

 

Our annual Corporate Citizenship Report explores our goals, progress and performance across our global operations and serves as our Communication on Progress to the United Nations Global Compact. View our most recent report at https://www.accenture.com/corporatecitizenship.


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ACCENTURE 2018 PROXY STATEMENT   Corporate Governance   14

 

 

COMMUNICATING WITH THE BOARD

The Board welcomes questions and comments. Any interested parties, including shareholders, may submit their communication to our Corporate Secretary. Communications and concerns will be forwarded to the Board, our independent directors as a group or our lead director as determined by our Corporate Secretary.

Address correspondence to: Attention: Corporate Secretary, Accenture, 161 N. Clark Street, Chicago, Illinois, 60601, USA.

Ethics Concerns or Complaints?

Separately, we also have established mechanisms for receiving, retaining and addressing concerns or complaints. Our Code of Business Ethics and underlying policies prohibit any retaliation or other adverse action against anyone for raising a concern. Employees may raise concerns in a confidential and/or anonymous manner in accordance with the instructions for the Accenture Business Ethics Helpline, which are available on the website at the address below.

Website: https://businessethicsline.com/accenture


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ACCENTURE 2018 PROXY STATEMENT     15

 

 

 

PROPOSAL 1:

RE-APPOINTMENT

OF DIRECTORS

 

 

        

 

 

Accenture’s directors are elected at each annual general meeting of shareholders and hold office for 1-year terms or until their successors are duly elected.

 

All of the director nominees are current Board members. The Nominating & Governance Committee reviewed the performance and qualifications of the directors listed below and recommended to the Board, and the Board approved, that each be recommended to shareholders for re-appointment to serve for an additional 1-year term.

Venkata (Murthy) Renduchintala was appointed by the Board as a director effective April 12, 2018 and is subject to re-appointment by our shareholders at the Annual Meeting. In addition, in connection with our efforts to continually refresh the Board, Charles H. Giancarlo is not subject to re-appointment at the Annual Meeting.

All of the nominees have indicated that they will be willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to appoint that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board.

As required under Irish law and our Articles of Association, the resolution in respect of this Proposal 1 is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast with respect to each director nominee.

THE TEXT OF THE RESOLUTION IN RESPECT OF

PROPOSAL 1 IS AS FOLLOWS:

“By separate resolutions, to re-appoint the following eleven directors: Jaime Ardila; Herbert Hainer; Marjorie Magner; Nancy McKinstry; Pierre Nanterme; Gilles C. Pélisson; Paula A. Price; Venkata (Murthy) Renduchintala; Arun Sarin; Frank K. Tang and Tracey T. Travis.”

 

 

LOGO

The Board recommends that you vote FOR the re-appointment of each of the Boards director nominees listed above.

DIRECTOR CHARACTERISTICS AND SUCCESSION PLANNING

Our Board is committed to regular renewal and refreshment and has continuously enhanced the director recruitment and selection process, resulting in a well-qualified and diverse group of director nominees. As part of that process, the Nominating & Governance Committee regularly reviews the composition of our Board and assesses the skills and characteristics of our directors with a view towards enhancing the composition of our Board to support the Company’s evolving strategy.

Consistent with the Company’s Corporate Governance Guidelines, the Nominating & Governance Committee seeks to ensure that the Board is composed of individuals whose particular backgrounds, skills and expertise, when taken together, will provide the Board with the range of skills and expertise to guide and oversee Accenture’s strategy, operations and management. The Nominating & Governance Committee seeks candidates who, at a minimum, have the following characteristics:

 

  the time, energy and judgment to effectively carry out his or her responsibilities as a member of the Board;

 

  a professional background that would enable the candidate to develop a deep understanding of our business;
  the ability to exercise judgment and courage in fulfilling his or her oversight responsibilities; and

 

  the ability to embrace Accenture’s values and culture , and the possession of the highest levels of integrity .
 

 

In addition, in light of the skills and expertise of the incumbent directors, the committee assesses the contribution that a particular candidate’s skills and expertise will make with respect to guiding and overseeing Accenture’s strategy, operations and management.


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ACCENTURE 2018 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   16

 

 

BOARD DIVERSITY AND TENURE

Consistent with the Company’s Corporate Governance Guidelines, the Nominating & Governance Committee also seeks geographic, age, gender and ethnic diversity among the members of the Board. While the Board has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees, the Nominating & Governance Committee and the Board believe that considering diversity is consistent with the goal of creating a Board that best serves the needs of the Company and the interests of its shareholders, and it is one of the many factors that they consider when identifying individuals for Board membership.

In addition, we believe that diversity with respect to tenure is important in order to provide for both fresh perspectives and deep experience and knowledge of the Company. Therefore, we aim to maintain an appropriate balance of tenure across our directors. In furtherance of the Board’s active role in Board succession planning, the Board has appointed 7 new directors since 2014.

Our director nominees reflect those efforts and the importance of diversity to the Board. Of our 11 director nominees:

BOARD DIVERSITY

 

     

 

GENDER

 

 

 

LOGO

   

 

ETHNICITY

 

 

 

LOGO

   

 

GLOBAL

 

 

LOGO

 

SIGNIFICANT BOARD REFRESHMENT

 

   

AGE DISTRIBUTION

 

       

LOGO

  

 

 

New Directors

 

Over Past 5 Years

   

LOGO

 

  

 

 

Average Age of

 

Director Nominees

 

Age range:

 

50 – 70

 

BOARD TENURE

 

 

 

LOGO


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ACCENTURE 2018 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   17

 

 

QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES

In considering each director nominee for the Annual Meeting, the Board and the Nominating & Governance Committee evaluated such person’s background, qualifications, attributes and skills to serve as a director. The Board and the Nominating & Governance Committee considered the nomination criteria discussed above, as well as the years of experience many directors have had working together on the Board and the deep knowledge of the Company they have developed as a result of such service. The Board and the Nominating & Governance Committee also evaluated each of the director’s contributions to the Board and role in the operation of the Board as a whole.

We believe our director nominees bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of deep knowledge of the Company and fresh perspectives. The table below summarizes some of the experience, qualifications, attributes and skills of our director nominees. This high-level summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions to the Board; we look to each director to be knowledgeable in these areas. We have identified below the areas where each director has specific expertise or prominence that he or she brings to the Board. Further information on each director nominee, including some of their specific experience, qualifications, attributes or skills is set forth in the biographies on pages 19 to 24 of this proxy statement.

OUT OF 11 DIRECTOR NOMINEES

 

 

LOGO

SKILL TOTAL OF 11 GLOBAL EXPERTISE Broad leadership experience with multinational companies or in international markets 11 SENIOR LEADERSHIP EXPERIENCE Served in a senior leadership role at a large organization 11 INNOVATION AND TECHNOLOGY Managing technological change and driving technological innovation 7 FINANCIAL EXPERTISE Experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience actively supervising such person(s) 9 INVESTMENT EXPERTISE EXPERIENCE OVERSEEING INVESTMENTS AND INVESTMENT DECISIONS 6 PUBLIC COMPANY BOARD EXPERIENCE Serving on the boards of other public companies 9

PROCESS FOR SELECTING NEW DIRECTORS

To identify, recruit and evaluate qualified candidates for the Board, the Board has used the services of professional search firms. In some cases, nominees have been individuals known to Board members or others through business or other relationships. In the case of Venkata (Murthy) Renduchintala, a third-party professional search firm identified him as a potential director nominee. Prior to his nomination, Dr. Renduchintala also met separately with the chairman and chief executive officer, the chair of the Nominating & Governance Committee and the lead director, who initially considered his candidacy. In addition, the professional search firm retained by the Nominating & Governance Committee verified information about the prospective candidate. A background check was also completed before a final recommendation was made to the Board. Dr. Renduchintala also met separately with other members of the Board, and after review and discussion with each of these directors, the Nominating & Governance Committee recommended, and the Board approved, Dr. Renduchintala’s appointment as a director.


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ACCENTURE 2018 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   18

 

 

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

Accenture’s orientation program for new directors includes a discussion of a broad range of topics, including the background of the Company, the Board and its governance model, Accenture’s strategy and business operations, its financial statements and capital structure, the management team, key industry and competitive factors, the legal and ethical responsibilities of the Board and other matters crucial to the ability of a new director to fulfill his or her responsibilities. Our directors are expected to keep current on issues affecting Accenture and its industry and on developments with respect to their general responsibilities as directors. Accenture will either provide or pay for ongoing director education.

PROCESS FOR SHAREHOLDERS TO RECOMMEND DIRECTOR NOMINEES

Our Corporate Governance Guidelines and Articles of Association address the processes by which shareholders may recommend director nominees, and the policy of the Nominating & Governance Committee is to welcome and consider any such recommendations. If you would like to recommend a future nominee for Board membership, you can submit a written recommendation in accordance with our Articles of Association and applicable law, including the name and other pertinent information for the nominee, to: Mr. Gilles C. Pélisson, chair of the Nominating & Governance Committee, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA, Attention: Corporate Secretary. As provided for in our Corporate Governance Guidelines, the Nominating & Governance Committee uses the same criteria for evaluating candidates regardless of the source of referral. Please note that Article 84(a)(ii) of our Articles of Association prescribes certain timing and nomination requirements with respect to any such recommendation and Article 84(b) prescribes certain other requirements if an eligible shareholder wishes to have their nominee included in our proxy materials for our annual general meeting (see “Additional Information—Submission of Future Shareholder Proposals” for additional details on how to submit a director nominee for our 2020 annual general meeting).


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ACCENTURE 2018 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   19

 

 

DIRECTOR BIOGRAPHIES

Set forth below are the biographies of our director nominees up for reelection at the Annual Meeting.

JAIME

ARDILA

 

 

LOGO

 

DIRECTOR SINCE 2013

 

INDEPENDENT

 

63 YEARS OLD

 

AUDIT COMMITTEE  (Member)

 

FINANCE COMMITTEE (Chair)

 

 

Jaime Ardila was formerly the executive vice president of automobile manufacturer General Motors Company (“GM”), president of GM’s South America region and was a member of GM’s executive committee, from 2010 until his retirement in March 2016. He previously served as president and managing director of GM’s operations in Brazil, Argentina, Uruguay and Paraguay from November 2007 to June 2010. Prior to serving in that role, he served as vice president and chief financial officer of GM’s Latin America, Africa and Middle East region from March 2003 to October 2007, as president and managing director of GM Argentina from March 2001 to February 2003, and as president of GM Colombia from March 1999 to March 2001. Mr. Ardila joined GM in 1984 and held a variety of financial and senior positions with the company, primarily in Latin America, as well as in Europe and the United States. From 1996 to 1998, Mr. Ardila served as the managing director, Colombian Operations, of N M Rothschild & Sons Ltd and then rejoined GM in 1998 as president of GM Ecuador.

 

Mr. Ardila is vice chairman of the board of Ecopetrol S.A. and chairman of the board of Goldman Sachs BDC, Inc.

 

 

SPECIFIC EXPERTISE: Mr. Ardila brings to the Board significant managerial, operational and global experience as a result of the various senior positions he has held with GM, including as executive vice president of GM and president of GM South America. The Board also benefits from his broad experience in manufacturing and knowledge of the Latin American market.

HERBERT

HAINER

 

 

LOGO

 

DIRECTOR SINCE 2016

 

INDEPENDENT

 

64 YEARS OLD

 

COMPENSATION COMMITTEE  (Member)

 

FINANCE COMMITTEE (Member)

 

 

Herbert Hainer was the chief executive officer of the sporting goods company adidas AG (“adidas”) from March 2001 until his retirement in September 2016. Mr. Hainer was also a member of the adidas executive board from March 1997 until his retirement. Mr. Hainer previously served as senior vice president of sales and logistics of adidas in Europe, Africa and the Middle East from 1996 until March 1997. Prior to serving in that role, he served as managing director of sales and logistics of adidas Germany from 1993 until 1995 and prior to that as national sales director of adidas Germany from 1991 until 1993. Mr. Hainer joined adidas in 1987 and held a variety of senior positions with the company. From 1979 to 1987, Mr. Hainer served as division manager sales and marketing Germany of Procter & Gamble GmbH.

 

Mr. Hainer is a director of Deutsche Lufthansa AG and Allianz SE.

 

 

SPECIFIC EXPERTISE: Mr. Hainer brings to the Board significant managerial, operational and global experience as a result of the various senior positions he held during his tenure with adidas, including as its chief executive officer. The Board also benefits from his experience in sales, knowledge of the European market and significant experience in international business.


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ACCENTURE 2018 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   20

 

 

MARJORIE

MAGNER

 

 

LOGO

 

DIRECTOR SINCE 2006

 

INDEPENDENT

 

LEAD DIRECTOR

 

69 YEARS OLD

 

COMPENSATION COMMITTEE (Chair)

 

NOMINATING & GOVERNANCE
COMMITTEE
(Member)

 

 

Marjorie Magner has been our lead director since January 2014. Ms. Magner is currently a partner with Brysam Global Partners, LLC, a private equity firm she co-founded in 2007 that invests in financial services companies. She was the chairman and chief executive officer, Global Consumer Group, of Citigroup Inc. from 2003 to October 2005. Ms. Magner previously held various other positions within Citigroup Inc., including chief operating officer, Global Consumer Group, from April 2002 to August 2003, and chief administrative officer and senior executive vice president from January 2000 to April 2002.

 

Ms. Magner is a director of Ally Financial Inc. and served on the board of TEGNA Inc. (formerly known as Gannett Co., Inc.) from 2006 to 2018, including as non-executive chairman from 2011 to 2018.

 

 

SPECIFIC EXPERTISE: Ms. Magner brings to the Board significant business experience and operations expertise gained from the various senior management roles that she has held with Citigroup Inc. and as a partner with a private equity firm that she co-founded as well as through her service as a director of other public company boards. Ms. Magner also has leadership experience and perspective from her work in various philanthropic endeavors as an advocate on issues affecting consumers, women and youth globally.

NANCY

MCKINSTRY

 

 

LOGO

 

DIRECTOR SINCE 2016

 

INDEPENDENT

 

59 YEARS OLD

 

COMPENSATION COMMITTEE (Member)

 

NOMINATING & GOVERNANCE
COMMITTEE
(Member)

 

 

Nancy McKinstry has been chief executive officer and chairman of the executive board of Wolters Kluwer N.V. (“Wolters Kluwer”), a global professional information services and solutions company, since September 2003 and a member of its executive board since 2001. Before assuming her current position, Ms. McKinstry gained more than a decade of experience with Wolters Kluwer and its North American subsidiaries, serving as chief executive officer of CCH Legal Information Services for three years and as chief executive officer of operations in North America. Earlier in her career, she was a principal with Booz & Company (formerly Booz Allen Hamilton Inc.), focusing on media and technology.

 

Ms. McKinstry is a director of Abbott Laboratories.

 

 

SPECIFIC EXPERTISE: Ms. McKinstry brings to the Board strong experience in the professional services sector from her long career at Wolters Kluwer, where she has led the company’s digital transformation, as well as broad international perspective as both the chief executive officer of a global company and a director of large, multinational companies. The Board also benefits from her experience in the European market and her background in the digital, media and technology industries.


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ACCENTURE 2018 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   21

 

 

PIERRE

NANTERME

 

 

LOGO

 

DIRECTOR SINCE 2010

 

CHAIRMAN & CEO

 

59 YEARS OLD

 

 

Pierre Nanterme became chairman of the Board of Directors in February 2013. He has served as our chief executive officer since January 2011 and as a Board member since October 2010. Mr. Nanterme joined Accenture’s global management committee in 2006, and was group chief executive of our Financial Services operating group from September 2007 to December 2010. Prior to assuming this role, Mr. Nanterme was our chief leadership officer from May 2006 through August 2007, with primary responsibility for Accenture’s leadership development program as well as our global corporate citizenship initiatives. Earlier in his career with the Company, he held various leadership roles, primarily in Financial Services, and also was our country managing director for France from November 2005 through August 2007. Prior to the merger of Accenture Holdings plc with and into Accenture plc on March 13, 2018, Mr. Nanterme served on the board of Accenture Holdings plc.

 

 

SPECIFIC EXPERTISE: Mr. Nanterme brings to the Board a deep knowledge of Accenture’s business, growth strategy and human capital strategy—as well as extensive experience serving our clients—from his 35 years with the Company, including his executive roles as chairman, chief executive officer, group chief executive—Financial Services, and chief leadership officer. Given his role representing Accenture at leading external forums such as the B20 Summit and the World Economic Forum, Mr. Nanterme also brings to the Board a broad understanding of the global economy as well as the technology marketplace and competitive landscape.

GILLES C.

PÉLISSON

 

 

LOGO

 

DIRECTOR SINCE 2012

 

INDEPENDENT

 

61 YEARS OLD

 

NOMINATING & GOVERNANCE
COMMITTEE
(Chair)

 

 

Gilles C. Pélisson has been the chairman and chief executive officer of TF1 Group, a leading French broadcasting company, since February 2016. He previously served as chief executive officer of global hotel group Accor from 2006 until December 2010 and also as its chairman from 2009 until January 2011. Mr. Pélisson served as chief executive officer of mobile operator Bouygues Telecom from 2001 to 2005 and also as its chairman from 2004 to 2005. From 2000 to 2001, he was with the SUEZ group, and in 2000 he became chairman of Noos, a cable network operator. Mr. Pélisson served as the chief executive officer of Disneyland Paris Resort from 1995 to 2000 and also as its chairman starting in 1997.

 

 

SPECIFIC EXPERTISE: Mr. Pélisson brings to the Board significant managerial, operational and global experience from his tenure as chairman and chief executive officer of TF1 Group, as chairman and chief executive officer of Accor, as chairman and chief executive officer of Bouygues Telecom, as chairman and chief executive officer of Disneyland Paris and from other senior executive positions he has held at several other companies as well as his previous service as a director of other public company boards. The Board also benefits from his broad experience in the European and Asian markets, as well as his experience in governance.


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ACCENTURE 2018 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   22

 

 

PAULA A.

PRICE

 

 

LOGO

 

DIRECTOR SINCE 2014

 

INDEPENDENT

 

57 YEARS OLD

 

AUDIT COMMITTEE (Chair)

 

COMPENSATION COMMITTEE (Member)

 

 

Paula A. Price has been the chief financial officer of Macy’s, Inc., an omni-channel retailer of apparel, accessories and other goods, since July 2018. From 2014 to 2018, she was a full-time senior lecturer at Harvard Business School. Prior to joining the faculty of Harvard Business School, she was executive vice president and chief financial officer of Ahold USA, a U.S. grocery retailer, which she joined in 2009. Prior to joining Ahold USA, Ms. Price was senior vice president, controller and chief accounting officer at CVS Caremark. Earlier in her career, Ms. Price was the chief financial officer of the Institutional Trust Services division of JPMorgan Chase & Co. and also held senior management positions at Prudential Insurance Co. of America, Diageo and Kraft Foods. A certified public accountant, she began her career at Arthur Andersen & Co.

 

Ms. Price is a director of Western Digital Corporation. She previously served on the board of Dollar General Corporation from 2014 to 2018.

 

 

SPECIFIC EXPERTISE: Ms. Price brings to the Board broad experience across finance, general management and strategy gained from her service in senior executive and management positions at major corporations across several industries, including, in particular, the retail, financial services and consumer packaged goods industries. She brings to the Board an important perspective from her experience as a chief financial officer, a member of the faculty of Harvard Business School and from her service as a director of other public company boards. The Board also benefits from her extensive background in finance and accounting matters.

VENKATA (MURTHY)

RENDUCHINTALA

 

 

LOGO

 

DIRECTOR SINCE  2018

 

INDEPENDENT

 

53 YEARS OLD

 

AUDIT COMMITTEE (Member)

 

 

Venkata (Murthy) Renduchintala has been chief engineering officer at Intel Corporation, a computer products and technology company, since November 2015. He also serves as president of the technology, systems architecture and client group. Before assuming his current position, Dr. Renduchintala held various senior positions at Qualcomm Incorporated, a mobile technology company, most recently as executive vice president, Qualcomm Technologies and Co-President of Qualcomm CDMA Technologies from 2012 to 2015, where he led the semiconductor business in the computer and mobile segments. Dr. Renduchintala joined Qualcomm Technologies in 2004 from Skyworks Solutions, Inc., where he was vice president and general manager of the Cellular Systems Division from 2000 to 2004. Prior to Skyworks, he spent a decade with Philips Electronics, Inc. progressing to become vice president of engineering for its consumer communications business.

 

 

SPECIFIC EXPERTISE: Dr. Renduchintala brings to the Board global experience through his tenure as an executive at Intel Corporation and prior positions at Qualcomm, Skyworks and Philips Electronics. Dr. Renduchintala also brings deep technology expertise, with an important perspective on mobile Internet of Things, among other areas that are of relevance to Accenture.


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ACCENTURE 2018 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   23

 

 

ARUN

SARIN

 

 

LOGO

 

DIRECTOR SINCE  2015

 

INDEPENDENT

 

64 YEARS OLD

 

COMPENSATION COMMITTEE (Member)

 

NOMINATING & GOVERNANCE
COMMITTEE
(Member)

 

 

Arun Sarin was chief executive officer of Vodafone Group Plc (“Vodafone”) from 2003 until his retirement in 2008, and also served as a director of Vodafone from 1999 to 2008. Mr. Sarin began his career at Pacific Telesis Group in 1984. He progressed through various management positions there and at AirTouch Communications Inc., which Pacific Telesis spun off in 1994, and was named president and chief operating officer of AirTouch in 1997. After AirTouch merged with Vodafone in 1999, he was appointed chief executive officer of Vodafone’s U.S./Asia-Pacific region. He left Vodafone in 2000 to become chief executive officer of InfoSpace, Inc., and from 2001 until 2003, he served as chief executive officer of Accel-KKR Telecom. Mr. Sarin rejoined Vodafone in 2003 as its group chief executive officer. After his retirement in 2008, he served as a senior advisor to Kohlberg Kravis Roberts & Co. for five years.

 

Mr. Sarin is a director of Cisco Systems, Inc. and The Charles Schwab Corporation. He previously served as a director of Safeway, Inc. from 2009 to 2015 and Blackhawk Network Holdings, Inc. from 2009 to 2018.

 

 

SPECIFIC EXPERTISE: Mr. Sarin brings to the Board significant global, managerial and financial experience as a result of his tenure as chief executive officer at Vodafone and prior senior executive experience. The Board benefits from his technology background and experience in the telecommunications industry. Mr. Sarin also brings an important perspective from his service as a director of other global, public company boards.

FRANK K.

TANG

 

 

LOGO

 

DIRECTOR SINCE  2014

 

INDEPENDENT

 

50 YEARS OLD

 

FINANCE COMMITTEE (Member)

 

 

Frank K. Tang is chairman and chief executive officer of FountainVest Partners (“FountainVest”), a leading private equity firm focusing on investments in China. Before co-founding FountainVest in 2007, Mr. Tang was senior managing director and head of China investments at Temasek Holdings. Prior to joining Temasek in 2005, Mr. Tang was a managing director at Goldman Sachs, where he worked for nearly 11 years, including as the head of the telecommunications, media and technology investment banking group in Asia, excluding Japan.

 

Mr. Tang is a director of Weibo Corporation.

 

 

SPECIFIC EXPERTISE: Mr. Tang brings to the Board significant business and leadership experience both in investment banking, from his tenure at Goldman Sachs, and in private equity, as a co-founder of FountainVest Partners and as a senior managing director and head of China investments at Temasek Holdings. The Board also benefits from his deep knowledge and expertise in the Asian markets, particularly with respect to China.


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ACCENTURE 2018 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   24

 

 

TRACEY T.

TRAVIS

 

 

LOGO

 

DIRECTOR SINCE  2017

 

INDEPENDENT

 

56 YEARS OLD

 

AUDIT COMMITTEE (Member)

 

FINANCE COMMITTEE (Member)

 

 

Tracey T. Travis has been executive vice president and chief financial officer of The Estée Lauder Companies Inc., a global manufacturer and marketer of skin care, makeup, fragrance and hair care products, since 2012. Before assuming her current position, Ms. Travis served as the senior vice president of finance and chief financial officer of Ralph Lauren Corporation from January 2005 through July 2012. From 2001 to 2004, Ms. Travis was with Limited Brands where she served as senior vice president of Finance from 2002 to 2004 and chief financial officer of Intimate Brands Inc. from 2001 to 2002. From 1999 to 2001 Ms. Travis was chief financial officer of the Americas Group of American National Can, where she led both the finance and information technology groups. From 1989 to 1999, Ms. Travis held various management positions at PepsiCo/Pepsi Bottling Group. Ms. Travis began her career at General Motors Co. as an engineer and senior financial analyst.

 

Ms. Travis previously served as a director of Campbell Soup Company from 2011 to 2017.

 

 

SPECIFIC EXPERTISE: Ms. Travis brings to the Board significant experience in both finance and operations management in various industries through her experience as the chief financial officer of The Estée Lauder Companies Inc. and prior positions at Ralph Lauren, Limited Brands, PepsiCo and General Motors. Ms. Travis also brings an important perspective from her service as a director of other public company boards.

Charles H. Giancarlo is not subject to re-appointment at the Annual Meeting.


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ACCENTURE 2018 PROXY STATEMENT     25

 

 

DIRECTOR

COMPENSATION

             The Compensation Committee reviews and, based in part on the advice of its independent consultant, makes recommendations to the full Board with respect to the compensation of our independent directors annually or more frequently as circumstances may warrant. The full Board reviews these recommendations and makes a final determination on the compensation of our directors. The Compensation Committee's review of director compensation in fiscal 2018
included consideration of the compensation practices of the boards of directors of relevant peer companies and the general market, as well as a study by its independent consultant, which was prepared at the request of the Compensation Committee. After review of the Compensation Committee’s recommendation, the Board approved the independent director compensation for fiscal 2018 below.

ELEMENTS OF DIRECTOR COMPENSATION

Each independent director receives annual compensation in the form of an annual cash retainer and an annual equity retainer, as well as the additional retainers as noted below:

 

 

DIRECTOR COMPENSATION (1)

 

LOGO

  

 

Additional Annual Retainers

 

•   $25,000 for Audit Committee Chair

 

•   $15,000 for each Audit Committee Member

 

•   $20,000 for each Compensation, Finance and
Nominating & Governance Committee Chair

 

•   $10,000 for each Compensation, Finance and
Nominating & Governance Committee Member

 

•   $42,500 for Lead Independent Director

 

(1)  Each of our independent directors may elect to receive the annual retainer and other retainers in the form of cash, entirely in the form of restricted share units (“RSUs”) or one-half in cash and one-half in RSUs. Grants of RSUs to our directors are fully vested on the date of grant, and future delivery of the underlying shares is not dependent on a director’s continued service. Directors are entitled to a proportional number of additional RSUs on outstanding awards if we pay a dividend. The underlying shares for RSU awards granted in fiscal 2018 will be delivered 1 year after the grant date; directors may not further delay delivery of the shares. Newly appointed directors also receive an initial award of fully-vested RSUs valued at approximately $200,000 upon appointment to the Board.

Governance Features

Our compensation program for independent directors operates with the following governance features:

 

  Equity Ownership Requirements. Directors must maintain ownership of Accenture equity having a fair market value equal to 3 times the value of the annual director equity grants. This requirement must be met by each director within 3 years of joining the Board. Each of our directors who had been a director for 3 or more years met this requirement in fiscal 2018.

 

  Limit on Director Compensation. Annual limit of $750,000 in maximum aggregate compensation per individual independent director.

 

  Trading Windows. Our directors can only transact in Accenture securities during approved trading windows after satisfying mandatory clearance requirements.
  Hedging Prohibition. Our Restricted Persons Trading policy prohibits our directors from hedging or pledging Accenture securities.

 

  Other Compensation. Our independent directors do not receive any non-equity incentive plan compensation, participate in any Accenture pension plans or have any non-qualified deferred compensation earnings. We provide our directors with directors and officers liability insurance as part of our corporate insurance policies and have entered into indemnification agreements with each of our directors. We also reimburse our directors for reasonable travel and related fees and expenses incurred in connection with their participation in Board or Board committee meetings and other related activities, such as site visits and presentations in which they engage as directors.
 


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ACCENTURE 2018 PROXY STATEMENT   Director Compensation   26

 

 

DIRECTOR COMPENSATION FOR FISCAL 2018

As described more fully above, the following table summarizes the annual compensation for our independent directors during fiscal 2018:

 

Name

 

  

Fees Earned or
Paid in Cash($) (1)

 

    

Stock

Awards($) (2)(3)

 

    

All Other

Compensation($) (4)

 

    

Total($)

 

 

 

Jaime Ardila

 

   $

 

135,000

 

 

 

   $

 

199,992

 

 

 

    

 

 

 

 

   $

 

334,992

 

 

 

 

Charles H. Giancarlo (5)

 

   $

 

120,000

 

 

 

   $

 

199,956

 

 

 

    

 

 

 

 

   $

 

319,956

 

 

 

 

Herbert Hainer

 

   $

 

120,000

 

 

 

   $

 

199,956

 

 

 

    

 

 

 

 

   $

 

319,956

 

 

 

 

William L. Kimsey (6)

 

    

 

 

 

 

    

 

 

 

 

   $

 

19,144

 

 

 

   $

 

19,144

 

 

 

 

Marjorie Magner

 

   $

 

162,500

 

 

 

   $

 

199,992

 

 

 

    

 

 

 

 

   $

 

362,492

 

 

 

 

Nancy McKinstry

 

   $

 

125,000

 

 

 

   $

 

199,892

 

 

 

    

 

 

 

 

   $

 

324,892

 

 

 

 

Gilles C. Pélisson

 

   $

 

120,000

 

 

 

   $

 

199,956

 

 

 

    

 

 

 

 

   $

 

319,956

 

 

 

 

Paula A. Price

 

   $

 

135,000

 

 

 

   $

 

199,992

 

 

 

    

 

 

 

 

   $

 

334,992

 

 

 

 

Venkata (Murthy) Renduchintala

 

   $

 

94,499

 

 

 

   $

 

199,868

 

 

 

    

 

 

 

 

   $

 

294,367

 

 

 

 

Arun Sarin

 

   $

 

120,000

 

 

 

   $

 

199,992

 

 

 

    

 

 

 

 

   $

 

319,992

 

 

 

 

Frank K. Tang

 

   $

 

110,000

 

 

 

   $

 

199,972

 

 

 

    

 

 

 

 

   $

 

309,972

 

 

 

 

Tracey T. Travis

 

   $

 

125,000

 

 

 

   $

 

199,892

 

 

 

    

 

 

 

 

   $

 

324,892

 

 

 

 

(1)

The annual retainers and additional retainers for Board committee service paid to our independent directors during fiscal 2018 were as follows:

 

Name

 

  

Annual
Retainer($)

 

    

Committee Chair
Retainer($)

 

    

Committee Member
Retainer($)

 

    

Total($)

 

 

 

Jaime Ardila

 

   $

 

100,000

 

 

 

   $

 

20,000

 

 

 

   $

 

15,000

 

 

 

   $

 

135,000

 

 

 

 

Charles H. Giancarlo (a)

 

   $

 

100,000

 

 

 

    

 

 

 

 

   $

 

20,000

 

 

 

   $

 

120,000

 

 

 

 

Herbert Hainer (a)

 

   $

 

100,000

 

 

 

    

 

 

 

 

   $

 

20,000

 

 

 

   $

 

120,000

 

 

 

 

William L. Kimsey

 

    

 

 

 

 

    

 

 

 

 

    

 

 

 

 

    

 

 

 

 

 

Marjorie Magner

 

   $

 

142,500

 

 

 

   $

 

20,000

 

 

 

    

 

 

 

 

   $

 

162,500

 

 

 

 

Nancy McKinstry (a)

 

   $

 

100,000

 

 

 

    

 

 

 

 

   $

 

25,000

 

 

 

   $

 

125,000

 

 

 

 

Gilles C. Pélisson (a)

 

   $

 

100,000

 

 

 

   $

 

20,000

 

 

 

    

 

 

 

 

   $

 

120,000

 

 

 

 

Paula A. Price

 

   $

 

100,000

 

 

 

   $

 

25,000

 

 

 

   $

 

10,000

 

 

 

   $

 

135,000

 

 

 

 

Venkata (Murthy) Renduchintala (b)

 

   $

 

  82,173

 

 

 

    

 

 

 

 

   $

 

12,326

 

 

 

   $

 

  94,499

 

 

 

 

Arun Sarin

 

   $

 

100,000

 

 

 

    

 

 

 

 

   $

 

20,000

 

 

 

   $

 

120,000

 

 

 

 

Frank K. Tang (a)

 

   $

 

100,000

 

 

 

    

 

 

 

 

   $

 

10,000

 

 

 

   $

 

110,000

 

 

 

 

Tracey T. Travis (a)

 

   $

 

100,000

 

 

 

    

 

 

 

 

   $

 

25,000

 

 

 

   $

 

125,000

 

 

 

 

  (a)

Messrs. Giancarlo, Hainer, Pélisson and Tang elected to receive 100% of their retainers in the form of fully vested RSUs, with a grant date fair value approximately equal to the cash amount that they would otherwise have received. Ms. McKinstry and Ms. Travis elected to receive 50% of their retainers in the form of fully vested RSUs, with a grant date fair value approximately equal to 50% of the cash amount that they would otherwise have received. The number of fully vested RSUs awarded was based on the fair market value of Accenture plc Class A ordinary shares on the date of grant, rounded down to the nearest number of whole shares.

 

  (b)

Dr. Renduchintala, who was appointed to the Board on April 12, 2018, received a pro rata portion of the retainers, based on the number of days remaining in the 2018 director compensation year after the date of his appointment. Dr. Renduchintala elected to receive 100% of his pro rata retainers in the form of fully vested RSUs, with a grant date fair value approximately equal to the cash amount that he would otherwise have received. The number of fully vested RSUs awarded was based on the fair market value of Accenture plc Class A ordinary shares on the date of grant, rounded down to the nearest number of whole shares.

 

(2)

Represents aggregate grant date fair value of stock awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“Topic 718”), without taking into account estimated forfeitures. For more information, please refer to Note 11 (Share-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended August 31, 2018. Reflects the grant of a whole number of shares. With the exception of the award of RSUs with a grant date value equal to $199,868 awarded to Dr. Renduchintala in connection with his appointment to the Board, all other RSU awards represent annual grants to our directors.


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ACCENTURE 2018 PROXY STATEMENT   Director Compensation   27

 

 

(3)

The aggregate number of vested RSU awards outstanding at the end of fiscal 2018 for each of our independent directors was as follows:

 

Name

 

  

Aggregate Number of Vested RSU Awards Outstanding as of
August 31, 2018

 

 

 

Jaime Ardila

 

    

 

1,294

 

 

 

 

Charles H. Giancarlo

 

    

 

2,069

 

 

 

 

Herbert Hainer

 

    

 

2,069

 

 

 

 

William L. Kimsey

 

    

 

 

 

 

 

Marjorie Magner

 

    

 

1,294

 

 

 

 

Nancy McKinstry

 

    

 

1,697

 

 

 

 

Gilles C. Pélisson

 

    

 

2,069

 

 

 

 

Paula A. Price

 

    

 

1,294

 

 

 

 

Venkata (Murthy) Renduchintala

 

    

 

1,949

 

 

 

 

Arun Sarin

 

    

 

1,294

 

 

 

 

Frank K. Tang

 

    

 

2,005

 

 

 

 

Tracey T. Travis

 

    

 

1,697

 

 

 

 

(4)

The aggregate amount of perquisites and other personal benefits received by each of our other independent directors in fiscal 2018 was less than $10,000.

 

(5)

Director is not subject to re-appointment at the Annual Meeting.

 

(6)

Under SEC rules, this director is required to be included in the Director Compensation Table as he served on the Board during a portion of fiscal 2018. This director retired from the Board on February 7, 2018 and did not receive any retainer in fiscal 2018. The amount included in the “all other compensation” column reflects tax preparation fees for Mr. Kimsey and the aggregate incremental cost of travel, meals, accommodation and a gift in connection with Mr. Kimsey’s and his spouse’s attendance at a dinner held at the April 2018 Board meeting in Ireland in honor of Mr. Kimsey’s retirement from the Board after 14 years of service.


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ACCENTURE 2018 PROXY STATEMENT     28

 

 

BENEFICIAL OWNERSHIP

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the federal securities laws, our directors, executive officers and beneficial owners of more than 10% of Accenture plc’s Class A ordinary shares or Class X ordinary shares are required within a prescribed period of time to report to the SEC transactions and holdings in such shares. Based solely on a review of the copies of these forms received by us and on written representations from certain reporting persons that no Form 5 was required to be filed, we believe that during fiscal 2018 all of these filing requirements were satisfied in a timely manner.

BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

To our knowledge, except as otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares beneficially owned by him or her. For purposes of the table below, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which a person is deemed to have “beneficial ownership” of any shares that such person has the right to acquire within 60 days after December 3, 2018. For purposes of computing the percentage of outstanding shares held by each person or group of persons named below, any shares that such person or group of persons has the right to acquire within 60 days after December 3, 2018 are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or group of persons.

The following beneficial ownership table sets forth, as of December 3, 2018, information regarding the beneficial ownership of Accenture plc Class A ordinary shares held by: (1) each of our directors and named executive officers; and (2) all of our current directors and executive officers as a group. No person listed below owns any Accenture plc Class X ordinary shares.

 

    Accenture plc Class A
Ordinary Shares
 

Name of Beneficial Owner (1)

 

 

 

Shares
Beneficially
Owned(#)

 

   

% Shares
Beneficially
Owned

 

 

 

Pierre Nanterme

 

   

 

385,458

 

 

 

   

 

*%

 

 

 

 

Jaime Ardila

 

   

 

9,190

 

 

 

   

 

*   

 

 

 

 

Charles H. Giancarlo

 

   

 

21,866

 

 

 

   

 

*   

 

 

 

 

Herbert Hainer

 

   

 

2,471

 

 

 

   

 

*   

 

 

 

 

Marjorie Magner

 

   

 

13,233

 

 

 

   

 

*   

 

 

 

 

Nancy McKinstry

 

   

 

1,859

 

 

 

   

 

*   

 

 

 

 

Gilles C. Pélisson

 

   

 

11,896

 

 

 

   

 

*   

 

 

 

 

Paula A. Price

 

   

 

5,156

 

 

 

   

 

*   

 

 

 

 

Venkata (Murthy) Renduchintala

 

   

 

 

 

 

   

 

*   

 

 

 

 

Arun Sarin

 

   

 

3,288

 

 

 

   

 

*   

 

 

 

 

Frank K. Tang

 

   

 

5,614

 

 

 

   

 

*   

 

 

 

 

Tracey T. Travis

 

   

 

892

 

 

 

   

 

*   

 

 

 

 

David P. Rowland

 

   

 

24,438

 

 

 

   

 

*   

 

 

 

 

Gianfranco Casati

 

   

 

45,023

 

 

 

   

 

*   

 

 

 

 

Alexander Van ’t Noordende (2)

 

   

 

122,314

 

 

 

   

 

*   

 

 

 

 

Julie Sweet (3)

 

   

 

8,484

 

 

 

   

 

*   

 

 

 

 

All Directors and Executive Officers as a Group (24 Persons) (4)

 

   

 

1,183,588

 

 

 

   

 

*%

 

 

 

 

*

Less than 1% of Accenture plc’s Class A ordinary shares outstanding.

 

(1)

Address for all persons listed is c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA.

 

(2)

Includes 5,473 RSUs that could be delivered as shares within 60 days from December 3, 2018.

 

(3)

Includes 5,026 RSUs that could be delivered as shares within 60 days from December 3, 2018.

 

(4)

Includes 44,161 RSUs that could be delivered as shares within 60 days from December 3, 2018.


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ACCENTURE 2018 PROXY STATEMENT   Beneficial Ownership   29

 

 

BENEFICIAL OWNERSHIP OF MORE THAN 5%

Based on information available as of December 3, 2018, no person beneficially owned more than 5% of Accenture plc’s Class X ordinary shares, and the only persons known by us to be a beneficial owner of more than 5% of Accenture plc’s Class A ordinary shares outstanding (which does not include shares held by Accenture) were as follows:

 

    

Accenture plc Class A

Ordinary Shares

 

 

Name and Address of Beneficial Owner

 

  

 

Shares
Beneficially
Owned

 

    

 

% Shares
Beneficially
Owned

 

 

 

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355 (1)

 

  

 

 

 

49,787,583

 

 

  

 

 

 

8.1%

 

 

 

BlackRock, Inc.

55 East 52nd Street

New York, NY 10022 (2)

 

  

 

 

 

39,487,294

 

 

  

 

 

 

6.1%

 

 

 

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, MA 02199 (3)

 

  

 

 

 

38,382,681

 

 

  

 

 

 

6.0%

 

 

 

(1)

Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on February 8, 2018 by Vanguard and certain related entities reporting sole power to vote or direct the vote over 883,619 Class A ordinary shares, sole power to dispose or direct the disposition of 48,776,758 Class A ordinary shares, shared power to vote or direct the vote over 148,606 Class A ordinary shares and shared power to dispose or direct the disposition of 1,010,825 Class A ordinary shares.

 

(2)

Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on January 30, 2018 by BlackRock and certain related entities reporting sole power to vote or direct the vote over 33,293,460 Class A ordinary shares and sole power to dispose or direct the disposition of 39,487,294 Class A ordinary shares.

 

(3)

Based solely on the information reported by Massachusetts Financial Services Company in a Notification of Holdings under Irish law provided to Accenture on March 19, 2018 and reporting ownership as of March 15, 2018. On such date, Massachusetts Financial Services Company held an interest in 38,382,681 Class A ordinary shares.

As of December 3, 2018, Accenture beneficially owned an aggregate of 28,092,464 Accenture plc Class A ordinary shares, or 4.2% of the issued Class A ordinary shares. Class A ordinary shares held by Accenture may not be voted and, accordingly, will have no impact on the outcome of any vote of the shareholders of Accenture plc.


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   30

 

 

 

PROPOSAL 2:

NON-BINDING VOTE ON EXECUTIVE COMPENSATION

 

 

        

 

 

We are pleased to provide our shareholders the opportunity to vote on a non-binding advisory resolution to approve the compensation of our named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion.

 

In considering their vote, we urge shareholders to review the information on Accenture’s compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis on pages 31 to 47, as well as the discussion regarding the Compensation Committee on pages 9 to 10.

The shareholder vote on this resolution will not be binding on management or the Board; however, the Board and the Compensation Committee value the opinions of our shareholders and will review and consider the voting results when making future compensation decisions for our named executive officers.

Shareholders continued to show strong support of our executive compensation programs , with approximately 95% of the votes cast for the approval of the “say-on-pay” proposal at our 2018 annual general meeting of shareholders.

Accenture employs a pay-for-performance philosophy for our entire global management committee and all of our named executive officers. Our compensation philosophy and framework have resulted in compensation for our named executive officers that reflects the Company’s financial results and the other performance factors described in “—Compensation Discussion and Analysis—Process for Determining Executive Compensation.” Our annualized total shareholder return for the 3-year period ended August 31, 2018 was 23.9%, which was in the 76th percentile among our peers, and our annualized total shareholder return for the 5-year period ended August 31, 2018 was 21.1%, which was in the 91st percentile among our peers.

As required under Irish law, the resolution in respect of Proposal 2 is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast.

THE TEXT OF THE RESOLUTION IN RESPECT OF

PROPOSAL 2 IS AS FOLLOWS:

“Resolved, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby approved.”

 

 

LOGO

The Board recommends that you vote FOR the approval of the compensation of our named executive officers.


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ACCENTURE 2018 PROXY STATEMENT     31

 

 

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

In this section, we review the objectives and elements of Accenture’s executive compensation program, its alignment with Accenture’s performance and the 2018 compensation decisions regarding our named executive officers.

Table of Contents

 

 

EXECUTIVE SUMMARY

     32  

 

Overview

     32  

 

Named Executive Officers

     32  

 

Elements of Compensation

     32  

 

Fiscal 2018 Chairman and Chief Executive Officer Compensation Highlights

     33  

 

COMPANY HIGHLIGHTS

     34  

 

Fiscal 2018 Company Performance

     34  

 

Historical Financial Performance

     35  

 

COMPENSATION PRACTICES

     36  

 

PAY-FOR-PERFORMANCE

     37  

 

SAY-ON-PAY VOTE

     38  

 

PROCESS FOR DETERMINING EXECUTIVE COMPENSATION

     38  

 

Performance Objectives Used in Evaluations

     38  

 

FISCAL 2018 COMPENSATION DECISIONS

     40  

 

Chairman and Chief Executive Officer

     40  

 

Named Executive Officers Other than the Chairman and Chief Executive Officer

     41  

 

Role of Benchmarking

     41  

 

COMPENSATION PROGRAMS

     43  

 

Cash Compensation

     43  

 

Long-Term Equity Compensation

     44  

 

Other Compensation

     45  

 

ADDITIONAL INFORMATION

     45  

 

Equity Ownership Requirements

     45  

 

Derivatives and Hedging

     45  

 

Pledging Company Securities

     45  

 

Employment Agreements and Post-Termination Compensation

     45  

 

No Change in Control Arrangements

     46  

 

Clawback Policy

     46  

 

Compensation Risk Assessment and Management

     47  


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   32

 

 

EXECUTIVE SUMMARY

Overview

Accenture is one of the world’s leading professional services companies with approximately 459,000 people serving clients in a broad range of industries, with offices and operations in more than 200 cities in 52 countries. Our five operating groups, organized by industry, bring together expertise from across the organization in strategy, consulting, digital, technology, including application services, and operations to deliver end-to-end services and solutions to our clients. One of our key goals is to have the best talent, with highly specialized skills, at the right levels in the right locations, to enhance our differentiation and competitiveness. We seek to reinforce our employees’ commitments to our clients, culture and values through a comprehensive performance management and compensation system and a career philosophy that provides rewards based on individual and Company performance.

Named Executive Officers

The Company’s named executive officers for the fiscal year ended August 31, 2018 are:

 

Name

 

 

Title

 

Pierre Nanterme

 

 

Chairman and Chief Executive Officer

 

David P. Rowland

 

 

Chief Financial Officer

 

Gianfranco Casati

 

 

Group Chief Executive—Growth Markets

 

Alexander M. van ’t Noordende

 

 

Group Chief Executive—Products

 

Julie Sweet

 

 

Chief Executive Officer—North America

 

Elements of Compensation

The significant components of our executive compensation programs include the following:

 

 

 

BASE COMPENSATION

 

 
 

Provides a fixed level of compensation to our named executive officers each year and reflects the named executive officer’s leadership role.

 

 
 
   
 

 

GLOBAL ANNUAL BONUS

 

 
 

Designed to tie pay to both individual and Company performance for the fiscal year. Bonuses are paid from funds accrued during the fiscal year based on Company financial performance, compared to the earnings and profitability targets for the year.

 

 
 
   
 

 

LONG-TERM EQUITY COMPENSATION

 

 
 

Key Executive Performance Share Program:

Primary program used to grant equity to our named executive officers and intended to be the most significant element of compensation. Vesting of awards is tied to meeting performance objectives related to operating income results and relative total shareholder return, in each case, over a 3-fiscal-year period.

 

 
 

 

Accenture Leadership Performance Equity Award Program:

Rewards high performers based on the individual’s performance and the Company’s performance, in each case with respect to performance in the prior fiscal year.

 

 
 

 

Voluntary Equity Investment Program:

Opportunity to designate up to 30% of cash compensation to make monthly purchases of Accenture shares with a 50% matching RSU grant following the end of the program year that generally vests 2 years later.

 

 
 
   
 

 

OTHER COMPENSATION

 

 
  Limited personal benefits to our named executive officers.  
   


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   33

 

 

Fiscal 2018 Chairman and Chief Executive Officer Compensation Highlights

The compensation decisions for fiscal 2018, including with respect to our chairman and chief executive officer, were tied to Company and individual performance. The Compensation Committee considered the Company’s very strong fiscal 2018 performance in making its compensation decisions.

 

LOGO

 

LOGO

CEO PAY-FOR-PERFORMANCE PEER COMPANIES 3-Year Realizable Total CEO Direct Compensation Percentile 3-Year Total Shareholder Return Percentile CEO COMPENSATION MIX 79% January 2019 Equity Awards 5% Base Compensation 16% Fiscal 2018 Global Annual Bonus 82% of the equity awards vest based on future company performance BASE COMPENSATION1 ANNUAL CASH INCENTIVE-FISCAL 2018 PERFORMANCE1 LONG-TERM EQUITY INCETIVE AWARDS - FISCAL 2019 GRANTS2 NO CHANGE 14% INCREASE 11% INCREASE 1 In local currency 2 Total target grant date fair value of equity awards to be made compared to prior year 100% 75% 50% 25% 0% 0% 25% 50% 75% 100% ACCENTURECEO PAY-FOR-PERFORMANCE PEER COMPANIES 3-Year Realizable Total CEO Direct Compensation Percentile 3-Year Total Shareholder Return Percentile CEO COMPENSATION MIX 79% January 2019 Equity Awards 5% Base Compensation 16% Fiscal 2018 Global Annual Bonus 82% of the equity awards vest based on future Company performance BASE COMPENSATION1 ANNUAL CASH INCENTIVE-FISCAL 2018 PERFORMANCE1 LONG-TERM EQUITY INCETIVE AWARDS - FISCAL 2019 GRANTS2 NO CHANGE 14% INCREASE 11% INCREASE 1 In local currency 2 Total target grant date fair value of equity awards to be made compared to prior year 100% 75% 50% 25% 0% 0% 25% 50% 75% 100% ACCENTURE


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   34

 

 

COMPANY HIGHLIGHTS

Fiscal 2018 Company Performance

The compensation of the Company’s named executive officers is tied to both Company and individual performance. In fiscal 2018, the Company delivered broad-based revenue growth, record new bookings and strong free cash flow, while returning significant cash to our shareholders.

 

 

NET REVENUES

       

 

NEW BOOKINGS

   

$39.6B

 

An increase of 14 percent in U.S. dollars and 10.5 percent in local currency from fiscal 2017. Includes approximately $23 billion from digital, cloud and security services—up approximately 25 percent in local currency

 

   

$42.8B

 

An increase of 15 percent in U.S. dollars and 12 percent in local currency from fiscal 2017

       

 

DILUTED EARNINGS PER SHARE

       

 

OPERATING MARGIN

   

$6.34

 

After excluding $0.40 in charges related to tax law changes in fiscal 2018 and a $0.47 pension settlement charge in fiscal 2017, adjusted EPS of $6.74 increased 14 percent from adjusted EPS of $5.91 in fiscal 2017

 

   

14.8%

 

Consistent with adjusted operating margin of 14.8 percent for fiscal 2017, which excludes a 150 basis-point impact from the pension settlement charge in fiscal 2017

 

       

 

FREE CASH FLOW

       

 

CASH RETURNED TO SHAREHOLDERS

   

$5.4B

 

Defined as operating cash flow of $6.0 billion net of property and equipment additions of $619 million

 

   

$4.3B

 

Defined as cash dividends of $1.7 billion plus share repurchases of $2.6 billion

 


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   35

 

 

Historical Financial Performance

The most significant element of named executive officer compensation is the Key Executive Performance Share Program, which rewards participants for driving the Company’s business to meet performance objectives over a 3-year period. This program is weighted 75% on cumulative operating income results and 25% on cumulative relative total shareholder return. See below for our historical performance, which demonstrates our focus on delivering shareholder value.

 

 

DURABLE REVENUE GROWTH

8% CAGR 1 in US Dollars

9% CAGR in local currency

 

LOGO

 

NET REVENUES

 

 

1  “CAGR” means Compound Annual Growth Rate

 

   

 

OPERATING MARGIN EXPANSION

50 Basis Point Expansion on a GAAP basis

30 Basis Point Expansion on an adjusted basis

 

LOGO

 

OPERATING MARGIN

 

LOGO  GAAP Operating Margin %     LOGO  Adjusted Operating Margin %

 

2  FY15 adjusted operating margin of 14.5% excludes the impact of a $64 million pension settlement charge

 

 

 

STRONG EARNINGS GROWTH

10% CAGR on a GAAP basis

12% CAGR on an adjusted basis

 

LOGO

 

EARNINGS PER SHARE

 

LOGO  GAAP EPS     LOGO  Adjusted EPS

 

3  FY15 adjusted diluted EPS of $4.82 excludes the impact of a pension settlement charge ($0.06 per share)

 

4  FY18 adjusted diluted EPS of $6.74 excludes the impact of tax law changes ($0.40 per share)

 

   

 

SIGNIFICANT CASH RETURNED TO

SHAREHOLDERS SINCE FISCAL 2015

9% CAGR dividends per share

$2.6B average repurchases per year

 

 

LOGO

 

CASH RETURNED TO SHAREHOLDERS

 

 

TOTAL SHAREHOLDER RETURN 5

 

LOGO

 

 

5  The performance graph above shows the cumulative total shareholder return on our Class A shares for the period starting on August 31, 2015, and ending on August 31, 2018. This is compared with the cumulative total returns over the same period of the S&P 500 Stock Index and the S&P 500 Information Technology Sector Index. The graph assumes that, on August 31, 2015, $100 was invested in our Class A shares and $100 was invested in each of the other two indices, with dividends reinvested on the ex-dividend date without payment of any commissions.

 

See “Reconciliation of Non-GAAP Measures to GAAP Measures” on page 73.


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   36

 

 

COMPENSATION PRACTICES

 

The Compensation Committee oversees the design and administration of the Company’s compensation programs. The compensation program for the named executive officers is designed to reward them for their overall contribution to Company performance, including the Company’s execution against its business plan and creation of shareholder value. The Compensation Committee recognizes that in a professional services firm, no one individual drives the Company’s results; it is the combination of individual performance and the collective leadership of our people around the world that is responsible for the success of the organization. Specifically, the program is designed to create shareholder value by:     

 

The Compensation Committee believes that a well-designed, consistently applied compensation program is fundamental to the creation of shareholder value over the long term

 

 

 

  Attracting and Retaining Talent. Discover and inspire the best executives who collectively are responsible for the success of Accenture;

 

  Rewarding Performance. Align market relevant rewards with Accenture’s principle of meritocracy by rewarding high performance;

 

  Providing Incentives. Offer a compelling reward structure that provides executives with an incentive to continue to expand their contributions to Accenture;
  Ensuring Affordability. Ensure that rewards are affordable to Accenture by aligning them to Accenture’s annual operating plan; and

 

  Mitigating Dilution. Mitigate the potential dilutive effect of our rewards.
 

 

The Compensation Committee and management seek to ensure that our individual executive compensation and benefits programs align with our core compensation philosophy. We maintain the following policies and practices that drive our named executive officer compensation programs:

 

 

 

WHAT WE DO

    

 

 

LOGO      Align our executive pay with performance

 

LOGO      Set very challenging performance objectives

 

LOGO      Appropriately balance short- and long-term incentives

 

LOGO      Align executive compensation with shareholder returns through performance-based equity incentive awards

 

LOGO      Use appropriate peer groups when establishing compensation

 

LOGO      Implement meaningful equity ownership guidelines

 

LOGO      Include caps on individual payouts in short- and long-term incentive plans

 

  

LOGO      Include a clawback policy for our cash and equity incentive awards

 

LOGO      Include non-solicitation and non-competition provisions in award agreements, with a clawback of equity under specified circumstances

 

LOGO      Mitigate potential dilutive effects of equity awards through our share repurchase programs

 

LOGO      Hold an annual “say-on-pay” advisory vote

 

LOGO      Conduct an annual compensation risk review and assessment

 

LOGO      Retain an independent compensation consultant

 

 
      
 

 

WHAT WE DON’T DO

    

 

 

LOGO     No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements

 

LOGO     No “golden parachutes,” change in control payments or excise tax gross-ups

 

LOGO     No change in control “single trigger” equity acceleration provisions

 

  

LOGO    No dividends or dividend equivalents paid until vesting

 

LOGO    No hedging or pledging of company shares

 

LOGO    No supplemental executive retirement plan

 

LOGO    No excessive perquisites

 

 


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   37

 

 

PAY-FOR-PERFORMANCE

The Compensation Committee believes that total compensation for the Company’s named executive officers should closely align with the Company’s performance and each individual’s performance. We use 3 broad themes to tie pay to performance for our named executive officers: driving growth by helping Accenture’s clients become high performance businesses; educating, energizing and inspiring Accenture’s people; and running Accenture as a high performance business .

Our named executive officers are eligible for a cash bonus award under our Global Annual Bonus program, which rewards them for Company and individual performance based on the achievement of numerous measures organized within these three broad themes. We also use 2 primary equity compensation programs for our named executive officers: the Key Executive Performance Share Program, which rewards achievement over a future 3-year performance period, and the Accenture Leadership Performance Equity Award Program, which rewards executives for performance in the preceding fiscal year.

 

When setting compensation, the Committee considers the Company’s performance and compensation earned over a multi-year period, in each case, relative to our peer group. As the graph below shows, the Company’s performance with respect to total shareholder return over a 3-year period was at the 76th percentile among the companies in our peer group as of August 31, 2018. The realizable total direct compensation for Accenture’s chairman and chief executive officer was at the 62nd percentile, which indicates that pay and performance are aligned.

    

 

CEO pay is

aligned with
Company
performance

 

 

 

 

 

 

LOGO

 

 

    

We define realizable total direct compensation as the sum of the following, based on information reported in each company’s most recent annual proxy statement:

 

  (1)

all cash compensation earned during the preceding 3-year period;

 

  (2)

the value of all time-vested restricted shares, RSUs, and (with respect to the peer companies) stock options granted during the preceding 3-year period, valued as of August 31, 2018; and

 

  (3)

the value of all performance-vested restricted shares and RSUs granted during the preceding 3-year period, based on actual performance results or estimated performance to date (based on proxy disclosures), valued as of August 31, 2018.

 

    

The companies included in our peer group used for benchmarking executive compensation are identified under “Compensation Discussion and Analysis—Fiscal 2018 Compensation Decisions—Role of Benchmarking” below. DXC Technology Company and Hewlett Packard Enterprise Company were not included in the above calculations due to lack of 3-year total shareholder return data as of August 31, 2018.

The average realizable total direct compensation for all of our named executive officers for the same 3-year period was in the 42nd percentile while our total shareholder return percentile was significantly higher.


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   38

 

 

SAY-ON-PAY VOTE

 

 

 

Each year, the Compensation Committee considers the outcome of the shareholder advisory vote on executive compensation when making future decisions relating to the compensation of our named executive officers and our executive compensation program and policies. Shareholders continued to show strong support of our executive compensation programs, with approximately 95% of the votes cast for the approval of the “say-on-pay” proposal at our 2018 annual general meeting of shareholders. Given this strong support, which we believe demonstrates our shareholders’ satisfaction with the alignment of our named executive officers’ compensation with the Company’s performance, the Compensation Committee determined not to implement any significant changes to our compensation programs in fiscal 2018 as a result of the shareholder advisory vote.

 

 

 

LOGO

 

 

PROCESS FOR DETERMINING EXECUTIVE COMPENSATION

The Compensation Committee evaluates overall Company performance for a fiscal year by reviewing the results achieved against the performance objectives for the year in the context of the overall performance of the market (as discussed below under “—Performance Objectives Used in Evaluations”) and then determining whether the Company exceeded, met or partially met the objectives as a whole for the year.

 

In October 2018, the Compensation Committee, in consultation with Messrs. Nanterme and Rowland, assessed the overall Company performance for fiscal 2018. In assessing overall Company performance, the Compensation Committee focused on those aspects of the Company’s performance reflected in the results discussed above. In making its determination, the Compensation Committee considered the Company’s very strong performance in fiscal 2018, sustained broad-based growth and continued execution of its strategy over multiple years. In addition, the Compensation Committee considered the Company’s leadership in key markets as it continued to invest significantly in our business. The Compensation Committee also specifically acknowledged the Company’s successful execution of its strategic objectives, significant milestones achieved and the external recognition the Company received for its achievements across a variety of categories.                  

 

 

The Compensation

Committee determined

that the Company’s

performance “exceeded” the objectives for the year as a whole

 

 

The Compensation Committee’s determination of the Company’s performance rating is then used as one of the key factors in setting the amounts of compensation that the named executive officers receive for each of the performance elements of compensation described below. In setting compensation, the Compensation Committee took into account the individual performance rating for the chairman and chief executive officer it set together with the Nominating & Governance Committee and the individual performance ratings for the other named executive officers.

Performance Objectives Used in Evaluations

As discussed above, individual performance-based compensation is determined by evaluating performance against annual objectives, with no single objective being material to an individual’s overall performance evaluation. The objectives for fiscal 2018 were reviewed and approved by the Compensation Committee at the beginning of the fiscal year and served as one of the components against which the Compensation Committee, together with the Nominating & Governance Committee, considered Mr. Nanterme’s performance for fiscal 2018. These included financial objectives that were established at the beginning of the year by reference to annual fiscal-year performance targets set for Accenture with respect to revenue growth in local currency, operating margin, earnings per share, new bookings and free cash flow, as well as other non-financial objectives, as described below. After these company-wide performance objectives were determined by the Compensation Committee for Mr. Nanterme, relevant portions were then incorporated into the performance objectives of the other named executive officers. Each other named executive officer may also have additional objectives specific to his or her role. We believe that encouraging our named executive officers, as well as other employees with management responsibility, to focus on a variety of performance objectives that are important for creating shareholder value reduces the incentive to take excessive risk with respect to any single objective.


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   39

 

 

The Compensation Committee, together with the Nominating and Corporate Governance Committee, with respect to Mr. Nanterme, and Mr. Nanterme, with respect to the other named executive officers, evaluated the annual performance of, and issued an individual performance rating for, each of the named executive officers for fiscal 2018, by assessing whether they exceeded, met or partially met their performance objectives for the year. The individual performance rating and evaluation were used by Mr. Nanterme in connection with setting his recommendations to the Compensation Committee for each of the other named executive officers’ fiscal 2018 performance-based compensation. The Company does not apply a formula or use a pre-determined weighting when comparing overall performance against the various objectives, and no single objective is material in determining individual performance.

The named executive officers’ performance is evaluated against numerous measures organized within 3 broad themes—driving growth by helping Accenture’s clients become high performance businesses; educating, energizing and inspiring Accenture’s people; and running Accenture as a high performance business—and includes evaluations of the following:

 

LOGO

  DRIVING STAKEHOLDER VALUE. Helping the Company’s clients become high performance businesses, improving our market share through innovation and enhanced capabilities and offerings.   

LOGO

  ATTRACTING AND DEVELOPING THE BEST TALENT. Executing against our human capital strategy to attract, retain and inspire the best talent, with highly specialized skills.

LOGO

  DEMONSTRATING MARKET RELEVANCE. Maintaining client satisfaction while increasing our leadership position in the marketplace.   

LOGO

 

STRONG COMMITMENT TO INCLUSION AND DIVERSITY. Achieving diversity metrics related to recruitment, advancement and retention.

 

LOGO

  EXECUTING OUR GROWTH STRATEGY. Growing faster than the market with a focus on strategic priority areas.   

LOGO

  DRIVING AN UNWAVERING FOCUS ON COMPLIANCE. Ensuring ongoing commitment to compliance by all of our people with our internal controls, our Code of Business Ethics and our Conduct Counts initiatives.

 

LOGO

 

 

IMPROVING COMPETITIVENESS. Delivering underlying profitability to allow for continued investment in the business.

  


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   40

 

 

FISCAL 2018 COMPENSATION DECISIONS

Summaries of the processes undertaken and the compensation decisions made by the Compensation Committee in October 2018 for our chairman and chief executive officer and the other named executive officers of the Company are described below.

Chairman and Chief Executive Officer

At a meeting in October 2018, the Compensation Committee, together with the Nominating & Governance Committee, set Mr. Nanterme’s individual performance rating for fiscal 2018 at a level consistent with the overall Company performance rating, which was in the “exceeds” category. In making this determination, the committees took into account the Company’s very strong performance for fiscal 2018, Mr. Nanterme’s leadership and the impact that he had on the Company’s performance, as well as his performance against a set of performance “objectives,” some of which were Company-based performance objectives, as described above under “—Process for Determining Executive Compensation.” The committees also took into account feedback solicited by our chief leadership & human resources officer from members of our global management committee and other senior leaders. In evaluating performance against the objectives, no formula or pre-determined weighting was used, and no one objective was individually material. Mr. Nanterme was not present during the committees’ review of his performance.

At a subsequent meeting, the Compensation Committee and its independent compensation consultant discussed market trends and reviewed a chief executive officer pay benchmarking report and the pay-for-performance report discussed below under “—Role of Benchmarking.” As part of this review, when setting Mr. Nanterme’s final 2018 compensation, the Compensation Committee considered the Company’s performance results for fiscal 2018; sustained historical performance results achieved over multiple years; external market references (including absolute and relative performance against peers); internal compensation references; and the leadership role of Mr. Nanterme. Mr. Nanterme was not involved in setting his compensation and was not present during the Compensation Committee’s review of his compensation.

As a result of its fiscal 2018 assessments and consideration of data provided by its compensation consultant, the Compensation Committee approved the following compensation elements for Mr. Nanterme set out below:

 

Compensation Element

 

 

Chairman and Chief Executive Officer Compensation Decisions

 

Base Compensation

 

 

Base compensation of 900,000.

 

Global Annual Bonus

 

 

Fiscal 2018 cash bonus of 3,100,000.

 

Long-Term Equity

Compensation

 

Equity awards with a target grant date fair value of approximately $18,000,000 to be made in January 2019, $14,750,000 of which will be granted under the Key Executive Performance Share Program and the remaining $3,250,000 will be granted under the Accenture Leadership Performance Equity Award Program.

 

 

 

CHAIRMAN & CEO FISCAL 2018 COMPENSATION DECISIONS

 

 

LOGO


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   41

 

 

Named Executive Officers Other than the Chairman and Chief Executive Officer

In determining the fiscal 2018 compensation of the other named executive officers, Mr. Nanterme submitted a recommendation to the Compensation Committee for the overall compensation of each of these officers for the committee’s review, discussion and approval. In making these recommendations, Mr. Nanterme considered the following 4 factors:

 

  Company Performance. Company performance, including objective and subjective measures;

 

  Individual Performance. Each officer’s individual contribution and demonstrated leadership;
  Internal Benchmarks. Internal comparisons across our global management committee; and

 

  External Benchmarks. External market references.
 

 

Individual contribution and leadership of each named executive officer were measured against the relevant portions of the performance “objectives” as described above in “—Process for Determining Executive Compensation—Performance Objectives Used in Evaluations.” Management and the Compensation Committee believe that this approach reflects that the leadership team is collectively responsible for a broad range of Company results and initiatives. In evaluating performance against the objectives, no formula or pre-determined weighting was used, and no one objective was individually material.

Mr. Nanterme discussed with the Compensation Committee the leadership role and performance of each of the other named executive officers. For the other named executive officers, to the extent applicable, Mr. Nanterme also discussed with the Compensation Committee the financial results of the businesses for which they were responsible. In developing his recommendations to the Compensation Committee for the compensation of such named executive officers, Mr. Nanterme considered information on market-comparable compensation provided by Willis Towers Watson. Before making the final compensation decisions for the year, the Compensation Committee reviewed the recommendations of Mr. Nanterme.

Based upon Mr. Nanterme’s recommendations, the Compensation Committee’s assessment of each of the other named executive officers’ fiscal 2018 performance and their upcoming responsibilities, and the other considerations described in this Compensation Discussion and Analysis, the Compensation Committee approved the following compensation elements for the other named executive officers:

 

Compensation Element    Other Named Executive Officer Compensation Decisions

 

Base Compensation

  

 

Base compensation stayed the same compared to base compensation for the prior compensation year.

 

 

Global Annual Bonus

  

 

Fiscal 2018 cash bonus, taken as a whole, increased an average of 18% in local currency, reflecting continued very strong Company and individual performance for fiscal 2018.

 

 

Long-Term Equity Compensation

  

 

The total target grant date fair value of the equity awards to be made in January 2019, taken as a whole, increased an average of 1% compared to fiscal 2018, 72% of which will be granted under the Key Executive Performance Share Program and the remaining 28% will be granted under the Accenture Leadership Performance Equity Award Program.

 

 

Role of Benchmarking

To support the Compensation Committee, the Compensation Committee’s independent compensation consultant, Pay Governance, performs extensive analyses focusing on executive compensation trends, compensation opportunity, total realizable pay, the difficulty of achieving incentive plan goals, pay-for-performance alignment and compensation levels of chief executive officers across our peer group companies. The Compensation Committee considers these analyses when determining the compensation of our named executive officers, including the chairman and chief executive officer.

In addition, the Company’s compensation consultant, Willis Towers Watson, prepares a report that includes a comparison of our named executive officers’ compensation to comparable roles within our proxy peer group companies, as well as the most recent available published survey data for similar roles across broader industry benchmarks. The Willis Towers Watson report serves as one input to consider along with company and individual performance, internal comparisons across our global management committee and alignment with our professional services compensation philosophy.

Because the future performance of neither the Company nor the companies in our peer group are known at the time that the compensation opportunities under the Company’s programs are established, the Compensation Committee also


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   42

 

 

considers an annual review of the most recent historical alignment of pay and performance relative to the Company’s peers. This review is intended to help the Compensation Committee ensure that the Company aligns pay and performance relative to its peers and that our compensation programs are working as intended. The results of the review with respect to all of our named executive officers are summarized under “—Pay-for-Performance” above.

Fiscal 2018 Peer Group

The Compensation Committee reviews and approves a peer group for use in conducting competitive market analyses of compensation for our named executive officers. We do not believe many companies compete directly with us in all lines of our business. However, the Compensation Committee identifies a peer group of relevant public companies for which data are available that are comparable to the Company in at least some areas of our business. Our peer group includes companies that have one or more of the following attributes, which were considered in the screening process to identify appropriate peers:

 

  Listed Company. Publicly traded securities listed on a U.S. stock exchange that are subject to reporting obligations that are similar to Accenture’s;

 

  Similar Business or Industry. Similar business or services operations in the industries and markets in which Accenture competes;
  Comparable Revenues. Revenues within a range similar to Accenture’s revenues;

 

  Competitor. Being a direct line-of-business competitor; and

 

  Global Scale. Large, global companies with multiple lines of business.
 

 

The Compensation Committee believes the grouping below provides a meaningful gauge of current pay practices and levels as well as overall compensation trends among companies engaged in the different aspects of the Company’s business.

 

      

 

PEER GROUP FOR ASSESSING FISCAL 2018 COMPENSATION 1

 
  Aon plc      Hewlett Packard Enterprise Company  
  Automatic Data Processing, Inc.      Honeywell International Inc.  
  Chubb Limited      Intel Corporation  
  Cisco Systems, Inc.      International Business Machines Corporation  
  Cognizant Technology Solutions Corporation      Marsh & McLennan Companies, Inc.  
  DXC Technology Company      Microsoft Corporation  
  General Dynamics Corporation      Oracle Corporation  
 

ACCENTURE VS. PEER GROUP 2

 

        
 

LOGO

    

LOGO

 
 

1   During fiscal 2018, the Compensation Committee removed Lockheed Martin Corporation from the Company’s peer group following its corporate reorganization and added General Dynamics Corporation to the Company’s peer group.

 

      
 

2   Reflects the most recent fiscal year end results.

 

 

Net Revenue Accenture 61st Percentile 0 25 50 75 100 0 25 50 75 100
Market Capitalization Accenture 60th Percentile 0 25 50 75 100 0 25 50 75 100


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   43

 

 

COMPENSATION PROGRAMS

This section describes the elements of our named executive officers’ compensation, which consist of the following:

 

 

CASH COMPENSATION

     

 

LONG-TERM EQUITY COMPENSATION

 

 

• Base Compensation

 

• Global Annual Bonus

 

   

 

• Key Executive Performance Share Program

 

• Accenture Leadership Performance Equity Program

 

• Voluntary Equity Investment Program

 

Cash Compensation

Cash compensation for Accenture’s named executive officers consists of 2 components: base compensation and the Global Annual Bonus, each of which is described below.

Base Compensation

Base compensation provides a fixed level of compensation to the named executive officers each year and reflects the named executive officer’s leadership role, as opposed to individual performance. Base compensation may vary for named executive officers based on relative market compensation. Increases to base compensation, if any, generally take effect at the beginning of the compensation year, which begins on December 1 of each year.

Global Annual Bonus

The Global Annual Bonus is designed to tie pay to both individual and Company performance. Funds are accrued during the fiscal year based on Company financial performance, compared to the earnings and profitability targets for the year. Final overall funding decisions are made at the end of the fiscal year based primarily upon the Company’s performance against these targets and are subject to approval by the Compensation Committee. Once the program’s Company-wide funding for the year is finalized, individual payout is determined based on each eligible employee’s career level within the Company and individual performance rating. Payments for fiscal 2018 under this program are generally made in November through January depending on country of employment. The program is designed to give higher bonuses to top performers and to provide higher incentives as employees advance through our career levels. All members of Accenture Leadership (approximately 6,700 employees), in addition to our named executive officers, are generally eligible for the Global Annual Bonus.

Each of the named executive officers was assigned an annual target opportunity range that is a percentage of his or her base compensation. For Mr. Nanterme, this percentage ranged from zero to 350% of base compensation (for fiscal 2019, the range was increased to zero to 500%). For Mr. Rowland, this percentage ranged from zero to 175% of base compensation (for fiscal 2019, the range was increased to zero to 200%). For the other named executive officers, this percentage ranged from zero to 145% of base compensation. A named executive officer may earn more or less than his or her target award based upon the Company’s overall funding of the bonus pool under the plan and his or her individual annual performance rating, subject to a cap on the maximum payout. The Compensation Committee took the Company’s very strong performance in fiscal 2018 into consideration in approving an overall funding percentage for the Global Annual Bonus that was substantially funded.


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ACCENTURE 2018 PROXY STATEMENT   Executive Compensation   44

 

 

Long-Term Equity Compensation

Our long-term equity compensation aligns the interests of our named executive officers with those of our shareholders. The Company intends for long-term equity compensation to constitute the most significant component of the compensation opportunity for the named executive officers. The Company offers all of its equity grants in the form of RSUs, which are subject to performance and/or time vesting requirements. With respect to fiscal 2018, equity compensation awards for our named executive officers were granted under the following 3 separate programs, which encourage retention and align the interests of eligible participants with our shareholders.

 

Program

 

 

Eligible Employees

 

 

Objective

 

Key Executive

Performance

Share Program

  Named executive officers and other members of our global management committee  

Reward participants for driving the Company’s business to meet performance objectives related to operating income results and relative total shareholder return, in each case, over a 3-year period.

 

Accenture Leadership Performance Equity Award Program   Members of Accenture Leadership  

Recognize and reward high performers based on their individual performance and the Company’s performance, in each case, during the prior fiscal year.

 

Accenture Leadership Voluntary Equity Investment Program   Members of Accenture Leadership  

Encourage share ownership through voluntary monthly purchases of shares via payroll deductions, with a 50% RSU matching grant opportunity upon satisfaction of program terms which vests in full after 2 years.

 

Our long-term equity compensation programs are part of a larger framework of compensation for all of our employees. As individuals assume more senior roles at the Company, they become eligible for additional equity compensation programs. As described above, our named executive officers and members of the global management committee are eligible for awards that are intended to reward their individual performance, align their pay with achievement of both annual and long-term performance goals and encourage them to acquire meaningful ownership stakes in Accenture.

Key Executive Performance Share Program

The Key Executive Performance Share Program is the primary program under which the Compensation Committee grants RSUs to the named executive officers and members of our global management committee and is intended to be the most significant single element of our named executive officers’ compensation over time. The program rewards these individuals for driving the Company’s business to meet performance objectives related to 2 metrics: operating income results and relative total shareholder return, in each case over a 3-year period. For grants made with respect to fiscal 2018, the Company continued its approach of weighting operating income results more heavily than total shareholder return. The compensation opportunity under these grants will be based on performance weighted 75% on cumulative operating income results and 25% on cumulative relative total shareholder return, in each case over a 3-year period. This approach recognizes that operating income more accurately reflects the Company’s performance against its objectives. Vesting of grants under the program depends on Accenture’s cumulative performance against these metrics over the 3-year period. The Company believes this is important because it aligns a significant portion of the named executive officers’ realizable total direct compensation against performance over an extended period. For example, a period of poor performance against the Company’s operating income or relative total shareholder return targets could affect the ultimate vesting percentage for several years of RSU grants made to the named executive officers under this program. The Company also believes linking compensation to long-term Company performance encourages prudent risk management and discourages excessive risk taking for short-term gain.

Based on the Company’s cumulative operating income and relative total shareholder return for the 3-year period from fiscal 2016 through fiscal 2018, the 2016 Key Executive Performance Share Program awards vested at 116.2% of the target level (see also “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table—Key Executive Performance Share Program” below).

Accenture Leadership Performance Equity Award Program

The Accenture Leadership Performance Equity Award Program, for which all members of Accenture Leadership are eligible, is designed to recognize and reward high-performing members of Accenture Leadership for their performance in the most recently completed fiscal year and is funded based on overall Company performance. High-performing members of Accenture Leadership receive equity grants in the form of time-vesting RSUs based on their annual performance rating,


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which awards will vest in equal installments over a 3-year period with shortened vesting schedules applicable to participants who are age 50 or older. Each of the named executive officers is eligible for grants under this program based on his or her annual performance rating for fiscal 2018. The number of RSUs granted to members of Accenture Leadership under this program may also be adjusted based on Company performance.

Voluntary Equity Investment Program

The Voluntary Equity Investment Program is a matching program that further encourages share ownership among all members of Accenture Leadership, who may designate up to 30% of their cash compensation to make monthly purchases of Accenture shares. Total contributions from all participating members of Accenture Leadership under this program may be limited at the discretion of the Compensation Committee. Following the end of the program year, participants who continue to be employed are awarded a 50% matching RSU grant that generally vests 2 years later, which enables members of Accenture Leadership to receive 1 RSU for every 2 shares they purchased during the year, provided they do not sell or transfer the purchased shares prior to the matching grant date (see also “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” below).

Other Compensation

Consistent with the Company’s compensation philosophy, the Company provides only limited personal benefits to the named executive officers. Like many of our peer companies and consistent with local market practices, these include premiums paid on life insurance policies, tax-return preparation services, and for Mr. Nanterme, the use of an automobile and driver, which Mr. Nanterme uses for security purposes and to maximize the time he is able to spend on the Company’s business. Mr. Casati, who is based in Singapore, receives a housing allowance and maintenance costs. Additional discussion of the personal benefits and other compensation provided to the named executive officers in fiscal 2018 is included in the “Summary Compensation Table” below.

ADDITIONAL INFORMATION

Equity Ownership Requirements

The Company has an equity ownership requirement policy pursuant to which the Company’s most stringent share ownership requirements apply to the named executive officers. These share ownership requirements are intended to ensure that each of the named executive officers holds a meaningful ownership stake in Accenture. The Company intends that this ownership stake will further align the interests of the named executive officers and the Company’s shareholders. Under these requirements, each of the named executive officers is required to hold Accenture equity (which may include unvested equity) with a value equal to at least 6 times his or her base compensation by the 5th anniversary of becoming a named executive officer. Each of our named executive officers maintains ownership of Accenture equity in excess of the requirement. Named executive officers may only satisfy this ownership requirement through the holdings they acquire pursuant to the Company’s share programs, and the Company does not apply holding periods to any specific equity award beyond its vesting date(s).

Derivatives and Hedging

All employees, including our named executive officers, and members of the Board (or their designees) are prohibited from purchasing shares on margin or purchasing financial instruments that are designed to hedge or offset any fluctuations in the market value of the Company’s equity securities they hold, whether or not such securities were acquired from Accenture’s equity compensation programs.

Pledging Company Securities

Our chairman and chief executive officer and the members of our global management committee, other key employees and members of the Board are prohibited from borrowing against any account in which the Company’s securities are held or pledging the Company’s securities as collateral for a loan.

Employment Agreements and Post-Termination Compensation

Each of the Company’s named executive officers has entered into an employment agreement with the Company’s local affiliate in the country in which he or she is employed. As more specifically described in “Potential Payments Upon Termination” below, certain of the employment agreements provide for various post-termination payments, some of which


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are conditioned on compliance with non-competition and non-solicitation obligations following termination. In addition, members of Accenture Leadership employed in the United States, including Messrs. Rowland and van ’t Noordende and Ms. Sweet, are eligible for benefits under our Accenture Leadership Separation Benefits Plan, subject to, among other things, compliance with post-termination non-competition and non- solicitation obligations. The Company’s employment agreements and the Accenture Leadership Separation Benefits Plan do not include guaranteed bonus amounts, “golden parachutes,” multi-year severance packages, significant accelerated vesting of stock awards or other payments triggered by a change in control, U.S. Internal Revenue Code section 280G or other tax gross-up payments related to a change in control, other than as may be required by local law. The named executive officers receive compensatory rewards that are tied to their own performance and the performance of the Company’s business, rather than by virtue of longer-term employment agreements. This is consistent with the Company’s objective to reward individual performance and support the achievement of its business objectives.

Similarly, the Company does not contribute to pension plans for any of the current named executive officers and does not offer significant deferred cash compensation or other post-employment benefits to such officers.

Finally, members of Accenture Leadership employed in the United States who retire from the Company after reaching age 50 and who have achieved at least 10 years of service are also eligible to participate in the U.S. Retiree Medical Benefit Program, which provides partially subsidized medical insurance benefits for them and their dependents. For more information, see “Potential Payments Upon Termination” below.

No Change in Control Arrangements

As described above, the Company’s employment agreements do not contain guaranteed bonus amounts, “golden parachutes,” multi-year severance packages or guarantees, accelerated vesting of stock awards or other payments triggered by a change in control. Similarly, we do not provide our executives U.S. Internal Revenue Code section 280G or other tax gross-up payments related to a change in control.

Clawback Policy

Accenture has a clawback policy that applies to both incentive cash bonus and equity-based incentive compensation awarded to the Company’s chairman and chief executive officer, members of the global management committee and approximately 240 of its most senior leaders. Under the policy, to the extent permitted by applicable law and subject to the approval of the Compensation Committee, the Company may seek to recoup any incentive-based compensation awarded to any executive subject to the policy, if (1) the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws, (2) the misconduct of an executive subject to the policy contributed to the noncompliance that resulted in the obligation to restate and (3) a lower award would have been made to the covered executive had it been based upon the restated financial results.

Under the terms of Mr. Nanterme’s employment agreement, a violation of his obligations of confidentiality, non-competition and/or non-solicitation would result in a repayment by him of 6 months of base compensation.

In addition, the existing equity grant agreements between Accenture and our named executive officers include recoupment provisions in specific circumstances, even after the awards have vested. In the event a named executive officer leaves the Company and competes against us within a specified time period (for example, by joining a competitor, targeting our clients or recruiting our employees) or in the event the named executive officer is terminated for cause (which generally includes engaging in any activity that the executive knows or should know would harm the business or reputation of Accenture or continued material failure to meet performance standards), the award recipient is generally obligated to return to the Company the shares originally delivered to that recipient under our equity programs.


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Compensation Risk Assessment and Management

In fiscal 2018, management performed an annual comprehensive review for the Compensation Committee regarding whether the risks arising from any of our compensation policies or practices are reasonably likely to have a material adverse effect on the Company. We believe that the structure of our compensation program does not encourage unnecessary or excessive risk taking. Our policies and practices include some of the following risk-mitigating characteristics:

 

  Governance Structure. Compensation programs operate within a governance and review structure that serves and supports risk mitigation;

 

  Compensation Committee Oversight. The Compensation Committee approves performance awards for our chairman and chief executive officer and members of our global management committee after reviewing corporate and individual performance;

 

  Vesting Conditions. Vesting of performance-based equity awards, the most significant element of our named executive officers’ compensation opportunity over time, is determined based on achievement of 2 metrics, measured on a cumulative basis, over a 3-year period (operating income relative to plan for the program and total shareholder return relative to a peer group);
  Balanced Incentives. Our compensation program includes a balance of annual and long-term incentive opportunities and of fixed and variable features;

 

  Multiple Performance Objectives. Focus on a variety of performance objectives, thereby diversifying the risk associated with any single indicator of performance; and

 

  Equity Ownership Requirements. Members of Accenture Leadership who are granted equity are subject to our equity ownership requirements, which require all of those leaders to hold ownership stakes in the Company to further align their interests with the Company’s shareholders (see “Additional Information—Equity Ownership Requirements” above).
 


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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed the Compensation Discussion and Analysis section of this proxy statement and discussed that section with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K. This report is provided by the following independent directors, who compose the Compensation Committee:

The Compensation Committee

Marjorie Magner, Chair

Herbert Hainer

Nancy McKinstry

Paula A. Price

Arun Sarin

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation Committee is composed solely of independent directors. During fiscal 2018, the following directors served on our Compensation Committee: Marjorie Magner, Herbert Hainer, William L. Kimsey, Nancy McKinstry, Paula A. Price, and Arun Sarin. During fiscal 2018, no member of our Compensation Committee was an employee or officer or former officer of Accenture or had any relationships requiring disclosure under Item 404 of Regulation S-K. None of our executive officers has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or our Compensation Committee during fiscal 2018.


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SUMMARY COMPENSATION TABLE

The table below sets forth the compensation earned by or paid to our named executive officers during the fiscal years ended August 31, 2016, 2017 and 2018. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards, as further described below.

 

Year

 

 

Salary($)

 

   

Bonus($)

 

   

Stock
Awards($) (3)

 

   

Option
Awards($)

 

   

Non-Equity
Incentive Plan
Compensation($) (4)

 

   

Change in
Pension Value
& Nonqualified
Deferred
Compensation
Earnings($)

 

   

All Other
Compensation($) (5)

 

   

Total($)

 

 

 

Pierre Nanterme (1)

 

Chairman and Chief Executive Officer

 

 

 

2018

  $ 1,077,050           $ 17,399,663                    $ 3,704,013                       $ 118,448     $ 22,299,174  
2017   $ 978,649           $ 15,736,152                    $ 2,982,998                       $ 106,310     $ 19,804,109  
2016   $ 957,585     $ 1,000,000     $ 13,340,225                    $ 3,121,877                       $ 80,156     $ 18,499,843  

 

David P. Rowland

 

Chief Financial Officer

 

 

 

2018

  $ 1,136,125           $ 3,622,012                    $ 1,918,631                       $ 9,071     $ 6,685,839  
2017   $ 1,136,125           $ 3,335,909                    $ 1,640,280            $ 19,647 (6)                  $ 38,442     $ 6,170,403  
2016   $ 1,136,125           $ 2,654,261                    $ 1,613,875            $ 94,075 (6)                  $ 37,647     $ 5,535,983  

 

Gianfranco Casati (2)

 

Group Chief Executive—Growth Markets

 

 

2018   $ 1,108,990           $ 3,076,423                    $ 1,471,492                       $ 197,699     $ 5,854,604  
2017   $ 1,015,975           $ 3,066,513                    $ 1,157,922                       $ 211,562     $ 5,451,972  
2016   $ 967,329           $ 2,439,681                    $ 1,225,760                       $ 242,800     $ 4,875,570  

 

Alexander M. van ‘t Noordende

 

Group Chief Executive—Products

 

 

2018   $ 1,136,125           $ 3,551,890                    $ 1,507,496                       $ 5,215     $ 6,200,726  
2017   $ 1,136,125           $ 3,455,206                    $ 1,359,090                       $ 9,299     $ 5,959,720  
2016   $ 1,136,125           $ 2,807,747                    $ 1,476,963                       $ 7,960     $ 5,428,795  

 

Julie Sweet

 

Chief Executive Officer—North America

 

 

 

2018

  $ 1,136,125           $ 3,243,034                    $ 1,507,496                       $ 12,900     $ 5,899,555  
2017   $ 1,136,125           $ 3,193,838                    $ 1,225,992                       $ 25,811     $ 5,581,766  
2016   $ 1,136,125           $ 2,500,335                    $ 1,431,518                       $ 6,009     $ 5,073,987  

 

(1)

Mr. Nanterme is based in Europe and is compensated in euros. We converted his compensation to U.S. dollars at an exchange rate of 0.83693, which was the average of the monthly translation rates for fiscal 2018.

 

(2)

Mr. Casati is based in Singapore and is compensated in Singapore dollars. We converted his compensation to U.S. dollars at an exchange rate of 1.34131, which was the average of the monthly translation rates for fiscal 2018.

 

(3)

Represents aggregate grant date fair value of stock awards granted during each of the years presented, computed in accordance with Topic 718, without taking into account estimated forfeitures. For more information, please refer to Note 11 (Share-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended August 31, 2018. Terms of the stock awards for fiscal 2018 performance are summarized under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation” above and for awards granted in 2018 in “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” below. With respect to amounts included for the Key Executive Performance Share Program awards, the estimate of the grant date fair value determined in accordance with Topic 718, which is based on probable outcome as of the grant date, assumes vesting between target and maximum. Assuming the achievement of either the probable outcome as of the grant date or maximum performance, the aggregate grant date fair value of the Key Executive Performance Share Program awards for each fiscal year included in this column would be as follows:


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Key Executive Performance Share Program

 

 
     

Year

 

      

 

Grant Date Fair Value Based on
Probable Outcome

 

      

Grant Date Fair Value Based on
Maximum Achievement

 

 
Mr. Nanterme      2018          $15,149,664          $20,999,881  
     2017          $14,546,213          $20,249,949  
       2016          $12,150,291          $16,987,475  
Mr. Rowland      2018          $  2,597,076          $  3,599,966  
     2017          $  2,585,967          $  3,599,954  
       2016          $  1,904,296          $  2,662,419  
Mr. Casati      2018          $  2,326,526          $  3,224,941  
     2017          $  2,316,571          $  3,224,925  
       2016          $  1,689,716          $  2,362,412  
Mr. van ’t Noordende      2018          $  2,326,526          $  3,224,941  
     2017          $  2,316,571          $  3,224,925  
       2016          $  1,689,716          $  2,362,412  
Ms. Sweet      2018          $  2,326,526          $  3,224,941  
     2017          $  2,316,571          $  3,224,925  
       2016          $  1,689,716          $  2,362,412  

 

  

As described above under “Long-Term Equity Compensation—Accenture Leadership Performance Equity Award Program,” awards under our Accenture Leadership Performance Equity Award Program are typically granted in January in recognition of prior fiscal year performance. Thus, a portion of the amounts reported under “Stock Awards” each year in the Summary Compensation Table was granted in recognition of the prior fiscal year’s performance.

 

(4)

Amounts reflect payments that were made under the Global Annual Bonus program with respect to the 2018, 2017 and 2016 fiscal years, respectively. The terms of the Global Annual Bonus are summarized under “Compensation Discussion and Analysis—Compensation Programs—Cash Compensation—Global Annual Bonus” above.

 

(5)

The incremental costs of perquisites and other personal benefits provided to Mr. Nanterme for fiscal 2018 were $75,667 for a car and driver and $20,177 for tax preparation fees. The incremental cost of Mr. Nanterme’s car and driver, which Mr. Nanterme uses for security purposes and to maximize the time he is able to spend on the Company’s business, was computed based on the actual fees paid to a service provider. The incremental costs of perquisites and other personal benefits provided to Mr. Casati for fiscal 2018 were $192,082 for a housing allowance and maintenance costs, $2,035 for tax preparation fees and $303 for a health insurance premium payment.

 

  

Also included for fiscal 2018 are life insurance premium payments of $10,971 for Mr. Nanterme, $8,195 for Mr. Rowland, $3,279 for Mr. Casati, $4,362 for Mr. van ’t Noordende and $3,956 for Ms. Sweet, and payments of $876 to Mr. Rowland, $853 to Mr. van ’t Noordende and $8,944 to Ms. Sweet as reimbursement for excess taxes paid by them in jurisdictions in which those executives provided services to the Company outside of their respective home jurisdictions. These services resulted in taxes due in excess of the rate applicable to their respective home jurisdictions, which excesses were reimbursed by the Company. The amounts further include $11,633 for Mr. Nanterme for profit sharing contributions mandated by French law.

 

  

Also, in accordance with applicable SEC rules, the value of dividend equivalents credited or otherwise allocated to RSUs in the form of additional RSUs with the same vesting terms as the original awards is not included in the “All Other Compensation” column because their value is factored into the grant date fair value of RSU awards. Additional RSUs awarded in connection with dividend adjustments are subject to vesting and delivery conditions as part of the underlying awards.

 

  

In accordance with the SEC’s disclosure rules, perquisites and other personal benefits provided to Ms. Sweet and Messrs. Rowland and van ’t Noordende for fiscal 2018 are not included because the aggregate incremental value of these items was less than $10,000.

 

(6)

In fiscal 2017, Mr. Rowland received a lump sum payment in connection with the termination of the pension plan, and he is no longer entitled to any benefits under this plan. He became a participant in the pension plan prior to assuming a leadership role at the Company.


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GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2018

The table below summarizes each grant of an equity or non-equity award made to the named executive officers during fiscal 2018 under any incentive plan.

 

   

Grant
Date

 

   

Date of
Committee
Approval

 

   

 

Estimated Possible Payouts Under
Non-Equity Incentive Plan  Awards (1)

   

 

Estimated Future Payouts Under

Equity Incentive Plan Awards

   

All Other
Stock
Awards:
Number

of Shares

of Stock

or Units(#)

 

   

Grant
Date Fair
Value of
Stock  and
Option
Awards($) (2)

 

 

Name

 

 

Threshold($)

 

   

Target($)

 

   

Maximum($)

 

   

Threshold(#)

 

   

Target(#)

 

   

Maximum(#)

 

 
Pierre Nanterme     1/1/2018       10/25/2017                         45,506 (3)        91,012 (3)        136,518 (3)            $ 15,149,665  
    1/1/2018       10/25/2017                                           14,627 (4)      $ 2,249,998  
    10/25/2017       10/25/2017           $ 2,150,718     $ 3,763,756                                
David P. Rowland     1/1/2018       10/25/2017                         7,801 (3)        15,602 (3)        23,403 (3)            $ 2,597,076  
    1/1/2018       10/25/2017                                           6,663 (4)      $ 1,024,936  
    10/25/2017       10/25/2017           $ 1,406,523     $ 1,988,219                                
Gianfranco Casati     1/1/2018       10/25/2017                         6,988 (3)        13,977 (3)        20,965 (3)            $ 2,326,526  
    1/1/2018       10/25/2017                                           4,875 (4)      $ 749,897  
    10/25/2017       10/25/2017           $ 1,114,535     $ 1,608,036                                
Alexander M. van ‘t Noordende     1/1/2018       10/25/2017                         6,988 (3)        13,977 (3)        20,965 (3)            $ 2,326,526  
    1/1/2018       10/25/2017                                           5,688 (4)      $ 874,957  
    1/5/2018       7/18/2017                                           2,610 (5)      $ 350,407  
    10/25/2017       10/25/2017           $ 1,141,806     $ 1,647,381                                
Julie Sweet     1/1/2018       10/25/2017                         6,988 (3)        13,977 (3)        20,965 (3)            $ 2,326,526  
    1/1/2018       10/25/2017                                           4,875 (4)      $ 749,897  
    1/5/2018       7/18/2017                                           1,241 (5)      $ 166,611  
    10/25/2017       10/25/2017           $ 1,141,806     $ 1,647,381                                

 

(1)

Represents cash award target opportunity range made pursuant to the Global Annual Bonus program, the terms of which are summarized under “Compensation Discussion and Analysis—Compensation Programs—Cash Compensation—Global Annual Bonus” and “Compensation Discussion and Analysis—Process for Determining Executive Compensation—Performance Objectives Used in Evaluations” above. For Mr. Nanterme, the cash award target was 200% of his base compensation, for Mr. Rowland, the cash award target was 124% of his base compensation, and for the other named executive officers, the cash award target was, on average, 101% of base compensation. The amounts for Mr. Nanterme, who is compensated in euros, and Mr. Casati, who is compensated in Singapore dollars, were converted into U.S. dollars at exchange rates of 0.83693 and 1.34131, respectively, which were the averages of the monthly translation rates for fiscal 2018. For the actual amounts to be paid to each named executive officer, see the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above and the applicable footnote. Amounts reported under the “Maximum” column represent the highest end of the target opportunity range.

 

(2)

Represents the grant date fair value of each equity award computed in accordance with Topic 718, without taking into account estimated forfeitures. With respect to the RSU grants made pursuant to the 2018 Key Executive Performance Share Program, the grant date fair value assumes vesting between target and maximum.

 

(3)

Reflects RSU grants made pursuant to the 2018 Key Executive Performance Share Program, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Key Executive Performance Share Program” above.

 

(4)

Represents RSU grant made pursuant to the 2018 Accenture Leadership Performance Equity Award Program in recognition of fiscal year 2017 performance, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Accenture Leadership Performance Equity Award Program” above.

 

(5)

Represents matching RSU grant made pursuant to the Voluntary Equity Investment Program, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Voluntary Equity Investment Program” above.

NARRATIVE SUPPLEMENT TO SUMMARY COMPENSATION TABLE AND TO GRANTS OF PLAN-BASED AWARDS TABLE

Global Annual Bonus

Our Global Annual Bonus program is described under “Compensation Discussion and Analysis—Compensation Programs—Cash Compensation—Global Annual Bonus” and “Compensation Discussion and Analysis—Process for Determining Executive Compensation—Performance Objectives Used in Evaluations” above.

Key Executive Performance Share Program

Our Key Executive Performance Share Program is described generally under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Key Executive Performance Share Program” above. The description below relates to the RSU grants we made to our named executive officers in fiscal 2018 pursuant to the Key Executive Performance Share Program, which have a 3-year performance period beginning on September 1, 2017 and ending on August 31, 2020. The Compensation Committee determined that the compensation opportunity under these grants will be based on performance weighted 75% on cumulative program-specific operating income results and 25% on cumulative relative total shareholder return, in each case over that 3-year period.


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Operating income results. Up to 75% of the total RSUs granted to a named executive officer on January 1, 2018 under this program will vest, if at all, at the end of the 3-year performance period based upon the achievement of operating income targets by the Company during the performance period. For each fiscal year during the performance period, the Compensation Committee approves an operating income plan for this program that the Compensation Committee deems to be challenging. The aggregate of these 3 annual operating income plans forms the reference, or target, for measuring aggregate operating income results over the 3 years. A performance rate is then calculated as the actual aggregate operating income divided by the target aggregate operating income, with the percentage vesting of RSUs determined as follows:

 

Performance Level

 

  

Accenture Performance Rate

Versus Target

 

  

Percentage of RSUs

Granted That Vest (Out
of a Maximum of 75%)

 

 

 

Maximum

 

  

110% or greater

 

    

 

75%

 

 

 

 

Target

 

  

100%

 

    

 

50%

 

 

 

 

Threshold

 

  

80%

 

    

 

25%

 

 

 

 

Below Threshold

 

  

Less than 80%

 

    

 

0%

 

 

 

We will proportionally adjust the number of RSUs that vest if Accenture’s performance level falls between “Target” and “Maximum,” or between “Threshold” and “Target,” in each case on a linear basis.

 

 

Relative total shareholder return. Up to 25% of the total RSUs granted to a named executive officer on January 1, 2018 under this program will vest, if at all, at the end of the 3-year performance period based upon Accenture’s total shareholder return, as compared to the total shareholder return of the comparison companies listed below, together with the S&P 500 Total Return Index. Relative total shareholder return is determined by dividing the fair market value of the stock of a company at the end of the performance period (August 31, 2020), adjusted to reflect cash, stock or in-kind dividends paid on the stock of that company during the performance period, by the fair market value of that stock at the beginning of the performance period (September 1, 2017). In order to compare Accenture’s relative total shareholder return with that of our comparison companies and the S&P 500 Total Return Index, each company and the S&P 500 Total Return Index is ranked in order of its total shareholder return. Accenture’s percentile rank among the comparison companies and the S&P 500 Total Return Index is then used to determine the percentage vesting of RSUs as follows:

 

Performance Level

 

  

Accenture Percentile Rank

(Measured as a Percentile)

 

  

Percentage of RSUs

Granted That Vest
(Out of a Maximum of 25%)

 

 

 

Maximum

 

  

Accenture is ranked at or above the 75th percentile

 

    

 

25%

 

 

 

 

Target

 

  

Accenture is ranked at the 60th percentile

 

    

 

17%

 

 

 

 

Threshold

 

  

Accenture is ranked at the 40th percentile

 

    

 

8%

 

 

 

 

Below Threshold

 

  

Accenture is ranked below the 40th percentile

 

    

 

0%

 

 

 

We will proportionally adjust the number of RSUs that vest if Accenture’s performance level falls between “Target” and “Maximum,” or between “Threshold” and “Target,” in each case on a linear basis.


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The following comparison companies, together with the S&P 500 Total Return Index, are used for measuring relative total shareholder return for the 2018 Key Executive Performance Share Program. These companies were chosen in advance of the 2018 compensation year.

 

 

 

KEY EXECUTIVE PERFORMANCE SHARE PROGRAM PEER GROUP

 

  Aon plc    Intel Corporation  
  Automatic Data Processing, Inc.    International Business Machines Corporation  
  Cap Gemini S.A.    Marsh & McLennan Companies, Inc.  
  Cisco Systems, Inc.    Microsoft Corporation  
  Cognizant Technology Solutions Corporation    Oracle Corporation  
  DXC Technology Company    SAP SE  
 

Infosys Limited

 

  

S&P 500 Total Return Index

 

 

This group of companies and the S&P 500 Total Return Index together represent a slightly different and broader list than the group of companies included in our peer group of companies used for benchmarking executive compensation generally and identified under “Compensation Discussion and Analysis—Fiscal 2018 Compensation Decisions—Role of Benchmarking” above. These companies and the S&P 500 Total Return Index together were determined to yield a better comparative group for purposes of evaluating relative total shareholder return.

Accenture shares underlying the RSUs granted under the Key Executive Performance Share Program that vest are delivered following the Compensation Committee’s determination of the Company’s results with respect to the performance metrics. Each of our named executive officers received a grant of RSUs under the Key Executive Performance Share Program on January 1, 2017 and January 1, 2018, and each, except Ms. Sweet, was eligible for provisional age-based vesting as of the grant dates. Provisional age-based vesting means that if a participant voluntarily terminates his or her employment after reaching age 50 and completing 15 years of continuous service, the participant is entitled to pro rata vesting of his or her award at the end of the 3-year performance period based on the portion of the performance period during which he or she was employed. The vesting schedules for the Key Executive Performance Share Program awards that were outstanding at the end of fiscal year 2018 are set forth in footnote 4 to the “Outstanding Equity Awards at August 31, 2018” table below.

The terms of these programs provide that the number of RSUs granted and still outstanding on any applicable record date will be adjusted proportionally to reflect the Company’s payment of dividends or other significant corporate events. Additional RSUs awarded in connection with dividend adjustments are subject to the same vesting conditions as the underlying awards.

Accenture Leadership Performance Equity Award Program

The Accenture Leadership Performance Equity Award Program is described generally under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Accenture Leadership Performance Equity Award Program” above. As described in such section, awards under this program are generally granted in January in recognition of prior fiscal year performance.

Grants under the Accenture Leadership Performance Equity Award Program vest in 3 equal annual installments on each January 1 following the grant date until fully vested. However, grants under this program to participants who are age 50 or older on the date of grant have a shortened vesting schedule that is graduated based on the age of the participant on the grant date, with a one-month vesting period applicable to participants who are age 56 or older on the grant date. As a result, a shorter vesting schedule applied for all or a portion of the RSUs granted under this program to each of our named executive officers in fiscal 2018, as further shown in the “Stock Vested in Fiscal 2018” table below. The actual vesting schedules for these awards outstanding at fiscal year-end are set forth in footnote 1 to the “Outstanding Equity Awards at August 31, 2018” table below.

The terms of this program provide that the number of RSUs granted and still outstanding on any applicable record date will be adjusted proportionally to reflect the Company’s payment of dividends or other significant corporate events. Additional RSUs awarded in connection with dividend adjustments are subject to the same vesting conditions as the underlying awards.


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Voluntary Equity Investment Program

Under the Voluntary Equity Investment Program, members of Accenture Leadership, including all of our named executive officers, where permitted, may elect to designate up to 30% of their total cash compensation to this share purchase program. These amounts are deducted from after-tax income and used to make monthly purchases of Accenture plc Class A ordinary shares from Accenture at fair market value on the 5th of each month for contributions made in the previous month. Participants are awarded a 50% matching RSU grant after the last purchase of the program year in the form of 1 RSU for every 2 shares that have been purchased during the previous program year and that have not been sold or transferred prior to the awarding of the matching grant. This matching grant will generally vest in full 2 years from the date of the grant. Under the program, if a participant leaves Accenture or withdraws from the program prior to the award of the matching grant, he or she will not receive a matching grant. Total contributions from all participating members of Accenture Leadership under this program may be limited at the discretion of the Compensation Committee. In the last completed program year, which ran from January to December 2017, Ms. Sweet and Mr. van ’t Noordende participated in the Voluntary Equity Investment Program and, based on her and his purchases through the program, received a grant of matching RSUs under the Voluntary Equity Investment Program in fiscal 2018 as indicated above.

The terms of this program provide that the number of RSUs granted and still outstanding on any applicable record date will be adjusted proportionally to reflect the Company’s payment of dividends or other significant corporate events. Additional RSUs awarded in connection with dividend adjustments are subject to the same vesting conditions as the underlying awards.

Clawback Policy

Our equity awards are subject to clawback under specified conditions, as described under “Compensation Discussion and Analysis—Additional Information—Clawback Policy” above.


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OUTSTANDING EQUITY AWARDS AT AUGUST 31, 2018

The following table provides details about each outstanding equity award held by our named executive officers as of August 31, 2018.

 

   

Stock Awards

 

 

Name

 

 

Number of Shares

or Units of Stock That

Have Not Vested(#) (1)(2)

 

   

Market Value of Shares
or Units of Stock That
Have

Not Vested($) (2)(3)

 

   

Equity Incentive Plan Awards:

Number of Unearned Shares,

Units or Other Rights That Have
Not Vested(#) (4)

 

   

 

Equity Incentive Plan Awards:
Market or Payout Value of
Unearned Shares,

Units or Other Rights That
Have Not Vested($) (3)

 

 

 

Pierre Nanterme