2014 Registration Document and Annual Financial Report - page 109

Report of the Chairman of the Board of Directors
Independence criteria applied (as at February 17, 2015)
Not to be an
or executive
of the
No cross-
No material
with the
No family
ties with an
Not to have
been an
auditor or
a former
Not to have
been a
director of
the Company
for more than
12 years
Not to own
more than
10% of the
share capital
Jean-Paul Bailly
Sébastien Bazin
Philippe Citerne
Iliane Dumas
Mercedes Erra
Sophie Gasperment
Jonathan Grunzweig
Iris Knobloch
Bertrand Meheut
Virginie Morgon
Nadra Moussalem
Patrick Sayer
(1) Determined based on the scheduled expiration date of the director’s term of office.
(2) Director representing employees
In accordance with the Company Bylaws and the Board of Directors
Bylaws, Paul Dubrule and Gérard Pélisson, Accor’s Founding
Co-Chairmen, may attend Board meetings in a consultative capacity,
and may be invited to attend meetings of the Board Committees.
Minimum shareholding requirement
and preventing conflicts of interest
At the Annual Shareholders’ Meeting held on April 29, 2014, the
Company’s Bylaws were amended to increase the minimum number
of Accor shares that directors are required to hold in registered
form from 500 to 1,000. In addition, to emphasize the importance
of directors’ attendance at Board and Committee meetings and to
comply with the related recommendation in the AFEP/MEDEF Code,
the Board of Directors Bylaws provide that two-thirds of the fees
allocated to directors must be based on their attendance record.
Lastly, with a view to preventing any potential conflicts of interest,
members of the Board are required to complete a statement every
year disclosing any and all direct or indirect ties they have with
the Company. To date, none of these statements have disclosed
any actual or potential conflicts of interest between a director and
the Company. If a new direct or indirect business relationship is
envisaged between the Company or the Group and a director or a
Founding Co-Chairman, the procedure for related-party agreements
provided for in Article L. 225-38
et seq.
of the French Commercial
Code is applied whenever the business relationship concerned
does not constitute a routine agreement entered into on an arm’s
length basis.
Other than routine agreements entered into on an arm’s length
basis, no new agreements have been signed between any of
the Company’s subsidiaries and a director, executive officer or
shareholder that owns more than 10% of the Company’s capital.
In addition, directors adhere to the Board of Directors Code of
Conduct (presented in Appendix B), which defines the scope of
their duty of diligence, discretion and confidentiality, and specifies
the rules applicable to trading in the Company’s securities.
Board of Directors’ work
The preparation and organization of the Board of Directors’ work are
governed by the laws and regulations applicable to French public
limited companies
(sociétés anonymes)
, the Company’s Bylaws,
and the Board of Directors Bylaws, which describe the operating
procedures of the Board Committees.
The Board met ten times in 2014.The notices of meeting together
with the agenda were e-mailed to all the members several days
before each meeting date. In the period between two meetings,
members were kept regularly informed of significant events and
transactions involving the Company and were sent copies of the
related press releases issued by the Company.
Registration Document 2014
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