2013 Registration document and annual financial report - page 120

Registration Document 2013
118
Corporate Governance
3
Report of the Chairman of the Board of Directors
Each Audit and Risks Committee meeting begins with a discussion
with the Statutory Auditors, which takes place without Company
management being present. The Chairman and Chief Executive
Officer, the Global Chief Financial Officer and the Board Secretary
then attend the rest of the meeting, joined when appropriate by
the Senior Vice-President, Internal Audit.
During its meetings held in 2013, the Committee (i) prepared the
Board’s review and discussion of the annual and interim financial
statements, (ii) examined the principles applied for the publication
of Accor’s financial statements and financial communications
and for the recognition of impairment losses, (iii) tracked the
implementation of a voluntary separation plan for headquarters
employees in France, (iv) tracked developments in the Group’s
tax disputes, (iv) was given presentations on upcoming changes
in accounting standards and regulations, and (v) reviewed Internal
Audit findings and the yearly update of the risk map.
The Compensation, Appointments and Corporate Governance
Committee
comprises four members, two of whom are qualified
by the Board as independent. It is chaired by Mr. Meheut (who
is an independent director), and its other members are Ms.
Gasperment, Mr. Bailly and Mr. Sayer. Mr. Bazin was a member of
this Committee until August 27, 2013 when he was appointed
Chairman and Chief Executive Officer.
The Compensation, Appointments and Corporate Governance
Committee met six times in 2013, with an average attendance
rate of 96%.
During its meetings in 2013, the Committee (i) examined the
membership structure of the Board of Directors and its Committees,
(ii) took part in the nomination process for a new independent director,
(iii) monitored the selection process for the newChairman and Chief
Executive Officer, (iv) put forward recommendations to the Board
of Directors concerning both the compensation packages of new
executive directors and the departure conditions for Mr. Hennequin
and Mr. Caillère, and (v) reviewed the terms and conditions of the
performance share plans launched on April 15, 2013.
Also during the year the Committee reviewed the related-party
agreements approved in prior years which remained in force in
2013, assessed the independence of the Company’s directors
based on the criteria in the AFEP/MEDEF Code, and put forward
recommendations concerning the allocation of directors’ fees
among the Board members.
The Commitments Committee
has five members, the majority
of whom are qualified by the Board as independent. It is chaired by
Mr. Sayer and its other members are Ms. Erra, Ms. Gasperment,
Mr. Citerne and Mr. Moussalem. Mr. Bazin was a member of this
Committee until August 27, 2013 when he was appointed Chairman
and Chief Executive Officer.
Due to the nature of the responsibilities assigned to this Committee
– which sometimes has to give its opinion on acquisitions or disposal
projects within a short timeframe – Committee meetings may be
called at any time, either in writing or verbally, by the Committee
Chairman or by the Chairman and Chief Executive Officer.
The Commitments Committee met six times in 2013, with an
average attendance rate of 90%.
During the year the Committee also helped with the preparation
of the Investor Day held on November 27, 2013, during which
the Group’s new business strategy was presented. And lastly,
it examined a number of significant real-estate disposal plans.
Conditions and procedures for attending
Shareholders’ Meetings
Accor’s next Annual Shareholders’ Meeting will be held on April 29,
2014 at 10:00 a.m. at Novotel Paris Tour Eiffel, 61 quai de Grenelle,
75015 Paris, France. The notice of meeting containing the agenda
and draft resolutions was published in the French legal gazette
(
Bulletin des annonces légales obligatoires
) on March 24, 2014
and is available on the Company’s website at
.
In accordancewith the law, the applicable conditions and procedures
for attending Shareholders’ Meetings are set out in the Company’s
Bylaws, which are available on the Company’s website. They
notably concern admittance conditions (Article 24 of the Bylaws),
organization of the meetings (Article 25), and disclosure thresholds
relating to shareholders’ interests in the Company’s capital and
voting rights (Article 9).
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