2014 Registration Document and Annual Financial Report - page 149

3
Corporate GOVERNANCE
Statutory Auditors’ special report on related party agreements and commitments
3.6. STATUTORY AUDITORS’ SPECIAL REPORT ON
RELATED PARTY AGREEMENTS ANDCOMMITMENTS
Shareholders’ Meeting to approve the financial statements for the year ended December 31, 2014
This is a free translation into English of the statutory auditor’s special report on regulated agreements and commitments with third parties
that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated
agreements and commitments should be read in conjunction with, and construed in accordance with, French law and professional auditing
standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial
Code (Code de Commerce) and that the report does not apply to those related party transactions described in IAS 24 or other equivalent
accounting standards.
To the Shareholders,
In our capacity as Statutory Auditors of Accor, we hereby report to you on related party agreements and commitments.
It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of agreements
and commitments that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their
relevance or merit or identifying any other agreements or commitments. In accordance with Article R.225-31 of the French Commercial
Code (
Code de Commerce
), it is the responsibility of the shareholders to determine whether the agreements and commitments are
appropriate and should be approved.
It is also our responsibility to provide shareholders with the information required under Article R.225-31 of the French Commercial Code,
on the performance during 2014 of any agreements and commitments already approved by shareholders.
We conducted our procedures in accordance with the professional guidelines of the French National Institute of Statutory Auditors (
Compagnie
Nationale des Commissaires aux Comptes
) relating to this engagement.These procedures involved verifying that the information provided
to us is consistent with the underlying documents.
AGREEMENTS AND COMMITMENTS SUBMITTED FOR SHAREHOLDER APPROVAL
Agreements and commitments authorized during 2014
In accordance with Article L.225-40 of the French Commercial Code, we have been informed of the following agreements and commitments
authorized by the Board of Directors.
1. With Sébastien Bazin, Chairman and Chief Executive Officer
The agreements and commitments authorized in favor of Mr. Sébastien Bazin were approved by the Shareholders’ Meeting on April 29,
2014. Pursuant to Article L 225-42-1 of the French Commercial Code, since Mr. Bazin’s terms of office as Chairman and Chief Executive
Officer and Director were approved at the same Shareholders’ Meeting, the agreements and commitments entered into on his behalf
must be submitted once again for approval. These agreements and commitments had not been amended at the time of their renewal.
a)
Type of commitment and purpose:
Compensation for loss of office payable to Mr. Sébastien Bazin as Chairman and Chief Executive
Officer or non-renewal of his Director’s term of office
Terms and conditions:
On February 19, 2014, the Board of Directors authorized the Company to enter into an agreement for the payment to Mr. Sébastien
Bazin of a termination benefit as compensation for loss of office in the event that his appointment as Chairman and Chief Executive
Office is terminated (except in the event of gross or willful misconduct) or his Director’s term of office is not renewed. The amount
of the termination benefit would be equal to twice the amount of Mr. Bazin’s total fixed and variable compensation for the fiscal year
preceding his loss of office, and its payment would be subject to the following performance criteria:
yy
consolidated return on capital employed for the previous three years must have exceeded the Group’s cost of capital as published
in the Registration Document for those years,
yy
the Group must have reported positive operating free cash flow in at least two of the previous three years,
yy
like-for-like EBITDAR margin must have exceeded 27.5% in at least two of the three previous years.
Registration Document 2014
147
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