Registration Document 2013
Interests and Compensation
Based on the overall gross amount of €575,000 in directors’ fees approved by shareholders at the Annual Meeting on May 30, 2011, the
Board allocated a total gross amount of €549,184 to its members in accordance with its amended Bylaws. The following table shows a
breakdown of directors’ fees paid to the Board’s members in 2012 and 2013.
Table 4: Directors fees and other compensation paid to non-Executive Directors
Due for the year
Paid during the year
Mr. J. Barrack
(1) In his capacity as a director of Accor until August 27, 2013, when he was appointed Chairman and Chief Executive Officer.
3.5.2. DIRECTORS’ AND EMPLOYEES’ INTERESTS
Accor regularly sets up stock-based incentive plans for executives,
as well as for senior andmiddlemanagers. The terms and conditions
of the plans are determined by the Board of Directors, which then
gives the Chairman and Chief Executive Officer the necessary
powers to carry out the grants. In accordance with the AFEP/
MEDEF Corporate Governance Code, the 2013 plans were set
up at the same period as in previous years, except for the stock
option plan issued for Mr. Bazin at the time of his appointment as
Chairman and Chief Executive Officer.
Stock option plans
Stock option plans set up in 2013
On September 26, 2013, Accor set up a plan comprising 40,000
performance stock options granted to Mr. Bazin, Chairman and
Chief Executive Officer. The exercise price was set at €30.13,
corresponding to the average opening Accor share price over the
twenty trading days preceding the grant date, without any discount:
The applicable performance condition is based on Accor’s total
shareholder return (TSR) compared with the TSR of eight other
international hotel groups (Marriott, Starwood, Choice, Hyatt,
Whitbread, Intercontinental Hotels, NH Hoteles and Sol Melia). For
further details, please refer to note 25, page 240 to the consolidated
The stock options have an eight-year life and are exercisable as
from the fifth year provided that the grantee is still a member of
the Group on the first day of the exercise period.
In accordance with Article L. 225-186-1 of the French Commercial
Code, the Company has a discretionary profit-sharing plan that
covers at least 90% of all employees in its subsidiaries in France.
Proportion of options vesting on fulfillment of
Each year, the Board of Directors places on record the degree of
fulfillment of the performance conditions applicable under the
performance stock option plans set up for executive officers and
other members of the Executive Committee.
At its meeting on February 19, 2014, the Board of Directors placed
on record that for the performance stock option plans outstanding
in 2013 the following proportions of the options granted could
vest, based on the extent to which the applicable performance
conditions had been met:
0% under the April 2, 2010 plan;
12.5% under the April 4, 2011 plan;
0% under the March 27, 2012 plan.