2014 Registration Document and Annual Financial Report - page 110

Corporate GOVERNANCE
Report of the Chairman of the Board of Directors
3
Each ordinary Board meeting lasted four hours on average and the
attendance rate was 92%.
At its meetings, the Board performed the duties required of it by law
and the Company’s Bylaws. It was also informed by the Chairman and
Chief Executive Officer and the Deputy Chief Executive Officer – as
well as in some cases by other senior executives – of numerous
significant achievements and projects relating to Accor’s business.
During the year, it authorized several bond issues and the acquisition
of significant real-estate assets. In addition, it approved the Digital
Plan presented by Management as well as a strategic alliance in
Asia with the Huazhu group (China Lodging Group).
In 2014, the Board also carried out a formal assessment of its
operating procedures, reviewed the membership structure of its
Committees and put forward a new director for election.
In compliance with the French decree dated August 2, 2014 and in
line with its established practice, the Board reviewed the related-party
agreements approved in prior years and justified its reasons for
approving new related-party agreements.
Lastly, the Board called the Annual Shareholders’ Meeting and
approved the Report of the Chairman of the Board of Directors.
Directors’ attendance at Board meetings in 2014
Number of meetings
taken into account
Attendance
rate
Jean-Paul Bailly
10
70%
Sébastien Bazin
10
100%
Philippe Citerne
10
100%
Iliane Dumas (from May 2, 2014)
5
100%
Mercedes Erra
10
100%
Sophie Gasperment
10
90%
Jonathan Grunzweig (from April 29, 2014)
5
80%
Iris Knobloch
10
90%
Bertrand Meheut
10
80%
Virginie Morgon
10
100%
Nadra Moussalem
10
100%
Patrick Sayer
10
90%
Board Committees
Board discussions and decisions on certain topics are prepared by
specialist Board Committees made up of directors appointed by the
Board for the duration of their term as director.These Committees
examine matters falling within their terms of reference, as well as
any matters referred to them for consideration by the Chairman
and Chief Executive Officer. They report regularly to the Board on
their work, and provide the Board with their observations, opinions,
proposals and recommendations.
There are currently three standing Board Committees:
ƒƒ
the Audit and Risks Committee;
ƒƒ
the Compensation,Appointments and Corporate Governance
Committee;
ƒƒ
the Commitments Committee.
The organizational and procedural framework applicable to the Board
Committees is described in the Company’s Bylaws and in the Board
of Directors Bylaws, which are presented below.
The Board may also set up one or several special Committees.
Each Committee is chaired by one of its members, who is appointed
by the Board on the recommendation of the Compensation,
Appointments and Corporate Governance Committee.The Committee
Chairman appoints a person who may or may not be a Committee
member to act as secretary.
The Chairman of each Committee may ask for the Committee to
be consulted on any matters falling within its terms of reference
that have not been referred to it.
Each Committee is required to periodically review its rules of procedure
and propose to the Board any changes that are considered necessary.
The Board Committees do not have any decision-making authority.
To assist them in their work, the Board Committees may commission
technical reports fromCompanymanagement or external consultants.
In both cases, the Chairman and Chief Executive Officer is notified in
advance.The Committees may also arrange meetings with members
of management responsible for the areas under review, without
any executive directors necessarily being present. In this case also,
the Chairman and Chief Executive Officer is informed in advance.
Registration Document 2014
108
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