Registration Document 2013
Report of the Chairman of the Board of Directors
3.2 REPORT OF THE CHAIRMAN OF THE BOARD
TO THE SHAREHOLDERS’ MEETING ON THE PREPARATION AND
ORGANIZATION OF THE BOARD OF DIRECTORS’ WORK AND ON
INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES (REPORT
PREPARED IN APPLICATION OF ARTICLE L. 225-37 OF THE FRENCH
This report was approved by the Board of Directors at its meeting
on February 19, 2014. It was prepared in accordance with the
Reference Framework for Risk Management and Internal Control
Systems issued by the Working Group set up by the French
securities regulator, Autorité des Marchés Financiers (AMF).
The following description of the Company’s internal control and
risk management procedures is based on the structure of said
3.2.1. CORPORATE GOVERNANCE ANDTHE BOARD OF DIRECTORS’ OPERATING
Corporate Governance Code
In 2013 Accor complied with all of the recommendations contained
in the Corporate Governance Code for listed companies published
by the AFEP and MEDEF (the “AFEP/MEDEF Code”), which is
available from the AFEP, the MEDEF or the Company’s head office.
The Board of Directors’ operating procedures are described in
its Bylaws, presented in Appendix A to this report on page 119.
In addition, each director is required to comply with the Board of
Directors Code of Conduct, set out in Appendix B on page 123.
Chairman and Chief Executive Officer
and Deputy Chief Executive Officer
In 2009 the Board chose to combine the functions of Chairman of
the Board of Directors and Chief Executive Officer.
In 2013, Mr. Hennequin held the combined position of Chairman
and Chief Executive Officer of the Company from January 1 until
April 23, when his term of office was terminated. He also stepped
down from his position as a director of Accor at that time.
On the same day, the Board decided to put in place a transitional
governance structure under which the roles of Chairman of the
Board of Directors and Chief Executive Officer were temporarily
separated. For the purposes of this transition period, Mr. Caillère,
previously President and Chief Operating Officer, was appointed
Chief Executive Officer, Mr. Citerne was named Chairman of the
Board of Directors, and Mr. Bazin became Vice-Chairman.
On August 27, 2013, the Board closed the transition period by
appointing Mr. Bazin as Chairman and Chief Executive Officer
and reappointing Mr. Citerne as Vice-Chairman of the Board
(the position he had held prior to April 23, 2013). It also removed
Mr. Caillère from office.
Lastly, on the recommendation of the Chairman and Chief Executive
Officer, the Board appointed on December 2, 2013 Mr. Boinet
as Deputy Chief Executive Officer in charge of Transformation.
On the same date, it also approved an employment contract
between Mr. Boinet and the Company, for him to serve as director
in charge of Human Resources and Legal.
The Board considers that this new organizational structure will
enable the Group to demonstrate greater agility in its governance
and management, particularly during a period of transformation
or an economic downturn, while creating a direct relationship
between management and shareholders. It will also encourage
extensive dialogue between the executive team and the Board
of Directors. Since 2009, the Board has noted with satisfaction
the effectiveness of the balance of power existing between its
executive and non-Executive Directors, notably thanks to the
presence of a senior independent director.
In accordancewith the lawand the Company’s Bylaws, the Chairman
and Chief Executive Officer chairs Board meetings, organizes and
leads the work of the Board and its meetings, ensures that the
Company’s corporate governance structures function effectively,
and, in particular, obtains assurance that directors are in a position
to fulfill their responsibilities.
The Chairman and Chief Executive Officer and the Deputy Chief
Executive Officer represent the Company in its dealings with
third parties and have the broadest powers to act on behalf of the
Company in all circumstances. The situations where the exercise
of the powers of the Chairman and Chief Executive Officer and the
Deputy Chief Executive Officer is subject to the prior approval of
the Board of Directors are described in the section below entitled
“Powers of the Board of Directors”.
Senior independent director
As mentioned above, the Board has appointed an independent
director as Vice-Chairman of the Board of Directors, who serves
as the Company’s senior independent director with support from
the Corporate Secretary’s Office.