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 COMMERCIAL CODE)
This report was approved by the Board of Directors at its meeting
on February 17, 2015. It was prepared in accordance with the
Reference Framework for Risk Management and Internal Control
Systems issued by theWorking Group set up by the French securities
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 Reference Framework.
3.2.1. CORPORATE GOVERNANCE ANDTHE BOARD OF DIRECTORS’
Corporate Governance Code
In 2014 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 110.
In addition, each director is required to comply with the Board of
Directors Code of Conduct, set out in Appendix B on page 114.
Chairman and Chief Executive Officer
and Deputy Chief Executive Officer
The roles of Chairman of the Board of Directors and Chief Executive
Officer have been combined since 2009.
During 2013, following the departure of the previous Chairman and
Chief Executive Officer, the Board set up a transitional governance
structure under which it temporarily separated the role of Chairman
of the Board of Directors from that of Chief Executive Officer. On
August 27, 2013, the Board ended the transition period by appointing
Sébastien Bazin as Chairman and Chief Executive Officer and Philippe
Citerne asVice-Chairman of the Board and senior independent director.
Also, on the recommendation of the Chairman and Chief Executive
Officer, on December 2, 2013 the Board appointed Sven Boinet as
Deputy Chief Executive Officer in charge ofTransformation. On the
same date, it authorized an employment contract to be entered into
between Mr. Boinet and the Company, for him to serve as director
in charge of Human Resources and Legal Affairs.
The Board considered that by combining the roles of Chairman of
the Board and Chief Executive Officer the Group would be able to
have 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. This type of governance structure also encourages
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.
During the formal assessment of the Board of Directors’ operating
procedures carried out in 2014, the directors stated that this governance
structure, with the combined role of Chairman and Chief Executive
Officer, is effectively adapted to the Group’s current situation and that
the allocation of powers and responsibilities between the Chairman
and Chief Executive Officer, the senior independent director and the
Board of Directors as a whole is effective and balanced.
In accordance with the law and 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. In accordance with the Board
of Directors Bylaws, the roles and responsibilities of the senior
independent director include the following:
he may call Board meetings in the event that the Chairman and
Chief Executive Officer is unable to do so, and he may chair Board
meetings in the absence of theChairman andChief ExecutiveOfficer;
Registration Document 2014