2014 Registration Document and Annual Financial Report - page 108

Report of the Chairman of the Board of Directors
and Chief Executive Officer, theVice-Chairman Senior independent
director, the other members of the Board and the Board Secretary,
based on a questionnaire approved in advance by the Senior
Independent Director, the consultant presented the results of the
assessment at the Board meeting held on December 12, 2014.
Overall, the assessment showed that the directors are satisfied with
the allocation of powers between the Chairman and Chief Executive
Officer and the Board of Directors, as well as with the quality of
the discussions held during meetings of the Board and Board
Committees. However, the directors did feel that the information
provided to them could be improved, notably by including agenda
items at Board and Committee meetings related to issues such
as the Group’s human resources and its competitive positioning.
The Company has used the assessment report to draw up an
action plan aimed at enhancing the Board’s operating procedures,
which was approved at the Board of Directors February 17, 2015
meeting based on the recommendation of the Compensation,
Appointments and Corporate Governance Committee.The measures
included in the plan notably involve setting up an induction program
to make it easier for new directors to learn about the Group and
its governance, strategy and organization. The induction program
entails (i) providing Directors with certain documents concerning
the Group, (ii) meeting with the Chairman and Chief Executive
Officer, theVice-Chairman of the Board, the Board Secretary, other
directors and members of Accor’s Executive Committee, and (iii)
onsite visits to one or more Group hotels. Lastly, with a view to
enhancing the information given to directors, an annual schedule of
Board and Board Committee meetings will be sent to the directors
at the beginning of each calendar year, with agenda items on the
issues identified in the assessment report.
Membership of the Board of Directors
and the independence of directors
The Board of Directors currently has 12 members, including one
employee representative director appointed on May 2, 2014 by the
trade union that obtained the largest number of votes in the most
recent trade union elections within the Group, in accordance with
Article 12 of the Company’s Bylaws. Five of the directors are women
and six are deemed to be independent based on the criteria listed
in the AFEP/MEDEF Code. Consequently, the Company complies
with the Board representation recommendations in the AFEP/
MEDEF Code as, excluding the employee representative director,
the proportion of women on the Board is 36% and the proportion
of independent directors is 54%.
The Board assesses the independence of its members each year
based on the criteria listed in the AFEP/MEDEF Code, which states
that in order for a director to be considered independent he or she
must not:
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;
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;
be a customer, supplier, investment banker or commercial banker:
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;
have close family ties with an executive director;
have been an auditor of the corporation in the last five years;
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 11, 2015, 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 material. 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 consolidated
revenue and equity for 2014.
Following the Committee’s review, the Board of Directors noted
that Accor did not have any material business relations with the
companies in which Sophie Gasperment, Iris Knobloch, Philippe
Citerne and Jean-Paul Bailly hold executive positions.
The Board examined the business relations between Accor and
Groupe Canal Plus, where Bertrand Meheut is Chairman of the
Management Board, and noted that these relations represented
0.22% of the Group’s revenue and 0.31% of its equity.
The fees paid by Accor in 2014 to Havas, of which Mercedes Erra
is Executive President, represented 0.09% of the Group’s revenue
and 0.13% of its equity.
In view of the results of this analysis, and based on the criteria
above, on February 17, 2015, the Board affirmed that Mercedes
Erra, Sophie Gasperment, Iris Knobloch, Jean-Paul Bailly, Philippe
Citerne and Bertrand Meheut qualify as independent directors.
Lastly, Philippe Citerne’s term of office as a director is due to expire
at the close of the Annual Shareholders’ Meeting to be called to
approve the financial statements for the year ended December 31,
2014. If he is re-elected for a three-year term, he will no longer
qualify as an independent director under the criteria in the AFEP/
MEDEF Code only on the expiration of the three-year term, as
during this three-year period he will cross the threshold of having
been a director of Accor for more than twelve years.
Registration Document 2014
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