2014 Registration Document and Annual Financial Report - page 111

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Corporate GOVERNANCE
Report of the Chairman of the Board of Directors
TheAudit and Risks Committee
has six members –Mercedes Erra,
Virginie Morgon, Iris Knobloch, Philippe Citerne, Nadra Moussalem
and Jean-Paul Bailly – all of whom have the necessary technical
knowledge to fulfill the Committee’s duties. Four of these members
are qualified by the Board as independent, including Philippe Citerne,
who chairs the Committee and is senior independent director.
At its meeting on February 17, 2015 the Board of Directors decided to
appoint Iliane Dumas as a member of theAudit and Risks Committee.
The Audit and Risks Committee met six times in 2014, with an
average attendance rate of 80.5%.
Statutory Auditors, the Chairman and Chief Executive Officer, the
Chief Financial Officer and the Board Secretary attend the meetings,
joined when appropriate by the SeniorVice-President, Internal Audit.
The meetings in which the annual and interim financial statements
are reviewed begin with a discussion with the Statutory Auditors,
which takes place without Company management being present.
During its meetings held in 2014, the Committee (i) prepared the
Board’s review and discussion of the annual and interim financial
statements, (ii) examined the implementation of the newpresentation
of the Group’s financial results, broken down between HotelInvest and
HotelServices, (iii) examined the accounting treatment and impacts
of the bond issues and of the significant real-estate acquisitions,
(iv) tracked developments in the Group’s tax disputes, (v) was
given presentations on upcoming changes in accounting standards
and regulations, and (vi) reviewed Internal Audit findings and the
yearly update of the risk map and the acquisitions of significant
real-estate assets.
The Compensation,Appointments and Corporate Governance
Committee
comprises five members, three of whom are qualified
by the Board as independent. It is chaired by Bertrand Meheut (who
is an independent director), and its other members are Sophie
Gasperment, Jean-Paul Bailly, Jonathan Grunzweig and Patrick Sayer.
The Compensation, Appointments and Corporate Governance
Committee met three times in 2014, with an average attendance
rate of 60%.
During its meetings, the Committee (i) examined the membership
structure of the Board Committees, (ii) monitored the implementation
of the recommendations in the report on the assessment of the
Board’s operating procedures, and (iii) reviewed the terms and
conditions of the performance share plans launched in 2014 and the
achievement levels of the performance criteria for previously-launched
stock option and performance share plans.
Also during the year the Committee reviewed the related-party
agreements approved in prior years which remained in force in
2014, assessed the independence of the Company’s directors
based on the criteria in the AFEP/MEDEF Code, and put forward
recommendations concerning the allocation of directors’ fees
among the Board members.
The Commitments Committee
has five members, the majority
of whom are qualified by the Board as independent. It is chaired
by Patrick Sayer and its other members are Mercedes Erra, Sophie
Gasperment, Philippe Citerne and Nadra Moussalem. Due to the
nature of the responsibilities assigned to this Committee – which
sometimes has to give its opinion on acquisitions or disposal projects
within a short timeframe – Committee meetings may be called at
any time, either in writing or verbally, by the Committee Chairman
or by the Chairman and Chief Executive Officer.
The Commitments Committee met five times in 2014, with an
average attendance rate of 92%.
During the year, the Committee’s work notably involved reviewing
acquisition projects for significant real-estate assets in Europe (the
MoorPark and AXA portfolios), the terms and conditions of the bond
issues, and the strategic alliance project in Asia with the Huazhu
group (China Lodging Group).
Conditions and procedures for attending
Shareholders’ Meetings
Accor’s next Annual Shareholders’ Meeting will be held on April
28, 2015 at 10:00 a.m. at the Pullman Paris Bercy hotel, 1, rue de
Libourne – 75012 Paris, France. The notice of meeting containing
the agenda and draft resolutions was published in the French legal
gazette
(Bulletin des Annonces Légales Obligatoires)
on March 23,
2015 and is available on the Company’s website at
In accordance with the law, the applicable conditions and procedures
for attending Shareholders’ Meetings are set out in the Company’s
Bylaws, which are available on theAccor website.They notably concern
admittance conditions (Article 24 of the Bylaws), organization of the
meetings (Article 25), and disclosure thresholds relating to shareholders’
interests in the Company’s capital and voting rights (Article 9).
Registration Document 2014
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