2013 Registration document and annual financial report - page 117

Registration Document 2013
Corporate Governance
Report of the Chairman of the Board of Directors
Assessing the Board of Directors’ operating
In addition to regularly discussing its procedures during scheduled
meetings, the Board of Directors also periodically performs a formal
assessment of its operations. The latest such formal assessment
was carried out in April and May 2011 by the Corporate Secretary
under the supervision of the senior independent director, with
interviews with each director based on a questionnaire approved
by the Compensation, Appointments and Corporate Governance
Committee. In 2013, the Vice-Chairman of the Board of Directors
organized a meeting of the Company’s non-Executive Directors in
order to review the Board’s operating procedures. At that meeting
the directors asked if Management could periodically organize
working meetings to provide them with detailed information on
the Group’s results.
Membership of the Board of Directors
and the independence of directors
Since the resignation of Mr. Hennequin and the appointment of
Ms. Knobloch – which was ratified by shareholders and on the
April 25, 2013 Annual Meeting – Accor’s Board of Directors has
comprised ten members.
Four of the directors arewomen and six are independent, proportions
that comply with both French legislation and the recommendations
of the AFEP/MEDEF Code.
The Board assesses the independence of its members each year
by applying the following criteria of the AFEP/MEDEF Code:
not to be – nor have been at any time in the last five years – an
employee or an executive director of the corporation, or an
employee or director of its parent or a company that it consolidates;
not to be an executive director of a company in which the
corporation directly or indirectly holds a directorship, or in which
an employee appointed as such or an executive director of the
corporation (current or in the past five years) holds a directorship;
not to be a customer, supplier, investment banker or commercial
that is material for the corporation or its group, or
for which the corporation or its group represents a significant
part of the entity’s activity;
not to be related by close family ties to an executive director;
not to have been an auditor of the corporation in the last five years;
not to have been a director of the corporation for more than
twelve years.
Directors who represent major shareholders of the Company
may be considered as independent provided that they do not take
part in the control of the Company. If the shareholder owns 10%
or more of the Company’s capital or voting rights, the Board of
Directors must systematically review whether that shareholder’s
representative may be qualified as independent, based on a
report issued by the Compensation, Appointments and Corporate
Governance Committee and taking into account the Company’s
capital structure and any potential conflicts of interest.
On February 12, 2014 the Compensation, Appointments and
Corporate Governance Committee reviewed the independent
status of the members of the Board of Directors, focusing in
particular on whether or not the business relations that may exist
between the Company and certain directors are significant. For
that purpose, it examined the amounts of the transactions carried
out during the year with the companies in which the directors hold
executive positions, and compared those amounts with Accor’s
revenue and equity for 2013.
Following the Committee’s review, the Board of Directors noted
that Accor did not have any business relations with the companies
in which Ms. Knobloch, Mr. Citerne and Mr. Bailly hold executive
The Board examined the business relations between Accor
and Groupe Canal Plus, where Mr. Méheut is Chairman of the
Management Board, and noted that these relations represented less
than 0.3% of the Group’s revenue and less than 0.6% of its equity.
The Board noted that the amount of transactions carried out
between Accor and L’Oréal – in which Ms. Gasperment holds the
position of Group Managing Director, Financial Communication &
Strategic Foresight – did not exceed 0.03% of the Group’s revenue
and 0.04% of its equity.
Lastly, the fees paid in 2013 to Havas, of which Ms. Erra is
Executive President, represented 0.15% of the Group’s revenue
and 0.29% of its equity.
In view of the results of this analysis, and based on the criteria
above, on February 19, 2014, the Board affirmed that Ms. Erra,
Ms. Gasperment, Ms. Knobloch, Mr. Bailly, Mr. Citerne and
Mr. Meheut qualify as independent directors.
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