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2020 proxy statement
accenture
2021 Proxy Statement
& noticeNotice of annual meeting February 3, 2021 dublin,Annual Meeting
January 26, 2022 | Dublin, Ireland Accenture
Summary of Contentscontents
i Proxy Summary i Table of Contents ixsummary
01 Corporate Governance 1 Appointment of Directors 17governance
18 Proposal 1: Appointment of Directors 17 Director Nominee Biographies 21 Director Compensation 27 Beneficial Ownership 30 Executive Compensation directors
32 Proposal 2: Non-Binding VoteNon-binding vote to Approve 32 Executive Compensation Compensation Discussion and Analysis 33 Compensation Committee Report 52 Compensation Tables 53 Audit 63 Audit Committee Report 63approve executive compensation
61 Proposal 3: Non-Binding RatificationApproval of Appointment 64amendment to Amended and Restated Accenture plc 2010 Share Incentive Plan
70 Proposal 4: Ratify the appointment and approve remuneration of Independent Auditors and Binding Authorization of the Board to Determine Its Remunerationauditors
72 Proposals 5 – 7: Annual Irish Law Proposals 66 Proposal 4: Board Authority to Issue Shares 66 Proposal 5: Board Authority to Opt-Out of 67 Pre-emption Rights Proposal 6: Determine Price Range for 69 Re-Allotment of Treasury Shareslaw proposals
76 Questions and Answers About the Annual Meeting 70answers
81 Additional Information 75
Dear Fellow
Shareholder:Dear fellow shareholder:
Accenture plc’s 20212022 annual general meeting of shareholders will be held at 3:00 pm local time on Wednesday, February 3, 2021January 26, 2022 at The Dock, located at 7 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland. In light of the ongoing COVID-19 pandemic, shareholders are strongly encouraged to vote their shares by proxy in advance of the annual general meeting.
The attached notice of the 20212022 annual general meeting of shareholders and proxy statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. Your vote is very important to us. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The Board of Directors recommends that you vote “FOR” each of the proposals as listed on the attached notice.
You may submit your proxy either over the telephone or the Internet. In addition, if you have requested or received a paper copy of the proxy materials, you can vote by marking, signing, dating and returning the proxy card or voter instruction form sent to you in the envelope accompanying the proxy materials.
Accenture is monitoring COVID-19 developments and other circumstances, as well as guidance issued by relevant health organizations. Should we determine that alternative arrangements may be advisable or required, such as changing the date, time, location or format of the meeting, we will announce our decision by press release and post additional information on the Investor Relations section of our website (http:(https://investor.accenture.com)investor.accenture.com).
Thank you for your continued support.
Sincerely,
David RowlandJulie Sweet
Chair and Chief Executive Chairman
Officer
December 10, 2020
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Notice of Annual General Meetingannual general meeting of Shareholdersshareholders
Date Wednesday, January 26, 2022 Time 3:00 pm local time Place The Dock, 7 Hanover Quay Grand Canal Dock, Dublin 2, Ireland Record Date
November 29, 2021 Availability of Materials The proxy statement, our Annual Report for the fiscal year ended August 31, www.proxyvote.com | Items of Business
1. By separate resolutions appoint the
2. Approve, in a non-binding vote, the compensation of our named executive officers
3. Approve an amendment to the Amended and Restated Accenture plc 2010 Share Incentive Plan to increase the number of shares available for issuance thereunder 4.Ratify, in a non-binding vote, the appointment of KPMG LLP (“KPMG”) as independent auditors of Accenture plc (the “Company”) and
Annual Irish Law Proposals:
The Board recommends that you vote “FOR” each director nominee included in Proposal 1 and “FOR” each of the other proposals. The full text of these proposals is set forth in the accompanying proxy statement. Registered shareholders of the Company at the close of business on the record date are eligible to vote at the meeting.
During the meeting, management will also present, and the auditors will report to shareholders on, our Irish financial statements for the fiscal year ended August 31,
We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under “Questions and
By order of the Board of Directors,
Joel Unruch General Counsel and Corporate Secretary December | |||||
Your vote is important
To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:
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Internet
Online at www.proxyvote.com
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Telephone
Call 1 (800) 690-6903 |
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Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope
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Depending on concerns about and developments relating to the COVID-19 pandemic, we may need to change the date, time, location and/or format of the meeting, subject to Irish law requirements and U.S. securities law requirements and guidance. The Company will publicly announce any such changes and how to participate in the meeting |
Proxy summary
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Mattersi This proxy summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to be voted uponshareholders on or about December 9, 2021. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting.
Items of Business
The following table summarizes the proposals to be voted upon at the 20212022 Annual General Meeting of Shareholders to be held on February 3, 2021January 26, 2022 (the “Annual Meeting”) and the Board’s voting recommendations with respect to each proposal.
Proposals Voting Standard Board Recommendation Page Reference
1. Appointment of Directors Majority of Votes Cast FOR each nominee 18
2. Advisory Vote to Approve Executive Compensation Majority of Votes Cast FOR 32
3. Amend the Amended and Restated Accenture plc 2010 Share Incentive Plan Majority of Votes Cast FOR 61
4. Ratify the Appointment and Approve Remuneration of Auditors Majority of Votes Cast FOR 70
5. Grant Board Authority to Issue Shares Majority of Votes Cast FOR 72
6. Grant Board Authority to Opt-Out of Pre-emption Rights 75% of Votes Cast FOR 73
7. Determine Price Range for the Re-Allotment of Treasury Shares 75% of Votes Cast FOR 75
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Corporate Governance Highlights
Accenture (the “Company”) hasis a historyleading global professional services company that helps clients build their digital core, transform their operations, and accelerate revenue growth—creating tangible value across their enterprises at speed and scale. We are uniquely able to create these outcomes because of our broad range of services in strategy and consulting, interactive, technology and operations, with digital capabilities across all of these services. We combine unmatched industry experience and specialized capabilities, together with our culture of innovation and shared success to serve clients in more than 120 countries.
Our Strategy
The core of our growth strategy is delivering 360° value to our clients, our people, our shareholders, our partners and communities. Our strategy defines the areas in which we will drive growth, build differentiation via 360° value and enable our business to create that value every day.
Technology is the single biggest driver of change in companies today. We help our clients use technology to build their digital core to drive enterprise-wide transformation-such as moving them to the cloud, leveraging data and artificial intelligence, and embedding security and sustainability across the enterprise; by transforming their operations-such as through our Operations services and Industry X; and by accelerating their revenue growth-such as through creating new and meaningful experiences through Interactive.
We leverage our scale and global footprint, innovation capabilities, and strong corporate governance. The Company believes good governance is criticalecosystem partnerships, together with our assets and platforms including MyWizard, MyNav and SynOps, to achieving long-term shareholder value. consistently deliver tangible value for our clients.
We believe our clients need our focus on 360° value, which we define as delivering the financial business case and unique value a client may be seeking, and striving to partner with our clients through our Sustainability Value Promise to achieve greater progress on inclusion and diversity, reskill and upskill our clients’ employees, help our clients achieve their sustainability goals, and create meaningful experiences, both with Accenture and for the customers and employees of our clients.
Key enablers of our growth strategy include:
Our People
As a talent- and innovation-led organization, across our entire business our people have highly specialized skills that drive our differentiation and competitiveness. We care deeply for our people, and are committed to governance practicesa culture of shared success, to investing in our people to provide them with boundaryless opportunities to learn and policies that servegrow in their careers through their work experience and continued development, training and reskilling, and to helping them achieve their aspirations both professionally and personally. We have an unwavering commitment to inclusion and diversity;
Our Commitment
We are a purpose-driven company, committed to delivering on the long-term interestspromise of technology and human ingenuity by continuously innovating and developing leading-edge ideas and leveraging emerging technologies in anticipation of our clients’ needs. Our culture is underpinned by our core values and Code of Business Ethics, which are key drivers of the Companytrust our clients and its shareholders. The following table summarizes certain highlightsPartners place in us; and
Our Foundation
Our growth model, which leverages our global sales and client experience, enables us to be close to our clients, people and partners to scale efficiently. Our enduring shareholder value creation model also is a key element of the foundation that enables us to execute on our corporate governance practices and policies:
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Snapshot of Director Nominees
Our director nominees exhibit a mix of skills, experience, diversity and perspectives:
Board Diversity
Director Skills
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| Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | Other Public Company Boards | |||||||
Jaime Ardila | 65 | 2013 | Retired Executive Vice President and President, South America, General Motors | ● | ● Audit ● Finance (C) | 2 | ||||||||
Herbert Hainer | 66 | 2016 | President & Chairman of the Supervisory Board, FC Bayern München AG | ● | ● Compensation ● Finance | 1 | ||||||||
Nancy McKinstry | 61 | 2016 | CEO & Chairman of the Executive Board, Wolters Kluwer N.V. | ● | ● Compensation (C) ● Nominating & Governance | 1 | ||||||||
Beth E. Mooney (1) | 65 | Nominee | Retired Chairman and Chief Executive Officer, KeyCorp | ● | Finance | 2 | ||||||||
Gilles C. Pélisson(2) | 63 | 2012 | Chairman & CEO, TF1 Group | ● | ● Nominating & Governance | 1 | ||||||||
Paula A. Price | 59 | 2014 | Former CFO, Macy’s, Inc. | ● | ● Audit (C) ● Compensation | 3 | ||||||||
Venkata (Murthy) Renduchintala | 55 | 2018 | Former Chief Engineering Officer, Intel Corporation | ● | ● Audit | — | ||||||||
David Rowland | 59 | 2019 | Executive Chairman, Accenture plc | — | — | — | ||||||||
Arun Sarin(3) | 66 | 2015 | Retired CEO, Vodafone Group plc | ● | ● Compensation ● Nominating & Governance (C) | 3 | ||||||||
Julie Sweet | 53 | 2019 | CEO, Accenture plc | — | — | — | ||||||||
Frank K. Tang | 52 | 2014 | Chairman & CEO, FountainVest Partners | ● | ● Finance | — | ||||||||
Tracey T. Travis | 58 | 2017 | CFO, The Estée Lauder Companies | ● | ● Audit ● Finance | 1 |
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Financial HighlightsHighlights*
Fiscal 2020 Company Performance
Strong
We delivered record performance reflects continued growth ahead of thein fiscal 2021, with significant market share gains and strong profitability, and record cash flow, driving superior shareholder value
value.
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Historical Financial Performance*
Driving Shareholder Value Through Sustained Financial PerformancePerformance*
For the 3-yearthree-year period from the end of fiscal 20172018 through fiscal 2020,2021, our performance demonstrates our focus on delivering shareholder value. Broad-Based Revenue Growth 7.2% CAGR(1) in U.S. dollars and 7.8% in local currency
Sustained Margin Expansion 70 basis point expansion
Revenues
Operating Margin
(1) “CAGR” means Compound Annual Growth Rate
Strong Earnings Growth
13% CAGR (on a GAAP basis) 9% CAGR (on an adjusted basis)(2)
Significant Cash Returned to Shareholders since Fiscal 2018
10% dividends per share CAGR Earnings Per Share Cash Returned to Shareholders
(2) FY18 adjusted diluted EPS of $6.74 were adjusted to exclude the $0.40 impact of tax law changes. FY21 adjusted diluted EPS of $8.80 were adjusted to exclude the $0.36 impact of gains on an investment.
Total Shareholder Return (3)
(3) The cumulative TSR on our Class A shares for the period August 31, 2018 - August 31, 2021, compared with the
cumulative TSR over the same period of the S&P 500 Stock Index and the S&P 500 Information Technology Index, assuming that on August 31, 2018, $100 was invested in our Class A shares and in each of the two indices, with dividends reinvested on the ex-dividend date without payment of any commissions.
* See “Reconciliation of GAAP Measures to Non-GAAP Measures” on page 82.
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Total Shareholder Return(3)
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2020 InvestmentFiscal 2021 1nvestment Highlights
We continue to invest significantly in our business and our people, including in the following key areas:
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Our New Growth Model
Effective March 1, 2020, we began managing our business under a new growth model through our three geographic markets—North America, Europe and Growth Markets—and we reorganized our operations into four services—Strategy & Consulting, Interactive, Technology, and Operations. We also made leadership changes and expanded our global management committee to include a broader representationworkforce
Strong Leadership
8,500+ Accenture managing directors, with an average of leaders from our services15 years of Accenture experience, and geographic markets. The new model simplified our organizational structure and increased our agility to form multi-service teams to meet client needs rapidly and at scale. It is also accelerating innovation by enabling our teams to move seamlessly between global and local, leveraging our networkan executive leadership team with an average of more than 100 innovation hubs, our technology expertise and ecosystem relationships, and our global delivery capabilities to drive value for clients.
Compensation Practices Highlights(Consistent with our pay-for-performance philosophy, 2021 compensation decisions were aligned with our record financial performance in fiscal 2021, as described further under “Executive Compensation—Compensation Discussion and Analysis—Fiscal 2021 Compensation Decisions.”
Pay-for-Performance (page 36)
The Company’s performance with respect to total shareholder return over a three-year period was at the 86th percentile among the companies in our peer group. The realizable total direct compensation for the chair and chief executive officer role over this same period was at the 27th percentile, which indicates that relative Company performance ranked significantly higher than relative realizable pay, as compared to our peer group.
(1) Three-year realizable total CEO direct compensation includes fiscal 2021 and 2020 compensation for our current chair and chief executive officer and fiscal 2019 compensation for our former executive chairman, who served as interim chief executive officer during fiscal 2019. See page 36)37 for a definition of realizable total direct compensation. vii
2021 Chair and CEO Total Compensation Highlights (page 40)
Our compensation program is designed to reward executives for their overall
contribution to Company performance, including the Company’s execution against its business plan and the creation of 360° value for all stakeholders, and to provide executives with incentives to continue to expand their contributions to Accenture. The compensation decisions in recognition of performance during fiscal 2021, including with respect to our chair and chief executive officer, were tied to Company and individual performance. In making its compensation decisions, the Compensation, Culture & People Committee considered many
factors, including the Company’s record performance and significant market share gains during fiscal 2021, the creation of 360° value beyond our financials, Ms. Sweet’s exceptional level of engagement with the Company’s clients globally, and her execution of the Company’s strategic objectives, all while continuing to navigate the COVID-19 pandemic and investing significantly in our business, people and communities. The following reflects the pay decisions for our chair and chief executive officer, Julie Sweet, for fiscal 2021 performance:
Julie Sweet Chair and Chief Executive Officer
Base Compensation $1,500,000 (as of Dec. 1, 2021) (Increased from $1,400,000)
Fiscal 2021 Global Annual Bonus $5,450,000 Target Value of January 2022 Equity Awards
$19,450,000 $14,950,000 under Key Executive Performance Share Program $4,500,000 under Accenture Leadership Performance Equity Award Program
Pay Mix 6% Base Compensation 20% Fiscal 2021 Global Annual Bonus 74% January 2022 Equity Awards
77% of equity awards are granted under the Key Executive Performance Share Program and are subject to Company performance over a 3-year period.viii
Compensation Practices (page 35) The Compensation, Culture & People Committee oversees the design and administration of the Company’s compensation programs. The Compensation, Culture & People Committee believes that a well-designed, consistently applied compensation program is fundamental to the long-term creation of shared success—our commitment to make a positive difference together with our clients, our people, our shareholders, our partners and our communities. The following table summarizes some highlights of our compensation practices that drive our named executive officer compensation programs:
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2020 CEO Total Compensation (page 40)
Our compensation program is designed to reward executives for their overall contribution to Company performance, including the Company’s execution against its business plan and the creation of shareholder value, and to provide executives with incentives to continue to expand their contributions to Accenture. The compensation decisions in recognition of performance during fiscal 2020, including with respect to our chief executive officer, were tied to Company and individual performance. In making its compensation decisions, the Compensation Committee considered many factors, including the Company’s strong fiscal 2020 performance and Ms. Sweet’s leadership in implementing the Company’s new growth model, while navigating a period of unprecedented and unforeseen change as a result of the ongoing global health, financial and social crises. The following reflects the pay decisions for our chiefcash and equity incentive awards Include restrictive covenants in award agreements, with a clawback of equity under specified circumstances Mitigate potential dilutive effects of equity awards through our share repurchase programs Hold an annual “say-on-pay” advisory vote Conduct annual compensation risk review and assessment Retain an independent compensation consultant What we don’t do No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements No “golden parachutes,” change in control payments or excise tax gross-ups No change in control “single trigger” equity acceleration provisions No dividends or dividend equivalents paid until vesting No hedging or pledging of Company shares No supplemental executive officer, Julie Sweet, for fiscal 2020 performance:
CEO Compensation Decisions
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Corporate Governance HighlightsPay-for-Performance(page 36)
Accenture has a history of strong corporate governance. The Compensation CommitteeCompany believes good governance is critical to achieving long-term shareholder value. We are committed to governance practices and
policies that total realizable compensation forserve the long-term interests of the Company and its shareholders. The following table summarizes certain highlights of our corporate governance practices and policies:
Our practices and policies
Annual election of directors
100% independent Board committees
Shareholders holding 10% or more of our outstanding share capital have the right to convene a special meeting
9 of our 10 director nominees are independent Strong independent Lead Director, elected by the independent directors Annual Board, committee and individual director evaluations and self-assessments
Active shareholder engagement
Proxy access right Regular executive sessions, where independent directors meet without management present Robust director selection process resulting in a diverse and international Board in terms of gender, race, ethnicity, experience, perspectives, skills and tenure
Policy on political contributions and lobbying Board takes active role in Board succession planning and is committed to Board refreshment
Active Board oversight of strategy, risk management and environmental, social and governance (“ESG”) matters
New Expanded committee oversight to capture ESG, people and culture Board diversity policy Director overboarding policy
Corporate Governance Enhancements New We continually assess our corporate governance policies and practices. The Board recently approved the following enhancements:
ESG Oversight. Expanded the Nominating & Governance Committee’s role in overseeing the Company’s namedESG performance, disclosure, strategies, goals and objectives and monitoring evolving ESG risks and opportunities and renamed the committee the “Nominating, Governance & Sustainability Committee.”
People and Culture Oversight. Expanded the Compensation Committee’s role in overseeing the Company’s strategies and policies related to the Company’s people, including matters such as overall
well-being, pay equity, inclusion and diversity, leadership succession and culture and renamed the committee the “Compensation, Culture & People Committee.” Information Technology Oversight. Expanded the Audit Committee’s role in overseeing the Company’s information technology risk exposures, including cybersecurity, data privacy and data security. Board Diversity Policy. Implemented a new policy that as part of the search process for a new director, the Nominating,
Governance & Sustainability Committee will actively seek out women and underrepresented candidates to include in the pool from which Board nominees are chosen.
Director Overboarding Policy. Adopted an overboarding policy that provides that directors may not serve on the boards of more than three public companies, in addition to Accenture’s Board, and further limits directors who are chief executive officers should be closely aligned with the Company’s performance and each individual’s performance. As the graph below shows, the Company’s performance with respectof public companies to total shareholder return over a 3-year period was at the 94th percentile among theno more than two other public companies, in our peer group. The realizable total direct compensation for the chief executive officer role over this same period was at the 59th percentile, which indicates that relative Company performance ranked higher than relative realizable pay, as comparedaddition to our peer group, demonstrating a favorable alignment from a shareholder perspective. See page 37 for a definition of realizable total direct compensation.Accenture’s Board.
x
In the chart below, 3-year realizable total CEO direct compensation includes 2020 compensation for our current chief executive officer during her first year in this role, 2019 compensation for our former interim chief executive officer (and current executive chairman) and 2018 compensation for our former chairman and chief executive officer.
ACCENTURE |
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Compensation, Culture & People Committee Interlocks and Insider Participation | ||||
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ACCENTURE 2021 PROXY STATEMENT |
We use the terms “Accenture,” the “Company,” “we,” “our” and “us” in this proxy statement to refer to Accenture plc and its subsidiaries. All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on August 31.
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The Board is responsible for providing governance and oversight over the strategy, operations and management of Accenture. The primary mission of the Board is to represent and protect the interests of our shareholders. The Board oversees our senior management, to whom it has delegated the authority to manage the day-to-day operations of the Company. The Board has adopted Corporate Governance Guidelines, committee charters and a Code of Business Ethics which, together with our Memorandum and Articles of Association, form the governance framework for the Board and its committees. We believe good governance strengthens the Board and management’s accountability. The Board regularly (and at least annually) reviews its Corporate Governance Guidelines and other corporate governance documents and from time to time revises them when it believes it serves the interests of the Company and its shareholders to do so and in response to feedback from shareholders, changing regulatory and governance requirements and best practices. The following sections provide an overview of our corporate governance structure, including director independence and other criteria we use in selecting director nominees, our Board leadership structure and the responsibilities of the Board and each of its committees.
Key Corporate Governance Documents The following materials are accessible through the Governance Principles section of our website at https://accenture.com/us-en/company-principles: Corporate Governance Guidelines Code of Business Ethics Committee Charters Memorandum and Articles of AssociationKey Corporate Governance Documents The following materials are accessible through the Governance Principles section of our website at https://accenture.com/us-en/company-principles | ||
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Printed copies of all of these documents are also available free of charge upon written request to our Investor Relations Group at Accenture, Investor Relations, 888 Boylston Street, 12th Floor, Boston, Massachusetts 02199,800 North Glebe Road, Suite 700, Arlington, Virginia 22203, USA. Accenture’s Code of Business Ethics is applicable to all of our directors, officers and employees. If the Board grants any waivers from our Code of Business Ethics to any of our directors or executive officers, or if we amend our Code of Business Ethics, we will, if required, disclose these matters through our website on a timely basis.
Corporate Governance Practices
Accenture has a history of strong corporate governance. We are committed to governance policies and practices that serve the interests of the Company and its shareholders. Over the years, our Board has evolved our practices in the interests of Accenture’s shareholders. Our governance practices and policies include the following, among other things:things, and point out what is new since last year:
Board oversight of ESG | NEW | The Board has delegated ESG oversight responsibility to committees of the Board based on the expertise of those committees. We recently expanded the Nominating & Governance Committee’s oversight responsibility for the Company’s overall ESG performance, disclosure, strategies, goals and objectives and monitoring evolving ESG risks and opportunities and renamed the committee the “Nominating, Governance & Sustainability Committee.” We also expanded the Compensation Committee’s role in overseeing the Company’s strategies and policies related to the Company’s people, including matters such as overall well-being, pay equity, inclusion and diversity, leadership succession and culture and renamed the committee the “Compensation, Culture & People Committee.” | ||
Board diversity policy | As part of the search process for new director candidates, the Nominating, Governance & Sustainability Committee actively seeks out women and underrepresented candidates to include in the pool from which Board nominees are chosen (and instructs any search firm engaged for the search to do so). | |||
Director overboarding policy | Our directors may not serve on the boards of more than three public companies, in addition to our Board, and directors who are chief executive officers of public companies may not serve on the boards of more than two other public companies, in addition to our Board. | |||
Board oversight of strategy and risk | Our Board provides active oversight of our strategy and enterprise risk management program (including cybersecurity and data privacy risks). We recently expanded the Audit Committee’s oversight to include information technology risk exposures, including cybersecurity, data privacy and data security. |
Accenture 2021 Proxy Statement | Corporate Governance | 2 |
Annual election of | All of our directors are elected annually. | |||
Independent Board | All of our directors are independent except for our chair and chief executive | |||
100% independent Board committees | Each of our | |||
Strong independent Lead Director, elected by the independent directors | We have an independent Lead Director of the Board who has comprehensive duties that are set forth in the Company’s Corporate Governance Guidelines, including leading regular executive sessions of the Board, where independent directors meet without management |
Annual Board, committee and individual director | The Nominating, Governance & | |||
Commitment to Board refreshment | Our Board takes an active role in Board succession planning, is committed to Board refreshment and works towards creating a balanced Board with both fresh perspectives and deep experience. As a refreshment mechanism, we have a retirement age of 75. The current average tenure of our | |||
Our Board has a | ||||
Authority to call special meetings | Shareholders holding 10% or more of our outstanding share capital have the right to convene a special meeting. | |||
No shareholder rights plan (“poison pill”) | The Company does not have a poison pill. | |||
Proxy access right | Eligible shareholders can (subject to certain requirements) include their own qualified director nominees in our proxy materials. | |||
Active shareholder engagement | We regularly engage with our shareholders to better understand their perspectives, and our independent Lead Director has participated when requested by major shareholders. | |||
Our Code of Business Ethics, which applies to all employees as well as all members of the Board, reinforces our core values and helps drive our culture of compliance, ethical conduct and accountability. | ||||
Clawback policy | We maintain a clawback policy applicable to our chair and chief executive officer, | |||
Each named executive officer is required to hold Accenture equity with a value equal to at least | ||||
Prohibition on hedging or pledging of company stock | Our directors and all employees are prohibited from entering into hedging transactions, and our directors, our chair and chief executive officer, |
Accenture 2021 Proxy Statement | Corporate Governance | 3 |
We believe strong independent leadership is essential for the Board to effectively perform its functions and to help ensure independent oversight of management. Our Corporate Governance Guidelines provide the Board with the flexibility to choose the appropriate Board leadership structure for the Company based on what it believes is best for Accenture and its shareholders at a given point in time. Our Corporate Governance Guidelines also provide that if the same person holds the chairmanchair and chief executive officer roles or if the chairmanchair is not independent, the independent directors of the Board will designate one of the independent directors to serve as the independent Lead Director.
The Board regularly reviews its leadership structure. After careful consideration,David P. Rowland served as a director and our interim chief executive officer from January 2019 to September 2019 and executive chairman of our Board between September 2019 and September 1, 2021, when he stepped down as executive chairman and retired from Accenture. As part of its ongoing Board leadership succession discussions, the Board carefully considered the appropriate Board leadership structure going forward. The Board determined that the optimal structure for the Company and its shareholders at this time was having Julie Sweet serve as chair, alongside an independent Lead Director. Among other factors, the Board considered and evaluated: Ms. Sweet’s knowledge of Accenture and its industry, which has been built up over 10 years of experience with the Company, the strength of Ms. Sweet’s vision for the Company and the quality of her leadership, in particular in implementing the Company’s new growth model, while navigating a period of unprecedented and unforeseen change as a result of the ongoing global health, financial and social crises; the importance of consistent, unified leadership to execute and oversee the Company’s strategy; the strong and highly independent composition of the Board; and the meaningful responsibilities of the independent Lead Director. As a result, the Board determined that at this time, having separateupon Mr. Rowland’s retirement from the Company, Ms. Sweet should hold the role of chair of the Board, effective September 1, 2021.
In accordance with our Corporate Governance Guidelines, Gilles Pélisson has served as our independent Lead Director since January 2020. The Board believes that the presence of our independent Lead Director who, as described below, has meaningful oversight responsibilities, together with a combined chair and chief executive officer, and chair roles is best for Accenture and its shareholders. As chief executive officer, Ms. Sweet is responsible for developing and overseeing the implementation of our business strategy as well as leading and managing the day-to-day operations of the Company. With Mr. Rowland serving as executive chairman,provides the Company continues to leverage Mr. Rowland’s experience. In this role, Mr. Rowland focuses on Board oversight and governance matters, and serves as the liaison between the Board and management, working closely with the independent Lead Director and our chief executive officer.
optimal leadership to drive the Company forward at this time.
We continue to believe it is important that the Board retain flexibility to determine whether these roles should be separate or combined based upon the Board’s assessment of the Company’s needs. The Board recognizes that no single leadership model is right for all companies and at all times, and will continue to evaluate whether to split or combine the roles to ensure our leadership structure continues to be in the best interests of the Company and our shareholders.
In addition, in accordance with our Corporate Governance Guidelines, Gilles Pélisson currently serves as our independent Lead Director. The Board believes that the presence of our independent Lead Director who, as described below, has meaningful oversight responsibilities, coupled with an executive chairman and a separate chief executive officer, provides the Company with the optimal leadership to drive the Company forward at this time.
Independent Lead Director; Executive Sessions
The independent Lead Director helps ensure there is an appropriate balance between management and the independent directors and that the independent directors are fully informed and able to discuss and debate the issues that they deem important. The responsibilities of the independent Lead Director, which are described in the Company’s Corporate Governance Guidelines, include, among others:
Independent Lead Director Responsibilities
Gilles C. Pélisson Independent Lead Director | The independent Lead Director helps to ensure there is an appropriate balance between management and the independent directors and to keep the independent directors fully informed and able to discuss and debate the issues that they deem important. The responsibilities of the independent Lead Director, which are described in the Company’s Corporate Governance Guidelines, include, among others: |
Agendas | Providing input on issues for Board consideration, helping set and | |
Board meetings | Presiding at all meetings of the Board at which the | |
Executive sessions | Authority to call meetings of independent directors and presiding at all executive sessions of the independent directors. | |
Communicating with directors | Acting as a liaison between the independent directors | |
Communicating with shareholders | If requested by major shareholders, being available for consultation and direct communication. Serving as a liaison between the Board and shareholders on investor matters. |
Accenture 2021 Proxy Statement | Corporate Governance | 4 |
Responsibility | Description | |
Board evaluation process | Reviews annual anonymous surveys and conducts in-person self-assessment interviews with each Board member, together with the chair of the Nominating, Governance & Sustainability Committee, in order to gain valuable insights on how to strengthen the performance of the Board, its committees and individual directors. |
In addition to the above responsibilities, our independent Lead Director also has regular touchpoints with our chair and chief executive officer to discuss critical matters and other ongoing topics, including acquisitions and management decisions.
The Board believes that one of the key elements of effective, independent oversight is that the independent directors meet in executive session on a regular basis without the presence of management to discuss various matters related to the oversight of the Company, including the Board’s leadership structure and the chief executive chairman.officer’s performance. Accordingly, our independent directors meet separately in executive session at each regularly scheduled Board meeting. Our independent directors held 4four executive sessions during fiscal 2020,2021, all of which were led by the independent Lead Director.
The Board has adopted categorical standards designed to assist the Board in assessing director independence (the “Independence Standards”), which are included in our Corporate Governance Guidelines. The Corporate Governance Guidelines and the Independence Standards have been designed to comply with the standards required by the New York Stock Exchange (“NYSE”). OurIn accordance with the applicable NYSE rules and our Corporate Governance Guidelines, state that the Board shall performperforms an annual review of the independence of all directors and nominees and that the Board shall affirmatively determine that, tonominees. To be considered independent, a director must not have any direct or indirect material relationship with Accenture.Accenture, as determined affirmatively by the Board. In addition, committee members are subject to any additional independence requirements that may be required by applicable law, regulation or NYSE listing standards.
In making its independence recommendations, the Nominating, Governance & GovernanceSustainability Committee evaluates the various commercial, charitable and employment transactions and relationships known to the committee that exist between us and our subsidiaries and the directors and the entities with which certain of our directors or members of their immediate families are, or have been, affiliated (including those identified through our annual directors’director questionnaires). Furthermore, the Nominating, Governance & GovernanceSustainability Committee discusses other relevant facts and circumstances regarding the nature of these transactions and relationships to determine whether other factors, regardless of the Independence Standards, might compromise a director’s independence.
Based on its analysis, the Nominating, Governance & GovernanceSustainability Committee recommended, and the Board determined that, other than David Rowland and Julie Sweet, each of our director nominees (Jaime Ardila, Herbert Hainer, Nancy McKinstry, Beth E. Mooney, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala, Arun Sarin, Frank K. Tang and Tracey T. Travis) is independent under all applicable standards, including, with respect to members of the Audit and Compensation, Culture & People Committees, those applicable to such committee service. The Board concurred in these recommendations. In addition, the Board determined that Marjorie Magner,Herbert Hainer, who was not subject to re-appointment atleft the 2020 Annual Meeting,Board during 2021, was independent during the period shehe served on the Board during fiscal 2020.2021. In reaching its determinations, the Nominating, Governance & GovernanceSustainability Committee and the Board considered that during fiscal 2020,2021, Nancy McKinstry, Gilles C. Pélisson Paula A. Price, Venkata (Murthy) Renduchintala and Tracey T. Travis were employed by organizations that do business with Accenture. The amount received by Accenture or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either Accenture’s or such organization’s consolidated gross revenues.
The Board is responsible for providing governance and oversight regardingover the strategy, operations and management of Accenture. Acting as a full Board and through the Board’s 4four standing committees, the Board is involved in the Company’s strategic planning process. Annually,Each year, the Board holds a strategy retreat during which members of the Accenture Leadership team present the Company’s overall corporate strategy and seek input from the Board. At subsequent meetings, the Board continues to review the Company’s progress against its strategic plan. In addition, throughout the year, the Board will review specific strategic initiatives where the Board will provide additional oversight. The Board is continuously engaged in providing oversight and independent business judgment on the strategic issues that are most important to the Company.
Accenture 2021 Proxy Statement | Corporate Governance | 5 |
As part of the Board’s strategic and risk oversight, the Board oversees our ESG strategies. Throughout the year, the Board receives periodic reports from management on key ESG matters, including the sustainability services we provide to clients, our actions around being a responsible company and citizen, and our integrated reporting, which demonstrates our commitment to transparency and accountability of our goals and progress.
In fiscal 2021, the Board created an ad hoc committee consisting of our independent Lead Director and the chairs of each of the Board’s four standing committees to assist with reviewing Accenture’s ESG disclosures. More recently, the Board formally expanded the responsibilities of two of its standing committees to reflect their oversight of ESG matters. Beginning in October 2021, we renamed the Nominating, Governance & Sustainability and the Compensation, Culture & People Committees to reflect additional oversight responsibilities appointed to the committees. The Nominating, Governance & Sustainability Committee is now responsible for overseeing the Company’s overall ESG performance, disclosure, strategies, goals and objectives and monitoring evolving ESG risks and opportunities and the Compensation, Culture & People Committee is now responsible for overseeing the Company’s strategies and policies related to the Company’s people, including matters such as overall well-being, pay equity, inclusion and diversity, leadership succession and culture.
The full Board was briefed on our new integrated reporting approach, including Accenture’s new reporting experience, which describes how we create value that matters for our stakeholders. In line with our long-standing partnership with the UN Global Compact and advancement of the UN Sustainable Development Goals, we intend to expand the reporting we have been doing for more than a decade based on the Global Reporting Initiative and Carbon Disclosure Project. We also intend to include disclosures aligned with three additional ESG frameworks, namely: Sustainability Accounting Standards Board (SASB), Task Force on Climate-Related Financial Disclosure (TCFD) and the World Economic Forum International Business Council (WEF IBC) metrics.
The full Board is responsible for overseeing the Company’s enterprise risk management (“ERM”) program. As described more fully below, the Board fulfills this responsibility both directly and through its standing committees, each of which assists the Board in overseeing a part of the Company’s overall risk management. The risks described below include those formally monitored at a Board or committee level as part of the ERM program, including the annual risk assessment process, program scope, status of priority risks and risk profile, among other things, or pursuant to committee charters. These risks do not represent a complete list of all enterprise risks that are considered and addressed from time to time by the Board and its committees. For more information on risks that affect our business, please see our most recent Annual Report on Form 10-K and other filings we make with the Securities & Exchange Commission (the “SEC”).
The Company’sOur chief operating officer, coordinateswho is a member of our global management committee and reports to our chief executive officer, manages the Company’s ERM program. While historically the chief operating officer also was our chief risk officer, this year, we separated the roles and created a standalone chief risk officer position that reports to the chief operating officer and is focused on supporting the Company’s risk management program. The responsibilityResponsibility for managing each of the highest-priority risks is assigned to one or more members of our global management committee. The Company’s ERM program is designed to identify, assess and manage the Company’s risk exposures. As part of its ERM program, the Company:
Corporate Governance |
The Board The full Board oversees the Company's ERM program. As part of this oversight, the Board receives an annual detailed review of the Company's ERM program, including the annual risk assessment process, program scope, status of priority risks and risk profile, including the Company's approach to sustainability and people management, its operational footprint, and its investment risks and strategies, among other things. The Audit Committee assists with the oversight of the company's ERM guidelines and policies, and the Board has also delegated specific risk oversight responsibility to committees of the Board based on the expertise of those committees. The Board receives quarterly reports from the Board committee chairs, which include, when appropriate, updates with respect to the risks overseen by the respective committees. The Board committees oversee specific areas of the Company's risk management, which are described below. Audit Committee: The Audit Committee reviews our guidelines and policies with respect to risk assessment and management and our major financial and information technology risk exposures, including cybersecurity, data privacy and data security, along with the monitoring and mitigation of these exposures. As needed, the committee reviews the enterprise risks and risk management and, at a minimum, the committee is updated quarterly on the ERM program. The Audit Committee also discusses with the chairs of the Finance and Compensation, Culture & People Committees the risk assessment process for the risks overseen by those committees on at least an annual basis. Compensation, Culture & People Committee: The Compensation, Culture & People Committee reviews and discusses with management, managements assessment of certain risks, including whether any risks arising from the Company's compensation programs and strategies and policies related to its people are reasonably likely to have a material adverse effect on the Company. Finance Committee: The Finance Committee reviews and discusses with management financial-related risks facing the Company, including foreign exchange, counterparty and liquidity-related risks, major acquisitions, and the Company's insurance exposure. Nominating, Governance & Sustainability Committee: The Nominating, Governance & Sustainability Committee evaluates the overall effectiveness of the Board and its committees, including the Board's focus on the most critical issues and risks, and monitors evolving ESG risks. Oversight of Cybersecurity and Data Privacy Risks As part of the Board’s role in overseeing the Company’s ERM program, the Board devotes time and attention to cybersecurity and data privacy related risks. To reflect the Audit Committee’s role in overseeing these risks, in 2021 we updated the Committee’s charter to reflect the Committee’s expanded role in overseeing information technology risk exposures, including cybersecurity, data privacy and data security. The Audit Committee receives reports on cybersecurity and data privacy matters and related risk exposures from management, including our Chief Information Security Officer, at least twice a year and more frequently as applicable. The Audit Committee regularly updates the Board on such matters and the Board also periodically receives reports from management directly. | ||
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The risk landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the full Board as well as each of the Board committees, as appropriate. Over the course of fiscal year 2020,2021, management regularly updated our directors on the pandemic’s impacts to our people, our business and the strategic, operational and financial risks associated with the pandemic. All directors were invited to attend committee meetings (for example, Audit and Finance Committee meetings) over the course of the fiscal year to receive updates relating to the impact of the pandemic on our business. Discussions with the Board and committees have included, among other topics, business resilience and continuity, employee health and safety (such as remote care and safe return to office guidelines), technology and cybersecurity, changing customer expectations, supporting our broader community (e.g., India and demand for our services.the Philippines) and talent management. Management continues to report to the Board on its response to the pandemic and willintends to identify new risks as they may arise in light of the continuing effects of the COVID-19 pandemic.
Corporate Governance |
During fiscal 2020,2021, the Board met 4six times. In addition, per our committee charters, all of our Board members are typically invited to and frequently attend the meetings of our 4four standing committees, except as our committee charters provide that non-management directors may attend all committee meetings, butbe appropriate from time to time. Board members may only vote at meetings of the committees on which they serve. For example, during fiscal 2020 our response to the COVID-19 pandemic was discussed at multiple committee meetings that were open to and attended by the full Board. The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable committee meetings and each annual general meeting of shareholders. Directors are also expected to become familiar with Accenture’s organization, management team and operations in connection with discharging their oversight responsibilities.
During fiscal 2021, all of our incumbent directors attended at least 75% of the meetings of the Board and the committees on which they served (during the periods when they served) and the average attendance of all Board and committee meetings was over 95%.
Director Attendance at Annual Meetings
All twelve of the Board members serving on the Board at the time of our 20202021 annual general meeting of shareholders attended the 20202021 meeting. As set forth in our Corporate Governance Guidelines, the Board expects that its members will attend the annual general meeting of shareholders.
The Board currently has 4four standing committees: Audit; Compensation;Compensation, Culture & People; Finance; and Nominating, Governance & Governance.Sustainability. From time to time, the Board may also create ad hoc or special committees for certain purposes in addition to these 4four standing committees. For instance, in fiscal 2021, the Board created an ad hoc committee consisting of our independent Lead Director and the chairs of each of the Board’s four standing committees to assist with reviewing Accenture’s ESG disclosures. Each committee consists entirely of independent, non-employee directors. The table below lists the current membership of each committee and the number of meetings held in fiscal 2020.2021.
In connection with our efforts to continually refresh the Board and its committees, induring fiscal 2020, Arun Sarin became chair of2021, Jaime Ardila joined the Nominating, Governance & GovernanceSustainability Committee and Gilles Pélisson became our independent Lead Director.Beth E. Mooney joined the Finance Committee. During fiscal 2022, Ms. Mooney joined the Compensation, Culture & People Committee and Venkata (Murthy) Renduchintala joined the Finance Committee.
| Committees | Committees | ||||||||||||||
Board Member | Audit | Compensation | Finance | Nominating & Governance | Audit | Compensation, Culture & People | Finance | Nominating, Governance & Sustainability | ||||||||
Jaime Ardila(1) | 🌑 |
| C |
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| C | 🌑 | ||||||||
Herbert Hainer |
| 🌑 | 🌑 |
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Nancy McKinstry |
| C |
| 🌑 |
| C |
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Beth E. Mooney(2) |
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Beth E. Mooney |
| 🌑 | 🌑 |
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Gilles C. Pélisson(3) |
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Gilles C. Pélisson(2) |
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Paula A. Price(1) | C | 🌑 |
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| C | 🌑 |
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Venkata (Murthy) Renduchintala | 🌑 |
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Arun Sarin(4) |
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| C | ||||||||||||
Arun Sarin |
| 🌑 |
| C | ||||||||||||
Frank K. Tang |
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Tracey T. Travis(1) | 🌑 |
| 🌑 |
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| 🌑 |
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Number of Meetings in Fiscal 2020 | 9 | 6 | 4 | 5 | ||||||||||||
Number of Meetings in Fiscal 2021 | 9 | 6 | 6 | 5 |
🌑 Member C Chair
(1) | Audit Committee Financial Expert as defined under SEC rules. |
(2) |
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Independent Lead Director of the Board. |
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Corporate Governance |
Audit Committee
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Members
All Independent
Paula A. Price (Chair) Jaime Ardila Venkata (Murthy) Renduchintala Tracey T. Travis
| Oversees the Company’s accounting, financial reporting processes and audits of financial statements and internal controls. The Audit Committee’s primary responsibilities include oversight of the following:
• the quality and integrity of the Company’s accounting and reporting practices and controls, and the financial statements and reports of the Company;
• the Company’s compliance with legal and regulatory requirements;
• the independent auditor’s qualifications and independence;
• the performance of the Company’s internal audit function and independent auditors; and
• the Company’s ERM program, including cybersecurity risk.
The Board has determined that each member of the Audit Committee meets the financial literacy, independence and accounting or auditing requirements of the SEC, the Companies Act of 2014 and the NYSE, as applicable to audit committee members and that each of Jaime Ardila, Paula A. Price and Tracey T. Travis also qualifies as an “audit committee financial expert” for purposes of SEC rules.
No member of the Audit Committee may serve on the audit committee of more than | |||||||
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NEW | ||||||
Finance Committee | ||||||
Members
All Independent
Jaime Ardila (Chair)
Beth E. Venkata (Murthy) Renduchintala (Appointed October 21, 2021) Frank K. Tang Tracey T. Travis
| Oversees the Company’s capital and treasury activities. The Finance Committee’s primary responsibilities include oversight of the Company’s:
• capital structure and corporate finance strategy and activities;
• dividends, share redemption and purchase activities;
• treasury function, investment management and financial risk management;
• major acquisitions, dispositions, joint ventures or similar transactions;
• insurance plans. | |||||
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Corporate Governance |
Board and Committee Assessments – 2020’s2021’s Multi-Step Process
1. Confidential evaluations At least annually, each committee undertakes an evaluation of its performance and the performance of its members, in accordance with its respective committee charter. Each director also undertakes an evaluation of the Board more generally as well as the independent Lead Director. 2. Interviews The independent Lead Director and chair of the Nominating, Governance & Sustainability Committee also conduct a candid, in person self-assessment interview with each Board member, designed to enhance his or her participation and role as a member of the Board, as well as to assess the competencies and skills each individual director is expected to bring to the Board. 3. Board summary Summaries of the committee, Board and independent Lead Director evaluations are provided to the Board. 4. Feedback incorporated Policies and practices are updated as appropriate as a result of director feedback.
Corporate Governance |
Compensation, Culture & People Committee
Committee
Members All Independent
Nancy McKinstry (Chair)
(Appointed October 21, 2021) Paula A. Price Arun Sarin
| NEW | Oversees the Company’s global compensation philosophy, policies and programs. The Compensation, Culture & People Committee’s primary responsibilities include oversight of the following:
• together with the Nominating, Governance &
• setting the compensation of
• overseeing the Company’s equity-based plans; and
• reviewing and making recommendations to the full Board regarding Board compensation.
In addition, we expanded the Compensation Committee’s role in overseeing the Company’s strategies and policies related to the Company’s people, including matters such as overall well-being, pay equity, inclusion and diversity, leadership succession and culture. We updated the committee’s charter accordingly and renamed the committee the “Compensation, Culture & People Committee.” The Board has determined that each member of the Compensation, Culture & People Committee meets the independence requirements of the SEC and NYSE applicable to compensation committee members. | ||
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A number of individuals and entities contribute to the process of reviewing and determining the compensation of ourthe chair and chief executive officer, our executive chairman,chair, if any, members of ourthe executive committee and our independent directors:
Corporate Governance |
Certain Relationships and Related Person Transactions
Review and Approval of Related Person Transactions
The Board has adopted a written Related Person Transactions Policy, which provides that all related person transactions covered by the policy must be reviewed and approved or ratified by the Board or by the Nominating, Governance & GovernanceSustainability Committee. In response to 2021 amendments to the applicable NYSE rule regarding related person transactions, the Board recently approved changes to our Related Person Transactions Policy, which clarifies that related person transactions covered by the policy will be ratified if advance review and approval is not reasonably feasible. The Related Person Transactions Policy applies to any transaction that would be required by the SEC to be disclosed in our proxy statement.
The Nominating, Governance & GovernanceSustainability Committee or the Board, as applicable, will not approve or ratify any related person transaction unless, after considering all relevant information, it has determined that the transaction is in, or is not inconsistent with, the best interests of the Company and our shareholders and complies with applicable law. In reviewing related person transactions, the Nominating, Governance & GovernanceSustainability Committee or the Board will consider all relevant facts and circumstances, including, among others:
the nature of the related person’s interest in the transaction and the material terms of the transaction, including the importance of the transaction both to the related person and to Accenture;
whether the transaction would likely impair the judgment of a director or an executive officer to act in the best interest of the Company and, in the case of an outside director, whether it would impair his or her independence; and
whether the value and the terms of the transaction are fair to the Company and on a substantially similar basis as would apply if the transaction did not involve a related person.
Certain Related Person Transactions
From time to time, institutional investors, such as large investment management firms, mutual fund management organizations and other financial organizations, become beneficial owners of 5% or more of our Class A ordinary shares and, as a result, are considered “related persons” under the Related Person Transactions Policy. We may conduct business with these organizations in the ordinary course. During fiscal 2020, the following transactions occurred with investors who reported beneficial ownership of 5% or more of the Company’s voting securities. Each of the following transactions was entered into on an arm’s-length basis in the ordinary course and in accordance with our Related Person Transactions Policy described above:
In addition, James Etheredge, the son of Jimmy Etheredge, Accenture’s CEO – North America, is employed by Accenture as a functional strategy consultant. During fiscal 20202021 he earned approximately $127,000 in total compensation.
Clay Rowland, the son of David P. Rowland, our former Executive Chairman, joined Accenture at the end of fiscal 2021 as a management consulting manager at an annual base salary of $145,000, plus bonus opportunity.
The compensation which wasfor Messrs. Etheredge and Rowland is commensurate with histheir peers’ compensation and established in accordance with the Company’s compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. He participatesMessrs. Etheredge and Rowland participate in employee benefit plans and programs generally made available to employees of similar responsibility levels.
We maintain an ongoing, proactive outreach effort with our shareholders. Throughout the year, members of our Investor Relations team and leaders of our business engage with our shareholders to seek their input, to remain well-informed regarding their perspectives and to help increase their understanding of our business. In particular, through the engagement, we leverage the discussions to cover topics of interest to our shareholders. As reflected in our Corporate Governance Guidelines, our independent Lead Director is available for consultation and has communicated directly with major shareholders, at their request. The feedback received from our shareholder outreach efforts is communicated to and considered by the Board, and our engagement activities have produced valuable feedback that helps inform our decisions and our strategy, when appropriate.
2020 Engagement
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Political Contributions and Lobbying
Pursuant to the Company’s political contributions and lobbying policy, the Company has a long-standing global policy against making contributions to political parties, political committees or candidates using companyCompany resources (including monetary and in-kind services), even where permitted by law. In the United States, Accenture maintains a political action committee (the “PAC”) that is registered with the Federal Election Commission and makes federal political contributions on a bipartisan basis to political parties, political committees and candidates. The contributions made by the PAC are not funded by corporate funds and are fully funded by voluntary contributions made by senior employees and members of Accenture Leadershipleaders in the United States. The Company does not penalize in any way thoseAccenture leaders who do not contribute to the PAC.
In addition, when we determine it is in the best interest of the Company, we work with governments to provide information and perspective that support our point of view, through our lobbyists and grassroots lobbying communications. We disclose our U.S. federal, state and local lobbying activity and expenditures as required by law. The Audit Committee and senior management have oversight over political, lobbying and other grassroots advocacy activities. The Company’s political contributions and lobbying policy is available on our website at https://www.accenture.com/us-en/company-political-contributions-policy.
Corporate Governance | 12 |
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Because transparency creates trust,Shareholder Engagement
We maintain an ongoing dialogue with our shareholders around our growth strategy, market positioning, and financial performance. In addition, we hold ourselves accountable forconduct a consistent, proactive outreach effort with the governance teams of our responsibleshareholders. Throughout the year, members of our Investor Relations team and leaders of our business goals,engage with our shareholders to seek their input and feedback, to remain well-informed regarding their perspectives and to help increase their understanding of our business. In particular, through the engagement, we are including a new sectionleverage the discussions to cover topics of interest to our shareholders.
As reflected in our proxy statement this yearCorporate Governance Guidelines, our independent Lead Director is available for consultation and spent time in fiscal 2021 with major shareholders, at their request. The feedback received from our shareholder outreach efforts is communicated to share our perspectives on, and progress as, a responsible business.
We have a longstanding commitment to being a responsible business, serving all our stakeholders and continuously raisingconsidered by the bar for ourselves. We expected that this commitment—by usBoard, and our clients—would be even more important as we entered fiscal 2020, which we viewed as kicking off a decade of massive digitalengagement activities have produced valuable feedback that helps inform our decisions and technology-led transformation. COVID-19 andour strategy, when appropriate.
The graphic on the ensuing global health, financial and social crises have only reinforcedright reflects the importance of being a responsible business. We believe that becauseyear-round nature of our longstanding commitmentshareholder engagement.
Summer/Fall We conduct our most extensive shareholder outreach. Topics are determined in part based on shareholder interests and actionstrending governance issues. Fall Feedback from shareholder discussions helps to shape the Board's view on governance practices and required enhancements, as a responsible business, we were in a positionappropriate. Spring We review our annual meeting results, proxy season developments and voting trends with the Nominating, Governance & Sustainability Committee. Winter We distribute the Annual Report and Proxy Statement to not only navigate the COVID-19 crisis, butshareholders and hold our annual meeting. We reach out to emerge stronger.shareholders to discuss items up for vote as needed. We provide company announcements and thought leadership to investor governance teams Year-Round.
2021 Engagement
Defining “Responsible Business”
We reached out to our shareholders, including our top 50. The discussions occurred from July through November 2021 and included our independent Lead Director when requested by major shareholders. We engaged with holders of approximately 40% of our shares outstanding, including nearly: 75% of our top 20 holders 2021 Engagement Topics Our sustainability services & environmental goals Supporting our people in the current environment Our commitment to diversity and racial equality Variety of governance topics
Overview of Responsible Business atAccenture 2021 Proxy Statement Corporate Governance 13 Environmental and Social Our Company
Our Purpose. In October 2020, we launched our Company’s new purpose—goal is to deliver on the promise of technology and human ingenuity—to reflect our unique role in today’s world. Our purpose guides our strategy, priorities and the opportunities we create 360° value for our more than 500,000 people. Also in October, we launched our new brand, “Let there be change,” our largestclients, people, shareholders, partners and most significant campaign in a decade. Our new brandcommunities. This goal reflects our purposegrowth strategy, our core values and the depth and breadth of our Company’s expertise. It is designed to inspire organizations to embrace change for the benefit of all.
Our Culture. Our purpose also fosters our culture of shared success—success. We have described below the progress we made this year on some of the key environmental and social aspects of the 360° value we created in fiscal 2021 for our people, the environment and our communities. In addition, because we believe that transparency builds trust and helps us all make more progress, in December we will expand the ESG reporting we do. As a member of the UN Global Compact, we have reported annually since 2016 on how we are advancing the UN Sustainable Development Goals. And, for more than a decade, we have been reporting against the Global Reporting Initiative and Carbon Disclosure Project. We will now report against three additional ESG frameworks which we have not reported against in the past: Sustainability Accounting Standards Board (SASB), Task Force on Climate-Related Financial Disclosure (TCFD) and the World Economic Forum International Business Council (WEF IBC) metrics. This additional reporting will be available by the end of December on our website. Our People Our Beliefs and Behaviors. Our leadership essentials set the standard for what we expect of all our people: always do the right thing, in every decision and action; lead with excellence, confidence and humility, as demonstrated by being a learner, building great teams and being naturally collaborative; exemplify client-centricity and a commitment to makingclient value creation; act as a positive difference fortrue partner to each other, our clients, our people, our shareholders, our partnersecosystem and our communities.
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Our Strategy: Growth and Operations
Our strategy for growth and how we operate our Company is our action plan to achieve our purpose.
Our growth strategy is rooted in the need for massive digital and technology-led transformation, which existed pre-COVID-19, and has now been accelerated because of it. Digital transformation involves significant change, which provides an opportunity to embed responsible business practices at a time when we believe the commitment to being a more responsible business has never been higher. Our growth strategy embeds these principles of responsible business by design into the work we do every day—delivering 360-degree value to our clients by helping them embrace change for the benefit of all as an integral part of their transformations.
We define 360-degree value as delivering the financial business case and unique value a client may be seeking, and striving where possible to partner with our clients to achieve greater progress on inclusion and diversity with our diverse teams, reskill and upskill our clients’ employees, help our clients achieve their sustainability goals and create meaningful experiences, both with our Company and for the customers and employees of our clients.
Our growth strategy builds on our Company’s successful rotation to “the New,” with approximately 70% of our business now in digital, cloud and security, which is critical at a time when scale matters to help clients transform their entire enterprises. The strategy also builds on our
strong reputation as a trusted business partner with decades of experience in both delivering for the world’s leading companies and being a leader in responsible business with the credibility to help our clients in these areas.
We follow the same strategy for operating our own Company, delivering 360-degree value for all our stakeholders across these categories:
To help implement our 360-degree value strategy for our clients and for our Company, we recently appointed a Chief Responsibility Officer and Global Sustainability Services Lead, who also joined our Global Management Committee.
Highlights for Fiscal 2020
Here are a few of our key achievements in fiscal 2020 with respect to responsible business.
Shareholder Value Creation. Our shares provided a 23% total return for the fiscal year ended August 31, 2020—again outperforming the S&P 500 Index—and also provided a 23% compound annual total return to shareholders over the last five years, compared with 14% for the S&P 500 Index.
Inclusion and Diversity. We have an unwavering commitment to inclusion, diversity and equality, as demonstrated by personal impact and overall results; have the courage to change and the ability to bring our people along the journey; and actively innovate—looking across Accenture, at what we are doing for clients and externally to partners, competitors, start-ups, clients, academia and analysts—to learn, respectfully challenge our assumptions and apply the innovation, and cultivate and reward our people for doing the same. Listening to the voices of our people provides the input to ensure that they have the tools and resources to do their jobs and the right learning opportunities, and that they experience a positive, respectful and inclusive work environment. We do this on an ongoing basis across various channels, including surveys and forums. One of our surveys, our Conduct Counts Survey, which measures how our people experience our culture, shows that 87% of our global respondents believe they can work to their potential because they are in an environment where they are treated with respect and in an appropriate manner. Our Commitment to Inclusion and Diversity. Our commitment to inclusion and diversity unleashes innovation and we believe creates an environment where all of our people have an opportunity to feel they belong, advance and thrive. In connection with our priorities around inclusion and diversity, we set goals, share them publicly, collect data to continuously improve and hold our leaders accountable. We now have more than 275,000 women, representing 46% of our workforce, which is core totracking well against our values asgoal of 50% by 2025. And, after achieving our goal of 25% women managing directors by the end of fiscal 2020, we set a companynew goal of 30% by 2025 and critical towe are tracking well against our successgoal with 27% women managing directors currently. We are also making progress against our 2025 race and continued innovation. Our areas of focus include cross-cultural diversity, disability inclusion, ethnicethnicity goals in the U.S., the U.K, and racial diversity, gender, LGBTI, mental health and wellness and additional areas as determined by our local markets.South Africa, which we announced in 2020. We are now 45%46% women on track to meetachieve our gender-balancedgoal of 50% by 2025 We are now 27% women managing directors on track to achieve our goal of 30% by 2025
Accenture 2021 Proxy Statement Corporate Governance 14 Below are some of the goals we have announced for 2025 for increased race and ethnicity representation and our goals around gender equality. Our Inclusion and Diversity Goals 2025 Race and Ethnicity Goals* In the U.S. African American and Black colleagues from 9% to 12% Hispanic American and Latinx colleagues from 9.5% to 13% In the U.K. Black colleagues from 4% to 7% In South Africa African Black colleagues from 45% to 68% Coloured*** colleagues from 6% to 10% 2025 Gender Equality Goals** Gender parity in our workforce 50% women Grow percentage of women managing directors to 30% * Data in goal by 2025. In Februarystatements is reflective of announcement date - for the U.S., September 1, 2020, we began offering Thriving Mind,and for the U.K. and South Africa, October 1, 2020. ** For those whose gender is binary. *** Coloured is a voluntary, holistic mental well-being program, withmultiracial ethnic group native to Southern Africa who have ancestry from more than 138,000one of the various populations inhabiting the region, including Khoisan, Bantu, Afrikaner, Whites, Austronesian, East Asian or South Asian. Pay Equity. Through the entire talent lifecycle, we are committed to being inclusive and diverse—from discovering, to hiring, to developing and advancing our people. This commitment extends to equal pay. Pay equity at Accenture means that our people participating so far,receive pay that is fair and consistent when considering similarity of work, location and tenure at career level. We conduct an annual pay equity review, and our last review was conducted in November 2021. As of November 5, 2021, we also offer Mental Health Ally programshave dollar-for-dollar, 100% pay equity for women compared to men in every country where we operate.† By the end of calendar year 2020,race and ethnicity, we willlikewise have implemented same-sex or equivalent benefitsdollar-for-dollar, 100% pay equity in 100% of the countries where we are legally allowed.
Incollect this data (the U.S., the face of more tragic losses of African AmericanU.K. and Black lives in the U.S., we reaffirmed our unwavering commitment to equality and justice for all, zero tolerance for racism, bigotry and hate of any kind—and our stand against all violence.South Africa). The Way We announced three next steps: to fight racism, create more opportunities for employment and advancement for our African American and Black and Hispanic American and Latinx communities and become more inclusive and diverse.
We are firmly committed to pay equity and have robust processes in place to ensure that all our people are compensated fairly based on their markets and skills, from the moment they are hired through the milestones of their careers at our Company. If we find an issue, we fix it.
Skilling ofDevelop Our People. We have a relentless focus on helping our people develop skills to remain at the forefront of both technology and industry. To do this, we invest nearlyinvested $900 million annually in continuous learning and professional development opportunities that are customized to ensure thatso our peoplepeopl remain highly relevant. In fiscal 2020, this included upskilling over 70,000 people in hot skill areas, such as cloud, after the pandemic was declared. We were able to seamlessly redesign our learning during the pandemic by usingWith our digital learning platform, Accenture Connected Learning, andwe delivered 6% moreover 31 million training hours, an increase of 43% compared with fiscal 2020, with an average of approximately 60 hours of training per person. We promoted more than 120,000 people in fiscal 2021. In addition, we paid a one-time bonus to all of our people below managing director to recognize their contributions and dedication to our clients during the COVID-19 pandemic. Health, fiscal 2021 Safety and Well-Being. We are committed to creating a place where people can be successful both professionally and personally. We take a holistic view of well-being—including physical, mental, emotional and financial well-being—providing specially defined programs and practices to support this year while reducing training costs by 11%.
Supporting Our People. Our people are our most important source of competitive strength, and after the pandemic was declared in March,holistic view. In fiscal 2021, as it relates to COVID-19, we worked 24/7 to provide for their safety and well-being. Remote working became a requirement for most organizations, including our Company, and wehave supported our people with the expansion of critical programs, including, in many countries, 24/7 telemedicine, care-at-home services, proctored distance learning for school-aged children, virtual childcare, enhanced insurance coverage, mental health support and testing and vaccination services. The pandemic has negatively affected many people’s mental health around the globe. We used new or expanded services tailoreddigital tools and initiatives to help employees cope with the needsdemands and stresses of the local markets.compounding crises, and to strengthen their mental resilience. Those programs include access to in-person and virtual counseling and support, to digital tools like Calm and Wysa, to our Mental Health Ally program and to our many Thrive Global programs—Thriving Together, Thrive Reset and Thriving Mind—which have collectively been completed by nearly 180,000 of our people (as of December 1, 2021) and bring science-based solutions to lower stress, enhance well-being and productivity, and build resilience and belonging. To promote health and safety, we actively connected our people and their families to effective testing in multiple ways—home testing kits, in office testing, and through pharmacies close to where they live. We have facilitated the administration of vaccinations in ten countries, including the U.S., India and the Philippines, through Accenture-hosted or organized onsite events and clinics. We have also provided paid time off for all our people to receive their full vaccine course, as well as their † Countries with de minimis headcount were excluded from the analysis. Dollar-for-dollar 100% pay equity
Investing in Innovation. Continuous innovation is critical to delivering on the promise of technology and human ingenuity. We invested $871 million in fiscal 2020 in research and development to accelerate adoption of new technologies. At year-end, we had more than 7,900 patents and pending patent applications worldwide.
Accenture 2021 Proxy Statement Corporate Governance 15 The Environment Our Commitments for the Environment. For more than a decade, we have continually set bigger and bolderbold environmental goals for ourselves, innovating our Company. For example, we are the largest professional services companyapproach to have a target for emissions reduction approved by the Science Based Targets Initiative, which alignsenvironmental sustainability and making strategic investments. In alignment with the Paris Climate Agreement, we have pledged to limitdo our part to keep global warming to 1.5 degrees Celsius. In fiscal 2019, we committed to using 100% renewable energy in all our facilities globallybelow 1.5° Celsius by 2023—and we procured 26% of our energy from renewable sources in our first year.
United Nations Sustainable Development Goals and ESG Metrics. Wejoining the 1,100 companies that have a longstanding partnership with the United Nations Global Compact, championingsigned the UN SDGs,Global Compact’s Business Ambition for 1.5° Pledge to date. We are particularly focused on emission reductions related to Scope 2 electricity usage and we are working to address several goals, including decent work and economic growth; gender equality; industry innovation and infrastructure; responsible consumption and production; reduced inequalities; peace, justice and strong institutions; good health and well-being; quality education; clean water and sanitation; affordable and clean energy; and climate action. Building on our own partnership with the United Nations Global Compact, we launched SDG Ambition with SAP and 3M to encourage companies to set ambitious targets and accelerate integration of the UN SDGs into theirScope 3 business strategies. This year, for the first time, we incorporated in our annual letter to shareholders our latest reporting on the relevant UN SDGs. The actions we take totravel. To meet these goals are an important part of our commitment to achieve net-zero emissions by 2025, we are focusing first on actual reductions across our Scope 1, 2 and 3 emissions. We plan to meet our office energy needs with 100% renewable electricity by 2023 and equip our people to make climate smart travel decisions. We will require 90% of our key suppliers* to disclose their environmental targets and actions being a responsibletaken to reduce emissions by 2025. To address remaining emissions, we are investing in nature-based carbon removal solutions that will directly remove carbon from the atmosphere. Committed to net-zero emissions by 2025 and already powering our offices and centers globally with renewable 53% electricity To move towards zero waste, we will reuse or recycle 100% of our e-waste, such as computers and servers, as well as all of our office furniture, by 2025, and post-pandemic we have committed to eliminating single-use plastics in our locations. To plan for water risk, we are developing plans to reduce the impact of flooding, drought and water scarcity on our business and our people in high-risk areas. Our Environmental Goals Path to Net-Zero by 2025 Meet our market leadership as a trusted partner. Additionally, we are partscience-based target (against 2016 baseline) 11% reduction in absolute greenhouse gas emissions 65% reduction in our Scope 1 and 2 greenhouse gas emissions 40% reduction in Scope 1, 2 and 3 emissions per unit of the World Economic Forum’s International Business Council, which is workingrevenue intensity Achieve net-zero emissions 100% renewable electricity by 2023 90% of our key suppliers* required to simplify a subset of metrics commondisclose their environmental targets and actions to all industriesreduce emissions by 2025 Address remaining emissions by investing in nature-based carbon removal solutions that will providedirectly remove carbon from the atmosphere * Key suppliers are defined as vendors that represent a consistent framework across ESG initiatives.significant portion of our 2019 Scope 3 emissions.
Accenture 2021 Proxy Statement Corporate Governance 16 Our Communities Our Commitments to Our Communities. We believe strongly in our responsibility to contribute to the strength and resilience of our communities. Together with our partners,continued making substantial impacts in the past decade,communities where our globalclients and our people live and work. Our Skills to Succeed
initiative has now equipped 3.6more than 5.8 million people with the skills to get a job or build a business.
Duringmake substantive improvements to their lives. Additionally, we continued nearly two decades of work through Accenture Development Partnerships, applying the talents of our people, capabilities and experience to improve lives by addressing complex social, economic and environmental issues around the world. In light of the challenges of the COVID-19 pandemic, we have provided funding, services and volunteersannounced in April 2021 that we were donating $100 on behalf of each of our 540,000 people at Accenture at the time, for a total of $54 million, to countries in need, first responders and companiesCOVID-19 surge relief. We also supported organizations on the front lines, from UNICEF’s COVID-19 Response Efforts to the COVID-19 Solidarity Response Fund in support of the crisis.World Health Organization. In addition, many of our teams havewe supported our health and public service clients with extraordinary work related to COVID-19.
The work that we are doing today will have a lasting impact, extending beyond the resolution of COVID-19local relief efforts in creating new ways of working, connecting with communities and delivering work that matters. For example, we created a Virtual Ways of Working Playbook to help nonprofits work virtually, turn their services into digital offerings, adapt their fundraising efforts, and ultimately, enable them to reach more people and make a greater impact.
Our commitment to our communities includes creating jobs. For example, to help address rising unemployment,
chief human resources officers from Accenture, Lincoln Financial Group, ServiceNowwith significant challenges, including South Africa, Brazil, India and Verizon partnered to create People + Work Connect—bringing together companies laying off or furloughing people with others in urgent need of workers—and today, nearly 400,000 jobs are available on the platform in 94 countries around the globe.
Philippines. Our Commitments to Responsible Procurement. Our ambition is to create more-sustainable and more-inclusive supply chains through a mindset of responsible buying both inside and outside our Company, while generating long-term value for our clients, suppliers and communities. In fiscal 2020, we metProcurement Plus, our two goals: to engage 75% of our suppliers in disclosing their environmental targets and initiatives that reduce environmental impact; and graduating 170 diverse suppliers from our Diverse Supplier Development Program, which creates business opportunities for diverse suppliers and now operates in six countries.
Raising the Bar in Fiscal 2021
Our purpose, strategy and brand are grounded in our enduring formula for market leadership: embracing change and continually transforming our business to create value, powered by the talent and creativity of our people and our commitment to responsible business.We have again raised the bar inoverarching approach, shapes how we will be a responsible businesswork with our new purpose and strategy, and with new commitments we have made to how we will create 360-degree value for all our stakeholders. We have summarized the key new commitments below.
360-Degree Value for Our Clients. Our strategy is to embed responsible business by design into our services, such as our ongoing program for responsible AI, as well as to offer services directly to help our clients achieve their sustainability goals—and our investment in innovation is helping to accelerate these efforts. To enable our clients and ecosystem partners in achieving their goals, we are expanding our sustainability services with a focus on three priority areas: industry transitions to low-carbon energy; green IT, cloud and software; and responsible value chains. We recently announced our new myNav Green Cloud Advisor, a tool to enable sustainable migration to the cloud. Through Accenture Labs, we are testing applications using neuromorphic computing, where circuits are modeled after systems in the human brain and nervous system, which are showing improvements in both power consumption and energy efficiency. Additionally, our Talent & Organization and Sustainability teams are working together with our practices across our Company to help our clients embed sustainable practices, increase agility and reskill their workforces.
Inclusion and Diversity. We recently announced new goals for 2025 for increased race and ethnicity representation in our workforce overall and among managing directors in the U.S., the U.K. and South Africa. We launched new mandatory training in the U.S., the U.K. and Ireland—which will be rolled out in other markets—to support our people in identifying and speaking up about racism and reinforcing what we expect of them. We also launched the Black Founders Development Program in the U.S. to invest in and support Black technology startup founders and entrepreneurs. In December, we promoted a record percentage of women to managing director and senior managing director, achieved our goal of 25% women managing directors by the end of 2020 and set a new goal of 30% by 2025.
Our Commitments for the Environment. At the start of fiscal 2021, we announced three new industry-leading goals: to achieve net-zero emissions by 2025, move to zero waste and plan for water risk. This includes powering our offices with 100% renewable energy; engaging key suppliers to reduce their emissions; and equipping our people to make climate-smart travel decisions. This also includes increasing our focus on water and developing plans to reduce the impact of flooding, drought and water scarcity on our business and our people in high-risk areas.
promote sustainability. Our Commitments to Responsible Procurement. In fiscal 2021, we will expand our Global Supplier Inclusion & Sustainability program, whichProgram creates a more responsible supply chain for our Company and our clients,clients. In fiscal 2021, we expanded this program to 2421 countries. We will also expand ourOur Diverse Supplier Development Program creates business opportunities for diverse suppliers and now operates in seven countries. As of the end of fiscal 2021, we have graduated 196 diverse suppliers from this 18-month mentoring program, and in early 2021, we set a new goal to 11 countries while broadening our scope to educategraduate 250 diverse suppliers on sustainability.
Corporate Governance |
The Board welcomes questions and comments. Any interested parties, including shareholders, may submit their communication to our General Counsel and Corporate Secretary, who will determine when communications and concerns will be forwarded to the Board, our independent directors as a group or our independent Lead Director. Communications received in writing are forwarded to the Board, committee, or to any individual director or directors to whom the communication is directed, unless the communication does not reasonably relate to the Company or its business, or is similarly inappropriate. |
Address correspondence to: Attention: General Counsel and Corporate Secretary, Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA.
Ethics Concerns or Complaints?
If our employees experience, see or become aware of any inappropriate behavior, including any form of disrespect, harassment, racism, discrimination, retaliation or any concerns about unethical or illegal behavior, we want them to speak up. We understand that it is not always easy or comfortable to raise concerns. We provide multiple reporting channels in order to facilitate the reporting of a concern. We encourage our employees to reach out to their people leads, anyone in Human Resources/Legal or an Accenture leader or to contact our Accenture Business Ethics Helpline. Our employees can also raise concerns confidentially and/or in an anonymous manner, and we ensure that all our people know that at Accenture, we have zero tolerance of retaliation.
Instructions for the Accenture Business Ethics Helpline are available on the website at the address below.
Website: https://businessethicsline.com/accenture
Proposal 1 Appointment of Directors
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In connection with our efforts to continually refresh the Board, the Board has designated Beth E. Mooney as a new director nominee for appointment to the Board by the shareholders of the Company at the Annual Meeting.
All of the nominees have indicated that they will beare willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to appoint that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board.
As required under Irish law and our Articles of Association, the resolution in respect of this Proposal 1 is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast with respect to each director nominee.
The Texttext of the Resolutionresolution in Respectrespect of Proposalproposal 1 is as Follows:follows:
“By separate resolutions, to appoint the following twelveten directors: Jaime Ardila; Herbert Hainer; Nancy McKinstry; Beth E. Mooney; Gilles C. Pélisson; Paula A. Price; Venkata (Murthy) Renduchintala; David P. Rowland; Arun Sarin; Julie Sweet; Frank K. Tang and Tracey T. Travis.”
The Board recommends that you vote "FOR" the appointment of each of the Board's director nominees listed above. |
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Director Characteristics and Succession Planning
Our Board is committed to regular renewal and refreshment and has continuously enhanced the director recruitment and selection process, resulting in a well-qualified and diverse group of director nominees. As part of that process, the Nominating, Governance & GovernanceSustainability Committee, which oversees succession planning for the Board and key leadership roles on the Board and its committees, regularly reviews the composition of our Board and assesses the skills and characteristics of our directors with a view towards enhancing the composition of our Board to support the Company’s evolving strategy.
Consistent with the Company’s Corporate Governance Guidelines, the Nominating, Governance & GovernanceSustainability Committee seeks to ensurecreate a Board that the Board is composed of individuals whose particular backgrounds, skills and expertise, when taken together, will provide the Board with the range of skills and expertise and diversity of perspectives to guide and oversee Accenture’s strategy, operations and management. The Nominating, Governance & GovernanceSustainability Committee seeks candidates who, at a minimum, have the following characteristics:
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diversity of geography, age, gender, ethnicity, skills and experience; a professional background that would enable the candidate to develop a deep understanding of our business; the time and energy to devote, and the ability to exercise judgment and courage, in fulfilling his or her oversight responsibilities; and the ability to embrace Accenture's values and culture, and the possession of the highest levels of integrity.
In addition, in light of the skills and expertise of the incumbent directors, the committee assesses the contribution that a particular candidate’s skills and expertise will make with respect to guiding and overseeing Accenture’s strategy, operations and management.
Accenture 2021 Proxy Statement | Proposal 1: Appointment of Directors | 19 |
Consistent with the Company’s Corporate Governance Guidelines, the Nominating, Governance & GovernanceSustainability Committee also seeks geographic, age, gender, racial and ethnic diversity among the members of the Board. While the Board has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees, theThe Nominating, Governance & GovernanceSustainability Committee and the Board believe that considering diversity is consistent with the goal of creating a Board that best serves the needs of the Company and the interests of its shareholders and it is onehas been a standing practice to include diverse candidates in the director search process, as reflected by the current composition of the many factorsBoard. The Board recently approved changes to the Corporate Governance Guidelines and Nominating, Governance & Sustainability Committee charter to formalize this practice and adopt that they consider when identifying individualsas part of the search process for a new director, the Nominating, Governance & Sustainability Committee actively seeks out women and underrepresented candidates to include in the pool from which Board membership.nominees are chosen and instructs any search firm engaged for the search to do so. The Board will assess its effectiveness in this regard as part of its annual Board and director evaluation process.
In addition, we believe that diversity with respect to tenure is important in order to provide for both fresh perspectives and deep experience and knowledge of the Company. Therefore, we aim to maintain an appropriate balance of tenure across our directors. As a director refreshment mechanism, we have a director retirement age of 75. It is expected that any director reaching the age of 75 will complete the term to which he or she was elected and on a case-by-case basis, the Board may determine that a director may serve beyond 75. In furtherance of the Board’s active role in Board succession planning, the Board has appointed 7four new directors since 2016, including new director nominee Beth E. Mooney.2017.
Our director nominees reflect those efforts and the importance of diversity to the Board. Of our 1210 director nominees:
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Gender
50% Women 5 Women |
60% Racially and Ethnically Diverse 1 Hispanic 2 African American 3 Asian | Global 50% Born Outside U.S. 1 South America 1 Europe 3 Asia | ||||||
Board Committees Chaired by Women | Significant Board Refreshment | Age Distribution | ||||||
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4 New Directors Over Past 5 Years |
61 Average Age of Director Nominees Age range: 53 - 67 | ||||||
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5.6 Years Average Tenure <2 Years 2-6 Years >6 Years Number of Directors 1 4 5 |
Proposal 1: Appointment of Directors |
Qualifications and Experience of Director Nominees
In considering each director nominee for the Annual Meeting, the Board and the Nominating, Governance & GovernanceSustainability Committee evaluated such person’s background, qualifications, attributes and skills to serve as a director. The Board and the Nominating, Governance & GovernanceSustainability Committee considered the nomination criteria discussed above, as well as the years of experience many directors have had working together on the Board and the deep knowledge of the Company they have developed as a result of such service. The Board and the Nominating, Governance & GovernanceSustainability Committee also evaluated each of the director’s contributions to the Board and role in the operation of the Board as a whole, as applicable.
We believe our director nominees bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of deep knowledge of the Company and fresh perspectives. The table below summarizes some of the experience, qualifications, attributes and skills of oureach individual director nominees.nominee. This high-level summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions to the Board; we look to each director nominee to be knowledgeable in these areas. We have identified below the areas where each director nominee has specific expertise or prominence that he or she brings to the Board. Further information on each director nominee, including some of their specific experience, qualifications, attributes or skills, is set forth in the biographies on pages 2122 to 26 of this proxy statement.
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Diversity
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| Senior Leadership Experience | Public Company Board Experience | Global Expertise | Finance, Accounting and Risk Mgmt. | Innovation and Technology | Investment Expertise | Government and Regulatory |
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Ardila | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 |
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McKinstry | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 |
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Mooney | 🌑 | 🌑 |
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Pélisson | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 |
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Price | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 |
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Renduchintala | 🌑 |
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Sarin | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 |
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Sweet | 🌑 |
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Tang | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 |
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Travis | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 |
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Total | 10 | 8 | 9 | 9 | 9 | 10 | 6 |
| 6 | 5F/5M |
FFemaleMMale
Skills Definitions Senior Leadership Experience: Served in senior leadership roles at a large organization Public Company Board Experience: Serving on the boards of other public companies Global Expertise: Broad leadership experience with multinational companies or in international markets Finance, Accounting and Risk Management: Significant expertise in corporate finance, financial accounting or enterprise risk management Innovation and Technology: Managing technological change and driving technological innovation within an organization Investment Expertise: Experience overseeing investment capital decisions, strategic investments and V&A activity Government and Regulatory: Government experience as a member of the government or through extensive interactions with the government, policymakers and government agencies
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Accenture 2021 Proxy Statement | Proposal 1: Appointment of Directors | 21 |
Process for Selecting New Outside Directors
To identify, recruit and evaluate qualified candidates for the Board, the Board has used the services of professional search firms. In some cases, nominees have been individuals known to Board members or others through business or other relationships. InTypically, a third-party professional search firm identifies potential director nominees. Prior to a potential director’s nomination, the case of Beth E. Mooney, ourdirector candidate will meet separately with the Board’s chair and chief executive officer, identified her as a potential director nominee. Prior to her nomination, Ms. Mooney met separately with the executive chairman and each memberchair of the Nominating, Governance & GovernanceSustainability Committee (which includes ourand the independent Lead Director),Director, who considered herwill consider the potential director’s candidacy. In addition, a professional search firm retained by the Nominating, Governance & GovernanceSustainability Committee helped towill verify her candidacy.information about the prospective candidate. A third-party, independent background check waswill be completed before a final recommendation is made to the Board. Generally, director candidates will also completed during this process. Aftermeet separately with other members of the Board, and after review and discussion with each of these directors, the Nominating, Governance & GovernanceSustainability Committee recommended,will decide whether to recommend, and the Board approved, Ms. Mooney’s designationwill decide whether to approve, the candidate’s appointment as a director nominee.
In order to help provide that our directors have the time to devote to Accenture matters, our Board approved changes to the Corporate Governance Guidelines recently, which require that ordinarily, directors may not serve on the boards of more than three public companies, in addition to Accenture’s Board, and directors who are chief executive officers of public companies may not serve on the boards of more than two other public companies, in addition to Accenture’s Board. In applying our policy to our directors, we have determined that all of our directors are in compliance with Accenture’s policy.
Director Orientation and Continuing Education
Accenture’s orientation program for new directors includes a discussion of a broad range of topics, including the background of the Company, the Board and its governance model, Accenture’s strategy and business operations, its financial statements and capital structure, the management team, talent strategy, key industry and competitive factors, the legal and ethical responsibilities of the Board and other matters crucial to the ability of a new director to fulfill his or her responsibilities. Our directors are expected to keep current on issues affecting Accenture and its industry and on developments with respect to their general responsibilities as directors. During the year, management also presents on topics that are timely and impactful to Accenture and specific deep dive sessions and workshops may be held with the committees or full Board to further increase directors’ understanding on issues affecting Accenture. For example, given the growing focus on and importance of ESG, the Nominating, Governance & Sustainability Committee, as well as the full Board when appropriate, receives updates and trainings on ESG topics. On occasion, individual directors or the full Board may visit various Accenture facilities in connection with Board meetings or deep-dive sessions with management. In addition to internal sessions, directors are also encouraged to seek external director education opportunities, for which Accenture will either provide or pay for ongoing director education.pay.
Process for Shareholders to Recommend Director Nominees
Our Corporate Governance Guidelines and Articles of Association address the processes by which shareholders may recommend director nominees, and the policy of the Nominating, Governance & GovernanceSustainability Committee is to welcome and consider any such recommendations. If you would like to recommend a future nominee for Board membership, you can submit a written recommendation in accordance with our Articles of Association and applicable law, including the name and other pertinent information for the nominee, to: Chair of the Nominating, Governance & GovernanceSustainability Committee, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA, Attention: General Counsel and Corporate Secretary. As provided for in our Corporate Governance Guidelines, the Nominating, Governance & GovernanceSustainability Committee uses the same criteria for evaluating candidates regardless of the source of referral. Please note that Article 84(a)(ii) of our Articles of Association prescribes certain timing and nomination requirements with respect to any such recommendation and Article 84(b) prescribes certain other requirements if an eligible shareholder wishes to have their nominee included in our proxy materials for our annual general meeting (see “Additional Information—Submission of Future Shareholder Proposals” for additional details on how to submit a director nominee for our 20222023 annual general meeting).
Proposal 1: Appointment of Directors |
Set forth below are the biographies of our director nominees up for election at the Annual Meeting.
Jaime Ardila
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| Director since 2013
Independent
Committees: Audit Committee (Member)
Finance Committee (Chair) Nominating, Governance & Sustainability | Specific Expertise: Mr. Ardila brings to the Board significant managerial, operational and global experience as a result of the various senior positions he has held with GM, including as executive vice president of GM and president of GM South America. The Board also benefits from his broad experience in manufacturing and knowledge of the Latin American market. | ||
Jaime Ardila was formerly the executive vice president of automobile manufacturer General Motors Company (“GM”), president of GM’s South America region and was a member of GM’s executive committee, from 2010 until his retirement in March 2016. He previously served as president and managing director of GM’s operations in Brazil, Argentina, Uruguay and Paraguay from November 2007 to June 2010. Prior to serving in that role, he served as vice president and chief financial officer of GM’s Latin America, Africa and Middle East region from March 2003 to October 2007, as president and managing director of GM Argentina from March 2001 to February 2003, and as president of GM Colombia from March 1999 to March 2001. Mr. Ardila joined GM in 1984 and held a variety of financial and senior positions with the company, primarily in Latin America, as well as in Europe and the United States. From 1996 to 1998, Mr. Ardila served as the managing director, Colombian Operations, of N M Rothschild & Sons Ltd and then rejoined GM in 1998 as president of GM Ecuador.
Mr. Ardila is chairman of the board of Goldman Sachs BDC, Inc. and chairman of the board of Nexa Resources S.A. He previously served on the board of Ecopetrol S.A. from 2016 to 2019. | ||||
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Director since 2016
Independent
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Specific Expertise: Ms. McKinstry brings to the Board |
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Nancy McKinstry has been chief executive officer and chairman of the executive board (a board made up of solely management members, which is distinct from Wolters Kluwer’s independent supervisory board) of Wolters Kluwer N.V. (“Wolters Kluwer”), a global professional information services and solutions company, since September 2003 and a member of its executive board since 2001. Before assuming her current position, Ms. McKinstry gained more than a decade of experience with Wolters Kluwer and its North American subsidiaries, serving as chief executive officer of CCH Legal Information Services for three years and as chief executive officer of operations in North America. Earlier in her career, she was a principal with Booz & Company (formerly Booz Allen Hamilton Inc.), focusing on media and technology.
Ms. McKinstry is a director of Abbott Laboratories. |
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Senior Leadership Experience Public Company Board Experience Global Expertise Finance, Accounting and Risk Mgmt. Innovation and Technology Investment Expertise Government and Regulatory |
Accenture 2021 Proxy Statement | Proposal 1: Appointment of Directors | 23 |
Beth E. Mooney
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Independent
Committees: Compensation, Culture (Member) Finance Committee (Member) | Specific Expertise: Ms. Mooney brings to the Board a deep knowledge of the financial services industry based on a 30-year career at some of the country’s most prominent banking institutions. Her executive experience at KeyCorp, a large, highly-regulated public company, provides a unique perspective in the boardroom. The Board also benefits from Ms. Mooney’s extensive background in finance and risk management and her experience serving on the boards of global public companies. | ||
Beth E. Mooney was the chairman and chief executive officer of KeyCorp, a financial services company, from May 2011 to
Ms. Mooney is a director of AT&T Inc. and Ford Motor Company. | ||||
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Gilles C. Pélisson
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Director since 2012
Independent
Independent Lead
Committees: Nominating, Governance
| Specific Expertise: Mr. Pélisson brings to the Board significant managerial, operational and global experience from his tenure as chairman and chief executive officer of TF1 Group, as chairman and chief executive officer of Accor, as chairman and chief executive officer of Bouygues Telecom, as chairman and chief executive officer of Disneyland Paris and from other senior executive positions he has held at several other companies as well as his previous service as a director of other public company boards. The Board also benefits from his broad experience in the European and Asian markets, as well as his experience in governance. | ||
Gilles C. Pélisson has been our independent Lead Director since January 2020. Mr. Pélisson has been the chairman and chief executive officer of TF1 Group, a leading French broadcasting company, since February 2016. He previously served as chief executive officer of global hotel group Accor from 2006 until December 2010 and also as its chairman from 2009 until January 2011. Mr. Pélisson served as chief executive officer of mobile operator Bouygues Telecom from 2001 to 2005 and also as its chairman from 2004 to 2005. From 2000 to 2001, he was with the SUEZ group, and in 2000 he became chairman of Noos, a cable network operator. Mr. Pélisson served as the chief executive officer of Disneyland Paris Resort from 1995 to 2000 and also as its chairman starting in 1997. |
Senior Leadership Experience Public Company Board Experience Global Expertise Finance, Accounting and Risk Mgmt. Innovation and Technology Investment Expertise Government and Regulatory |
Accenture 2021 Proxy Statement | Proposal 1: Appointment of Directors | 24 |
Paula A. Price
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| Director since2014 Independent 60years old Committees: Audit Committee (Chair) Compensation, Culture & People Committee (Member) |
Specific Expertise: Ms. Price brings to the Board | ||
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From July 2018 through May 2020, Paula A. Price was the executive vice president and chief financial officer of Macy’s, Inc., an omni-channel retailer of apparel, accessories and other goods. From 2014 to 2018, she was a full-time senior lecturer at Harvard Business School. Prior to joining the faculty of Harvard Business School, she was executive vice president and chief financial officer of Ahold USA, a U.S. grocery retailer, which she joined in 2009. Prior to joining Ahold USA, Ms. Price was senior vice president, controller and chief accounting officer at CVS Caremark. Earlier in her career, Ms. Price was the chief financial officer of the Institutional Trust Services division of JPMorgan Chase & Co. and also held senior management positions at Prudential Insurance Co. of America, Diageo and Kraft Foods. A certified public accountant, she began her career at Arthur Andersen & Co.
Ms. Price is a director of Bristol Myers Squibb and DaVita Inc., and she rejoined the board of Western Digital Corporation in June 2020 after serving on the board from 2014 to 2019. She also previously served as a director of Dollar General Corporation from 2014 to 2018. | ||||
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Venkata (Murthy) Renduchintala
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Director since 2018
Independent
Committees: Audit Committee (Member) Finance Committee | Specific Expertise: Dr. Renduchintala brings to the Board global experience through his tenure as an executive at Intel Corporation and his other prior positions at Qualcomm, Skyworks and Philips Electronics. Dr. Renduchintala also brings deep technology expertise, with an important perspective on mobile Internet of Things, among other areas that are of relevance to Accenture. As Chief Engineering Officer at Intel Corporation, he also gained expertise in strategic technology-related investments. | ||
Venkata (Murthy) Renduchintala was chief engineering officer at Intel Corporation, a computer products and technology company, from November 2015 to August 2020. He also served as group president of Intel’s Technology, Manufacturing and Systems Architecture Group. Prior to joining Intel in 2015, Dr. Renduchintala held various senior positions at Qualcomm Incorporated, a mobile technology company, most recently as executive vice president, Qualcomm Technologies and |
SpecificExpertise: Dr. Renduchintala brings to the Board global experience through his tenure as an executive at Intel Corporation and his other prior positions at Qualcomm, Skyworks and Philips Electronics. Dr. Renduchintala also brings deep technology expertise, with an important perspective on mobile Internet of Things, among other areas that are of relevance to Accenture.
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Proposal 1: Appointment of Directors | 25 |
Arun Sarin
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Director since 2015
Independent
Compensation, Culture & People Committee Nominating, Governance | Specific Expertise: Mr. Sarin brings to the Board significant global, managerial and financial experience as a result of his tenure as chief executive officer at Vodafone and prior senior executive experience. The Board benefits from his technology background and experience in the telecommunications industry. Mr. Sarin also brings an important perspective from his service as a director of other global, public company boards. | ||
Arun Sarin was chief executive officer of Vodafone Group Plc (“Vodafone”), a telecommunications company, from 2003 until his retirement in 2008, and also served as a director of Vodafone from 1999 to 2008. Mr. Sarin began his career at Pacific Telesis Group in 1984. He progressed through various management positions there and at AirTouch Communications Inc., which Pacific Telesis spun off in 1994, and was named president and chief operating officer of AirTouch in 1997. After AirTouch merged with Vodafone in 1999, he was appointed chief executive officer of Vodafone’s U.S./Asia-Pacific region. He left Vodafone in 2000 to become chief executive officer of InfoSpace, Inc., and from 2001 until 2003, he served as chief executive officer of Accel-KKR Telecom. Mr. Sarin rejoined Vodafone in 2003 as its group chief executive officer. After his retirement in 2008, he served as a senior advisor to Kohlberg Kravis Roberts & Co. for five years.
Mr. Sarin is chairman of the board of Cerence, Inc. and a director of The Charles Schwab Corporation. He is also chairman of the board of Trepont Acquisition Corp I, a | ||||
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Julie Sweet
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Director since 2019
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Julie Sweet has been our chief executive officer and a member of the Board of Directors since September 2019 and became chair of our Board of Directors in September 2021. From June 2015 to September 2019, Ms. Sweet served as chief executive officer of Accenture’s business in North America. From March 2010 to June 2015, she was our general counsel, secretary and chief compliance officer. Prior to joining Accenture in 2010, Ms. Sweet was a partner for 10 years in the law firm Cravath, Swaine & Moore LLP. |
Senior Leadership Experience Public Company Board Experience Global Expertise Finance, Accounting and Risk Mgmt. Innovation and Technology Investment Expertise Government and Regulatory |
Proposal 1: Appointment of Directors | 26 |
Frank K. Tang
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Director since 2014
Independent
Committees: Finance Committee | Specific Expertise: Mr. Tang brings to the Board significant business and leadership experience both in investment banking, from his tenure at Goldman Sachs, and in private equity, as a co-founder of FountainVest Partners and as a senior managing director and head of China investments at Temasek Holdings. He also brings to the Board technology experience based upon years of technology investment and private board experience. The Board also benefits from his deep knowledge and expertise in the Asian markets, particularly with respect to China. | ||
Frank K. Tang is chairman and chief executive officer of FountainVest Partners (“FountainVest”), a leading private equity firm focusing on investments in China. Before co-founding FountainVest in 2007, Mr. Tang was senior managing director and head of China investments at Temasek Holdings. Prior to joining Temasek in 2005, Mr. Tang was a managing director at Goldman Sachs, where he worked for nearly 11 years, including as the head of the telecommunications, media and technology investment banking group in Asia, excluding Japan.
Mr. Tang previously served as a director of Weibo Corporation from 2014 to 2020. | ||||
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Tracey T. Travis
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Director since 2017
Independent
Audit Committee Finance Committee | Specific Expertise: Ms. Travis brings to the Board significant experience in both finance and operations management in various industries through her experience as the chief financial officer of The Estée Lauder Companies Inc., where she also is responsible for information technology, and prior positions at Ralph Lauren, Limited Brands, PepsiCo and General Motors. Ms. Travis also brings an important perspective from her service as a director of other public company boards. | ||
Tracey T. Travis has been executive vice president and chief financial officer of The Estée Lauder Companies Inc., a global manufacturer and marketer of skin care, makeup, fragrance and hair care products, since 2012. Before assuming her current position, Ms. Travis served as the senior vice president of finance and chief financial officer of Ralph Lauren Corporation from January 2005 through July 2012. From 2001 to 2004, Ms. Travis was with Limited Brands, where she served as senior vice president of Finance from 2002 to 2004 and chief financial officer of Intimate Brands Inc. from 2001 to 2002. From 1999 to 2001, Ms. Travis was chief financial officer of the Americas Group of American National Can, where she led both the finance and information technology groups. From 1989 to 1999, Ms. Travis held various management positions at PepsiCo/Pepsi Bottling Group. Ms. Travis began her career at General Motors Co. as an engineer and senior financial analyst.
Ms. Travis is a director of Facebook, Inc. She previously served as a director of Campbell Soup Company from 2011 to 2017. |
Herbert Hainer, who had been a director since November 2016, resigned from the Board on June 19, 2021, as described in the Form 8-K filed with the SEC on June 24, 2021.
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The Compensation, Culture & People Committee reviews and, based in part on the advice of its independent consultant, makes recommendations to the full Board with respect to the compensation of our independent directors annually or more frequently as circumstances may warrant. The full Board reviews these recommendations and makes a final determination on the compensation of our directors. The Compensation, Culture & People Committee’s review of director compensation in fiscal 20202021 included consideration of the compensation practices of the boards of directors of relevant peer companies and the general market, as well as a study by its independent consultant, which was prepared at the request of the Compensation, Culture & People Committee. After review of the Compensation, Culture & People Committee’s recommendation, the Board approved the independent director compensation for fiscal 20202021 described below.
Elements of Director Compensation
Each independent director receives annual compensation in the form of an annual cash retainer and an annual equity retainer, as well as the additional retainers as noted below:
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Director Compensation(1) Annual Retainer $110,000 Annual RSU Grant $220,000 Additional Annual Director Compensation $25,000 Retainer for Audit Committee Chair $15,000 Retainer for Audit Committee Members $20,000 Retainer for each Compensation, Culture & People Committee, Finance and Nominating, Governance & Sustainability Committee Chair $10,000 Retainer for each Compensation, Culture & People Committee, Finance, and Nominating, Governance & Sustainability Committee Member $42,500 Retainer for independent Lead Director |
(1) | Each of our independent directors may elect to receive the annual retainer and other retainers in the form of cash, entirely in the form of restricted share units (“RSUs”) or one-half in cash and one-half in RSUs. Grants of RSUs to our directors are fully vested on the date of grant, and future delivery of the underlying shares is not dependent on a director’s continued service. Directors are entitled to a proportional number of additional RSUs on outstanding awards if we pay a dividend. The underlying shares for RSU awards granted in fiscal |
Governance Features
Our compensation program for independent directors operates with the following governance features:
• | Limit on Director Compensation. Annual limit of $750,000 in maximum aggregate compensation per individual independent director. |
Director Compensation | 28 |
Director Compensation for Fiscal 20202021
As described more fully above, the following table summarizes the annual compensation for our independent directors during fiscal 2020:2021:
Name | Fees Earned or Paid in Cash($)(1) | Stock Awards($)(2)(3) | All Other Compensation($)(4) | Total($) | Fees Earned or Paid in Cash($)(1) | Stock Awards($)(2)(3) | All Other Compensation($)(4) | Total($) | ||||||||||||||||||||||||
Jaime Ardila | $135,000 | $219,903 | — | $354,903 | $ | 145,000 | $ | 219,790 | 10,000 | $ | 374,790 | |||||||||||||||||||||
Herbert Hainer | $120,000 | $219,794 | — | $339,794 | $ | 130,000 | $ | 219,925 | — | $ | 349,925 | |||||||||||||||||||||
Marjorie Magner(5) | — | — | $25,000 | $25,000 | ||||||||||||||||||||||||||||
Nancy McKinstry | $ | 140,000 | $ | 219,824 | — | $ | 359,824 | |||||||||||||||||||||||||
Nancy McKinstry | $130,000 | $219,903 | — | $349,903 | ||||||||||||||||||||||||||||
Beth E. Mooney | $ | 120,000 | $ | 219,790 | — | $ | 339,790 | |||||||||||||||||||||||||
Gilles C. Pélisson | $152,500 | $219,803 | — | $372,303 | $ | 162,500 | $ | 219,959 | — | $ | 382,459 | |||||||||||||||||||||
Paula A. Price | $135,000 | $219,909 | — | $354,909 | $ | 145,000 | $ | 219,790 | — | $ | 364,790 | |||||||||||||||||||||
Venkata (Murthy) Renduchintala | $115,000 | $219,824 | — | $334,824 | $ | 125,000 | $ | 219,790 | — | $ | 344,790 | |||||||||||||||||||||
Arun Sarin | $130,000 | $219,903 | — | $349,903 | $ | 140,000 | $ | 219,790 | — | $ | 359,790 | |||||||||||||||||||||
Frank K. Tang | $110,000 | $219,855 | — | $329,855 | $ | 120,000 | $ | 219,991 | — | $ | 339,991 | |||||||||||||||||||||
Tracey T. Travis | $125,000 | $219,970 | — | $344,970 | $ | 135,000 | $ | 219,841 | — | $ | 354,841 |
(1) | The annual retainers and additional retainers for Board committee service paid to our independent directors during fiscal |
Name | Annual Retainer($) | Committee Chair Retainer($) | Committee Member Retainer($) | Total($) | Annual Retainer($) | Committee Chair Retainer($) | Committee Member Retainer($) | Total($) | ||||||||||||||||||||||||
Jaime Ardila | $100,000 | $20,000 | $15,000 | $135,000 | $ | 110,000 | $ | 20,000 | $ | 15,000 | $ | 145,000 | ||||||||||||||||||||
Herbert Hainer(a) | $100,000 | — | $20,000 | $120,000 | $ | 110,000 | — | $ | 20,000 | $ | 130,000 | |||||||||||||||||||||
Marjorie Magner | — | — | — | — | ||||||||||||||||||||||||||||
Nancy McKinstry(a) | $ | 110,000 | $ | 20,000 | $ | 10,000 | $ | 140,000 | ||||||||||||||||||||||||
Nancy McKinstry | $100,000 | $20,000 | $10,000 | $130,000 | ||||||||||||||||||||||||||||
Beth E. Mooney | $ | 110,000 | — | $ | 10,000 | $ | 120,000 | |||||||||||||||||||||||||
Gilles C. Pélisson(a) | $142,500 | — | $10,000 | $152,500 | $ | 152,500 | — | $ | 10,000 | $ | 162,500 | |||||||||||||||||||||
Paula A. Price | $100,000 | $25,000 | $10,000 | $135,000 | $ | 110,000 | $ | 25,000 | $ | 10,000 | $ | 145,000 | ||||||||||||||||||||
Venkata (Murthy) Renduchintala | $100,000 | — | $15,000 | $115,000 | $ | 110,000 | — | $ | 15,000 | $ | 125,000 | |||||||||||||||||||||
Arun Sarin | $100,000 | $20,000 | $10,000 | $130,000 | $ | 110,000 | $ | 20,000 | $ | 10,000 | $ | 140,000 | ||||||||||||||||||||
Frank K. Tang(a) | $100,000 | — | $10,000 | $110,000 | $ | 110,000 | — | $ | 10,000 | $ | 120,000 | |||||||||||||||||||||
Tracey T. Travis(a) | $100,000 | — | $25,000 | $125,000 | $ | 110,000 | — | $ | 25,000 | $ | 135,000 |
(a) |
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(2) | Represents aggregate grant date fair value of stock awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“Topic 718”) |
Director Compensation | 29 |
(3) | The aggregate number of vested RSU awards for which shares |
Name | Aggregate Number of Vested RSU Awards Outstanding as of August 31, | |||
Jaime Ardila | ||||
Herbert Hainer | ||||
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Nancy McKinstry | ||||
Beth E. Mooney | 891 | |||
Gilles C. Pélisson | ||||
Paula A. Price | ||||
Venkata (Murthy) Renduchintala | ||||
Arun Sarin | ||||
Frank K. Tang | ||||
Tracey T. Travis |
(4) | The aggregate amount of perquisites and other personal benefits received by each of our independent directors in fiscal |
(5) | Under SEC rules, |
| 30 |
Beneficial ownership Ownership
Beneficial Ownership of Directors and Executive Officers
To our knowledge, except as otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares beneficially owned by him or her. For purposes of the table below, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which a person is deemed to have “beneficial ownership” of any shares that such person has the right to acquire within 60 days after December 7, 2020.November 29, 2021. For purposes of computing the percentage of outstanding shares held by each person or group of persons named below, any shares that such person or group of persons has the right to acquire within 60 days after December 7, 2020November 29, 2021 are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or group of persons.
The following beneficial ownership table sets forth, as of December 7, 2020,November 29, 2021, information regarding the beneficial ownership of Accenture plc Class A ordinary shares held by: (1) each of our director nominees and named executive officers; and (2) all of our current directors and executive officers as a group. No person listed below owns any Accenture plc Class X ordinary shares.
| Accenture plc Class A Ordinary Shares | |||||||
Name of Beneficial Owner(1) | Shares
| % Shares Beneficially Owned | ||||||
Jaime Ardila | ||||||||
| * | |||||||
Nancy McKinstry | * | |||||||
Beth E. Mooney | — | * | ||||||
Gilles C. Pélisson | * | |||||||
Paula A. Price | * | |||||||
Venkata (Murthy) Renduchintala | * | |||||||
Arun Sarin | * | |||||||
Frank K. Tang | * | |||||||
Tracey T. Travis | * | |||||||
David P. Rowland | * | |||||||
Julie Sweet | * | |||||||
KC McClure | * | |||||||
Gianfranco Casati | * | |||||||
Jean-Marc Ollagnier | * | |||||||
All Directors and Executive Officers as a Group | *% |
* | Less than 1% of Accenture plc’s Class A ordinary shares outstanding. |
(1) | Address for all persons listed is c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA. |
(2) | Includes |
(3) | Includes |
(4) | Includes |
(5) | Includes |
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Beneficial Ownership | 31 |
Beneficial Ownership of More Than 5%
Based on information available as of December 7, 2020,November 29, 2021, no person beneficially owned more than 5% of Accenture plc’s Class X ordinary shares, and the only persons known by us to be a beneficial owner of more than 5% of Accenture plc’s Class A ordinary shares outstanding (which does not include shares held by Accenture) were as follows:
| Accenture plc Class A Ordinary Shares | Accenture plc Class A Ordinary Shares | ||||||||||||||
Name and Address of Beneficial Owner | Shares Beneficially Owned | % Shares Beneficially Owned | Shares Beneficially Owned | % Shares Beneficially Owned | ||||||||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355(1) | 56,575,311 | 8.9% | 55,150,022 | 8.4% | ||||||||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10022(2) | 44,954,382 | 6.8% | ||||||||||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055(2) | 46,169,055 | 7.0% |
(1) | Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on February |
(2) | Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on |
As of December 7, 2020,November 29, 2021, Accenture beneficially owned an aggregate of 26,889,66326,079,031 Accenture plc Class A ordinary shares, or 4.1%4.0% of the issued Class A ordinary shares. Class A ordinary shares held by Accenture may not be voted and, accordingly, will have no impact on the outcome of any vote of the shareholders of Accenture plc.
Proposal 2
Non-binding vote to approve executive compensation
32 |
The shareholder vote on this resolution will not be binding on management or the Board. However, the Board and the Compensation, Culture & People Committee value the opinions of our shareholders and will review and consider the voting results when making future compensation decisions for our named executive officers.
Shareholders continued to show strong support of our executive compensation programs, with more than 93% of the votes cast for the approval of our “say-on-pay” proposal at our 20202021 annual general meeting of shareholders.
Accenture employs a pay-for-performance philosophy for our entire global management committee and all of our named executive officers. Our compensation philosophy and framework have resulted in compensation for our named executive officers that reflects the Company’s financial results and the other performance factors described in “—Compensation Discussion and Analysis—Process for Determining Executive Compensation.” Our annualized total shareholder return for the 3-yearthree-year period ended August 31, 20202021 was 24.6%27.8%, which was in the 94th86th percentile among our peers, and our annualized total shareholder return for the 5-yearfive-year period ended August 31, 20202021 was 22.8%24.6%, which was in the 93rd75th percentile among our peers.
As required under Irish law, the resolution in respect of Proposal 2 is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast.
In accordance with our policy of holding annual “say-on-pay” advisory votes, the next “say-on-pay” advisory vote willis expected to occur at our 20222023 annual general meeting of shareholders.
The Texttext of the Resolutionresolution in Respect Of Proposalrespect of proposal 2 is as Follows:follows:
“Resolved, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis and compensation tables, is hereby approved.”
The Board recommends that you vote "FOR" the approval of the compensation of our named executive officers. |
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Executive compensation Compensation
Compensation Discussion and Analysis
In this section, we review the objectives and elements of Accenture’s executive compensation program, its alignment with Accenture’s performance and the 20202021 compensation decisions regarding our named executive officers.
Executive SummaryFiscal 2021 Overview
Accenture is a leading global professional services company providingthat helps clients build their digital core, transform their operations, and accelerate revenue growth—creating tangible value across their enterprises at speed and scale. We provide a broad range of services in strategy and consulting, interactive, technology and operations, with digital capabilities across all of these services. We combine unmatched industry experience and specialized capabilities, together with our culture of innovation and shared success to serve clients in more than 120 countries. As a talent- and innovation-led organization, our approximately 500,000624,000 people have highly specialized skills that drive our differentiation and competitiveness. We care deeply for our people, and are deeply committed to a culture of shared success, to investing in our people to ensure they haveprovide them with boundaryless opportunities to learn and grow in their careers through their work experience.experience and continued development, training and reskilling, and to helping them achieve their aspirations both professionally and personally. We have an unwavering commitment to inclusion and diversity.
Our compensation programWe measure our success on how well we create 360° value for all stakeholders—our clients, people, shareholders, partners and communities. We believe this commitment, along with our innovative mindset and culture of shared success, is designed to recruit, retain and engage the best people who collectively contributedirectly linked to the shared successtrust of Accenture—our commitment to make a positive difference together with our clients our people, our shareholders, ourand partners and our communities. ability to attract great people.
Our compensation program rewards our named executive officers for their overall contribution to Accenture’s performance, including execution against theour business plan and the creation of shareholder value.360° value for all our stakeholders.
DespiteIn fiscal 2021, we delivered both outstanding financial results and 360° value beyond our financials in the challengesmost unprecedented and uncertain period our market has ever experienced. In fiscal 2021, we reached revenues of the COVID-19 pandemic to the overall economic$50.5 billion—a significant milestone that represents 14% growth in U.S. dollars and business environment, Accenture had strong performance within its revised guided range during fiscal 2020. Revenues increased 4%11% growth in local currency, diluted EPS grew 7% from the prior year (excluding gains on an investment, adjusted EPS grew 1% from the prior year), andcurrency. We gained significant market share, expanded our operating margin expanded 1040 basis points to 14.7%. Our ability to pivot rapidly to meet the needs of our clients and new ways of operating is reflectedwhile investing significantly in our record new bookings of approximately $50business and our people, and returned $5.9 billion for fiscal 2020, a 9% increase over fiscal 2019.to shareholders.
In addition to strong financial performance,record revenues, new bookings and profitability, we keptcelebrated more than 120,000 promotions and delivered over 31 million training hours for our commitmentteam. We added approximately 118,000 people to our responsible business initiatives from climate actions to gender equality,global workforce, creating significant employment opportunities in our communities, and to delivering value for all of our stakeholders, which has become even more essentialdonated $54 million in context of the COVID-19 pandemic, as further described above under “Corporate Governance—Responsible Business.” Notwithstandingsurge relief. We are now 46% women, on track to achieve our goal of gender parity by 2025, and we are honored to hold the impact ofnumber one position with our largest ecosystem partners. We are now using 53% renewable electricity in our offices and centers around the COVID-19 pandemicworld, on our business, we did not make mid-year adjustmentsway to our performance targets under our compensation programs during fiscal 2020. Finally, compared to our peer group, Accenture’s total shareholder return during the prior 3 years was at the 94th percentile while realizable chief executive officer pay over the same period was at the 59th percentile, demonstrating a favorable alignment from a shareholder perspective.goal of 100% in 2023.
Fiscal 2021 Named Executive Officers
The Company’s named executive officers for the fiscal year ended August 31, 20202021 and their titles are:
Julie Sweet |
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Chair and Chief Executive Officer | Chief Financial Officer | Chief Executive Officer—Growth Markets | Chief Executive Officer—Europe | Former Executive Chairman |
* | Mr. Rowland stepped down as executive chairman and retired effective September 1, 2021. |
Executive Compensation | 34 |
Elements of CompensationFiscal 2021 Company Performance Highlights
The compensation of the Company’s named executive officers is tied to both Company and individual performance. We delivered record performance in fiscal 2021, with significant componentsmarket share gains and strong profitability, driving superior shareholder value.
Revenues $50.5B An increase of 14 percent in U.S. dollars and 11 percent in local currency from fiscal 2020, including revenues of $23.7 billion from North America, $16.7 billion from Europe and $10.1 billion from Growth Markets | New Bookings $59.3B Record bookings, an increase of 20 percent in U.S. dollars from fiscal 2020 | |||||||
Diluted Earnings Per Share $9.16 An increase of 16 percent from $7.89 in fiscal 2020, including $0.36 and $0.43, respectively, in gains on an investment; excluding these gains, adjusted EPS increased 18 percent to $8.80 in fiscal 2021 from $7.46 in fiscal 2020 | Operating Margin 15.1% An expansion of 40 basis points from fiscal 2020 | |||||||
Free Cash Flow $8.4B Record free cash flow, defined as operating cash flow of $9.0 billion net of property and equipment additions of $580 million, with a free cash flow to (adjusted) net income ratio of 1.5 | Cash Returned to Shareholders $5.9B Defined as cash dividends of $2.24 billion and share repurchases of $3.70 billion. In fiscal 2021, we paid dividends of $3.52 per share, a 10 percent increase over the prior year |
* | See “Reconciliation of GAAP Measures to Non-GAAP Measures“ on page 82. |
Accenture 2021 Proxy Statement | Executive Compensation | 35 |
Overview of Compensation Elements
The primary elements of our executive compensation programs for our named executive officers included the following for fiscal 2020:2021:
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Fixed | Base Compensation | Cash | • Provides a fixed level of compensation each • Reflects the executive’s leadership role. |
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Performance Share
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| Accenture Leadership Performance Equity Award Program | Equity | • Rewards high performers based on individual and Company performance, in each case, with respect to the prior fiscal year. | ||||
| Voluntary Equity Investment Program | Equity | • Opportunity to designate up to 30% of cash compensation to make monthly purchases of Accenture pic Class A ordinary • 50% matching RSU grant following the end of the program year that generally vests 2 years later. | ||||
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Fiscal 2020 Chief Executive Officer Compensation Highlights
The compensation decisions in recognition of performance during fiscal 2020, including with respect to our chief executive officer, were tied to Company and individual performance. In making its compensation decisions, the Compensation Committee considered many factors, including the Company’s strong fiscal 2020 performance and Ms. Sweet’s leadership in implementing the Company’s new growth model, while navigating a period of unprecedented and unforeseen change as a result of the ongoing global health, financial and social crises.
Company Highlights
Fiscal 2020 Company Performance Highlights
The compensation of the Company’s named executive officers is tied to both Company and individual performance. In fiscal 2020, the Company’s strong performance reflects continued growth ahead of the market, strong profitability and record cash flow, driving superior shareholder value.
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Compensation Practices
The Compensation, Culture & People Committee oversees the design and administration of the Company’s compensation programs.programs, among other things. The Compensation, Culture & People Committee believes that a well-designed, consistently applied compensation program is fundamental to the Company’s culture of shared success. The compensation program for the named executive officers is designed to reward them for their overall contribution to Company performance, including the Company’s execution against its business plan and the creation of shareholder value.360° value for all stakeholders. The Compensation, Culture & People Committee recognizes that in a professional services firm, it is the collective leadership and individual contributions of our people around the world that are responsible for creating success for all of our stakeholders. Specifically, the program is designed to create shareholder value through:
Pay for Performance Pay-for-Performanceby aligning compensation to company performance.
BalancedAppropriate Pay Mix with an emphasis on performance-based long-term compensation.
Creating 360° Value with our culture of shared success, to deliver value for our clients, people, shareholders, partners and communities.
Competitive Benchmarking against our proxy peer group and similar roles across the broader market.
Leadership Essentials demonstrated by executives are considered in determining compensation outcomes.
Accenture 2021 Proxy Statement | Executive Compensation | 36 |
Disciplined Cost Management by aligning compensation spend to Accenture’s annual operating plan.
The Compensation, Culture & People Committee and management seek to ensure that our executive compensation and benefits programs align with our core compensation philosophy. We maintain the following policies and practices that drive our named executive officer compensation programs:
What We DoAlign our executive pay withPerformance Set challenging performanceObjectives Appropriate mix of short- and long-term incentives Align executive compensation with shareholder returns through performance-based vesting of equity incentive awards Use appropriate peer groups when establishing compensation Implement meaningful equity ownership guidelines Include caps on individual payouts in short- and long-term incentive plans Include a clawback policy for our cash and equity incentive awards Include restrictive covenants in award agreements, with a clawback of equity under specified circumstances Mitigate potential dilutive effects of equity awards through our share repurchase programs Hold an annual say-on-pay advisory vote Conduct annual compensation risk review and assessment Retain an independent compensation consultant What We Dont Do No contracts with multi-year guaranteed salary increases or non-performance bonusArrangements No golden parachutes, change in control payments or excise tax gross-ups No change in control single trigger equity acceleration provisions No dividends or dividend equivalents paid until vesting No hedging or pledging of Company shares No supplemental executive retirement plan
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Pay-for-Performance
The Compensation, Culture & People Committee believes that total compensation for the Company’s named executive officers should closely align with the Company’s performance and each individual’s performance.
Our named executive officers are eligible for a cash bonus award under our Global Annual Bonus program, which is funded during the fiscal year based on Company financial performance compared to the earnings target for the year, and rewards them for Company and individual performance based on the achievement of numerous measures.evaluated against performance objectives, as described below under “—Performance Objectives Used in Evaluations.” We also use 2two primary equity compensation programs for our named executive officers: the Key Executive Performance Share Program, which rewards achievement over a prospective 3-yearthree-year performance period; and the Accenture Leadership Performance Equity Award Program, which rewards executives for performance in the preceding fiscal year. In January 2020, in order to support the introduction ofTo further align our executives’ pay with the Company’s new growth model,performance, in October 2021, the Company granted additional performance-based equityCompensation, Culture & People Committee introduced a performance grant value modifier that will adjust the target value of awards under the 2020 Next Generation LeadershipKey Executive Performance Share Program,program based on Company performance. The Company’s performance will determine the performance grant value modifier, which can range from 0.85X to 1.15X of the target value for such awards. The modifier is capped at 1.00X unless the Company’s relative TSR over the prior two-year period equals or exceeds the 55th percentile among a group of third-party identified compensation peers. In addition, the Key Executive Performance Share awards are subject to further performance adjustment upon vesting and payouts will range from 0% to 150% of the target level based on the Company’s relative TSR and cumulative operating income performance over a three-year performance period, as further describeddiscussed below under “—Compensation Programs—2020 Next Generation Leadership Performance Share Program.Programs.”
When setting compensation, the Compensation, Culture & People Committee considers the Company’s performance and compensation earned over a multi-year period, in each case, relative to our peer group. As the graph below shows, the Company’s performance with respect to total shareholder return over a 3-yearthree-year period was at the 94th86th percentile among the companies in our peer group as of August 31, 2020.2021. The realizable total direct compensation for the role of chief executive officer over this same period was at the 59th27th percentile, which indicates that relative Company performance ranked significantly higher than relative realizable pay, as compared to our peer group, demonstrating a favorable alignment from a shareholder perspective.group.
Accenture 2021 Proxy Statement | Executive Compensation | 37 |
In the chart below, 3-yearthree-year realizable total CEO direct compensation includes fiscal 2021 and 2020 compensation for our current chair and chief executive officer during her first year in this role,and fiscal 2019 compensation for our former executive chairman, who served as interim chief executive officer (and current executive chairman) and 2018 compensation for our former chairman and chief executive officer.during fiscal 2019.
3-Year Total Shareholder Return Percentile Peer Companies 86th percentile TSR Accenture 27th percentile pay 3-Year Realizable Total CEO Direct Compensation Percentile 100% 50% 0%
We define realizable total direct compensation as the sum of the following, based on information reported in each company’s most recent annual proxy statement:
(1) | all cash compensation earned during the preceding |
(2) | the value of all time-vested restricted shares, RSUs, and stock options granted during the preceding |
(3) | the value of all performance-vested restricted shares and RSUs granted during the preceding |
The companies included in our peer group used for benchmarking executive compensation are identified under “—Role of Benchmarking” below.
The average realizable total direct compensation for all of our named executive officers for the same 3-yearthree-year period was inat the 64th45th percentile while our total shareholder return percentile was higher.higher at the 86th percentile.
Executive Compensation | 38 |
Say-on-Pay Vote
Shareholders continued to show strong support of our executive compensation programs, with more than 93% of the votes cast for the approval of our “say-on-pay” proposal at our 20202021 annual general meeting of shareholders. Given this strong support, which we believe demonstrates our shareholders’ satisfaction with the alignment of our named executive officers’ compensation with the Company’s performance, the Compensation, Culture & People Committee determined not to implement any significant changes to our compensation programs in fiscal 20202021 as a result of the shareholder advisory vote.
Process for Determining Executive Compensation
OurWith guidance from its independent compensation consultant, Pay Governance LLC (“Pay Governance”), the Compensation, Culture & People Committee reviews and approves a peer group annually in July, for use in conducting competitive market benchmarking of compensation for our named executive officers. This peer group is used to provide a meaningful gauge of current pay practices and levels as well as overall compensation trends among companies engaged in the different aspects of the Company’s business for purposes of assessing compensation for our named executive officers, as further described under “—Role of Benchmarking.”
The Compensation, Culture & People Committee holds two meetings in October of each year. At the first meeting, the Compensation, Culture & People Committee, with input from the Nominating, Governance & GovernanceSustainability Committee, assesses overall Company performance for the completed fiscal year as well as the performance of our chair and chief executive officer and our executive chairman.chair, if any. At subsequent meetings, the Compensation, Culture & People Committee, with input from its independent compensation consultant Pay Governance, LLC (“Pay Governance”), considers this overall Company performance as well as the chair and chief executive officer’s recommendations when determining each other individual named executive officer’s performance rating in assessing whether they exceeded, met or partially met their performance objectives for the year and setting their individual compensation levels.
In October 2020,2021, the Compensation, Culture & People Committee and the Nominating, Governance & GovernanceSustainability Committee, in consultation with Ms. Sweet Mr. Rowland and Ms. McClure, evaluated overall Company performance for fiscal 20202021 by reviewing the results achieved against the performance objectives for the year (as discussed below under “—Performance Objectives Used in Evaluations”) and then determined whether the Company exceeded, met or partially met the objectives as a whole for the year.
In assessing overall Company performance, the committees focused on those aspects of the Company’s performance reflected in the results discussed“Proxy Summary—Financial Highlights” above. The committees considered the Company’s strongrecord performance in fiscal 20202021 across numerous financial metrics taking into account the Company’s expanded market share across services and geographies, the continued significant investments in both its business and its people, including the completion of 46 acquisitions, and the promotion of over 120,000 employees, all while executing against the Company’s strategic objectives during the ongoing challenges of the COVID-19 pandemic, including growing faster than the market, expanding margins while significantly investing in the business and its people and returning a significant amount of cash to shareholders. The committees specifically acknowledged management’s swift response to the COVID-19 pandemic and management’s actions to position the Company to continue to provide seamless client services, deliver on shareholder commitments and emerge stronger.pandemic. As a result, the committees set the Company’s performance rating for fiscal 20202021 in the “exceeds” category. The committees’ evaluation of Ms. Sweet’s and Mr. Rowland’s performance is discussed below under “—Fiscal 20202021 Compensation Decisions.”
At the subsequent meeting in October of 2020,2021, the Company’s performance rating was used as one of the key factors in setting the amounts of compensation that the named executive officers receive for each of the performance elements of compensation described below. In setting compensation, the Compensation, Culture & People Committee took into account the individual performance ratings for Ms. Sweet and Mr. Rowland that it set together with the Nominating, Governance & GovernanceSustainability Committee and the individual performance ratings that it set, together with Ms. Sweet, for the other named executive officers. Applying these performance ratings, and after considering appropriate benchmarking data, the Compensation, Culture & People Committee then approved individual compensation levels for each named executive officer.
Performance Objectives Used in Evaluations
As discussed above, performance-based compensation is determined by evaluating performance against annual objectives, with no single objective being material to an individual’s overall performance evaluation.objectives. The objectives for fiscal 20202021 were updated as part of a shared success scorecard to align to our fundamental and strategic priorities. These annual objectives went through multiple layers of review, including by the Compensation, Culture & People Committee’s independent compensation consultant, to ensure that they were rigorous and challenging before being reviewed and approved by the Compensation, Culture & People Committee at the beginning of the fiscal year andyear. Performance against the shared success scorecard served as one of the components against which the Compensation, Culture & People Committee, together with the Nominating, Governance & GovernanceSustainability Committee,
Accenture 2021 Proxy Statement | Executive Compensation | 39 |
considered Ms. Sweet’s performance, and the Compensation, Culture & People Committee considered each of Ms. Sweet’s and Mr. Rowland’sother named executive officer’s performance, for fiscal 2020. These2021. The fiscal 2021 shared success scorecard included financial performance targetsobjectives that were established by reference to our operatingbusiness plan, including with respect to revenue growth in local currency, operating margin, earnings per share, new bookings and free cash flow, (taking into consideration the updated guidance provided to our shareholders in March of 2020 in response to the COVID-19 pandemic), as well as other non-financial objectives, as described below. As noted below,Our named executive officers may also have additional objectives specific to their roles, including the specific objectives for Ms. Sweet, which included increasing the leadership position of the Company within the marketplace, improving client satisfaction, and Mr. Rowland, as further described below under “—Fiscal 2020 Compensation Decisions.”driving growth within specific identified areas of focus. We believe that encouraging our named executive officers, as well as other employees with management responsibility, to focus on a variety of performance objectives that are importantreflect our commitment to creating value for creating shareholder valueour clients, people, shareholders, partners and communities reduces the incentive to take excessive risk with respect to any single objective. The Company does not apply a formula or use a pre-determined weighting when comparing overall performance against the various objectives, and no single objective is material in determining individual performance.performance and resulting pay decisions.
TheFor fiscal 2021, over 470 Accenture employees with management responsibility, including each of the named executive officers’officers, were evaluated under the shared success scorecard, which included enterprise-wide objectives in the following key categories. In addition, leaders were evaluated under additional individual performance is evaluated against numerous measures, including the following:objectives where they could make a personal impact.
Driving financial performance. Continued focus on key metrics of overall financial success. Gaining market share. Growing faster than the market while delivering strong underlying profitability, enabling continued investment in our business and our people. Capturing momentum in the market. Driving growth across all dimensions of our business across geographic markets, industries, and services. Unwavering commitment to inclusion and diversity. Achieving gender, racial and ethnic diversity and inclusion targets, including metrics related to recruitment, advancement and retention based on our goals for 2025 for a 50/50 gender-balanced workforce, 30% women managing directors, and increased race and ethnicity representation. Executing our growth strategy. Focusing on strategic priority areas and growth initiatives across company geographies. 360o value implementation. Creating 360o value for all stakeholders by delivering on the promise of technology and human ingenuity to help our clients navigate a changing world and transform their organizations for an increasingly digital future. Creating industry solutions. Leveraging our experiences, global resources and advanced technologies to create solutions across the entire value chain. Retaining the best people. Executing against our talent strategy to recruit and retain the best people. Investing in our people. Investing in our people to drive professional and personal development and support our clients. | ||
Executive Compensation | 40 |
Fiscal 20202021 Compensation Decisions
Summaries of the processes undertaken and the compensation decisions made by the Compensation, Culture & People Committee in recognition of our named executive officers’ performance during fiscal 20202021 are described below.
Chair and Chief Executive Officer
In October 2020,2021, the Compensation, Culture & People Committee and the Nominating, Governance & GovernanceSustainability Committee together with input from Mr. Rowland, considered Ms. Sweet’s individual performance against the metrics described above under “—Process for Determining Executive Compensation” and additional metrics focused on her role in executing the leadership transition.Compensation.” The committees also took into account feedback solicited by our chief leadership & human resources officer from members of our executive committee and other senior leaders.
The committees set Ms. Sweet’s individual performance rating for fiscal 20202021 at a level consistent with the overall Company performance rating, which was in the “exceeds”“exceeds” category.category and established her performance grant value modifier, for purposes of determining the target value of her Key Executive Performance Share Program award, at 1.15X, as further described under “—Compensation Programs.” In making this determination,its compensation decisions, the committees took into accountCompensation, Culture & People Committee considered many factors, including the Company’s strongrecord performance forand significant market share gains during fiscal 2020,2021, the creation of 360° value beyond our financials, Ms. Sweet’s seamless transition to leadingexceptional level of engagement with the Company as our chief executive officerCompany’s clients globally, and the implementationher execution of the Company’s new growth model,strategic objectives, all while successfully navigating a period of unprecedented and unforeseen change as a result of the ongoing global health, financial and social crises. This included her focus on clients, deep engagement with our ecosystem partners, actionscontinuing to rapidly pivot our business in response tonavigate the COVID-19 pandemic support ofand investing significantly in our business, people through this challenging period and her leadership of the Company’s swift response to stand together against racism and inequality.communities.
At the subsequent meeting in October of 2020,2021, the Compensation, Culture & People Committee and its independent compensation consultant, Pay Governance, discussed market trends and reviewed benchmarking reports, as discussed below under “—Role of Benchmarking.” As part of this review, when setting Ms. Sweet’s compensation based on her performance during fiscal 2020,2021, the Compensation, Culture & People Committee considered the Company’s performance results for fiscal 2020,2021, sustained historical performance results, external market references (including absolute and relative performance against the Company’s peers) and internal compensation references.
Ms. Sweet was not involved in setting her compensation and was not present during the review of her performance or approval of her compensation. As a result of its fiscal 20202021 assessments and consideration of data provided by its independent compensation consultant, the Compensation, Culture & People Committee approved the following compensation elements for Ms. Sweet in recognition of her achievements during fiscal 2020.2021.
Julie Sweet Chair and Chief Executive Officer |
| Base Compensation (as of Dec. 1, | $ (Increased from |
6% Base Compensation 20% Fiscal 2021 Global Annual Bonus 74% January 2022 Equity Awards 77% of equity awards are granted under the Key Executive Performance Share Program and are subject to Company performance over a 3-year period. Pay Mix | |||
Fiscal |
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Target Value of January Equity Awards | $
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The chart above reflects the compensation elements that the Compensation, Culture & People Committee approved for Ms. Sweet in recognition of her achievements during fiscal 2020.2021. In accordance with the SEC rules, the numbers presented in the 20202021 Summary Compensation Table on page 5352 of this Proxy Statement include her prior base compensation paid during fiscal 2020,2021, the long-term incentive equity awards granted to her in fiscal 20202021 and her fiscal 20202021 Global Annual Bonus payable in fiscal 2021.2022.
Executive Compensation | 41 |
Other Named Executive Officers
Former Executive Chairman
At the same meeting where they evaluated Ms. Sweet’s fiscal 20202021 performance, the Compensation, Culture & People Committee and the Nominating, Governance & GovernanceSustainability Committee also set Mr. Rowland’s individual performance rating for fiscal 20202021 at a level consistent with the overall Company performance rating in the “exceeds” category. In making this determination, the committees focusedcategory, based on Mr. Rowland’s performance during fiscal 2020 and took into account the Company’s strong performance for fiscal 2020, Mr. Rowland’s support in the seamless leadership transition to Ms. Sweet during fiscal 2020, his efforts in maintaining strong client relationships and his effective management of the Board as executive chairman, as well as his individual performance against the metrics described above under “—Process for Determining Executive Compensation,” and additional metrics focused on his role in executing the leadership transition.2021.
In setting Mr. Rowland’s final compensation levels, the Compensation Committee and its independent compensation consultant discussed market trends and reviewed benchmarking reports, as discussed below under “—Role of Benchmarking.” As part of this review, when setting Mr. Rowland’s compensation based on his performance during fiscal 2020, the Compensation Committee considered external market references (including absolute and relative performance against peers).
Mr. Rowland was not involved in setting his compensation and was not present during the review of his performance or the approval of his compensation. As a result of its fiscal 20202021 assessment and consideration of data provided by its independent compensation consultant, the Compensation, Culture & People Committee approved the compensation elements for Mr. Rowland shown below. Mr. Rowland’s total targeta fiscal 2021 compensation reflectscash bonus of $2,319,967 and, consistent with Accenture’s existing policy, a decreasecash payment in the amount of $2,382,300 in lieu of the RSUs that would have been granted to him under the Accenture Leadership Performance Equity Award Program that he would have received had he not retired, as part of a measured and phased approach adopted by the Compensation Committee to gradually reduce his compensation.further described below under “Potential Payments Upon Termination.”
Other Named Executive Officers
In determining the compensation of the other named executive officers based on their performance during fiscal 2020,2021, Ms. Sweet submitted a recommendation to the Compensation, Culture & People Committee for the overall compensation of each of these officers for the Compensation, Culture & People Committee’s review, discussion and approval. In making these recommendations, Ms. Sweet considered the following 4four factors:
• | Company Performance. Company performance, |
Individual Performance. Each officer’s individual performance;
Internal Benchmarks. Internal comparisons across our executive committee; and
External Benchmarks.External market references.
The individual contributions and leadership of each of the other named executive officers were measured against the relevant portions of the performance “objectives”objectives as described above in “—Process for Determining Executive Compensation—Performance Objectives Used in Evaluations.” Management and the Compensation, Culture & People Committee believe that this approach reflects that the leadership team is collectively responsible for a broad range of Company results and initiatives. In evaluating performance against the objectives, no formula or pre-determined weighting was used, and no one objective was individually material.
Ms. Sweet discussed with the Compensation, Culture & People Committee the leadership role and performance of each of the other named executive officers. For the other named executive officers, to the extent applicable, Ms. Sweet also discussed with the Compensation, Culture & People Committee the financial results of the businesses for which they were responsible. In developing her recommendation to the Compensation, Culture & People Committee for the compensation of the named executive officers, Ms. Sweet considered information on market-comparable compensation provided by the Company’s compensation consultant, Willis Towers Watson plc (“Willis Towers Watson”). Before making the final compensation decisions for the year, the Compensation, Culture & People Committee reviewed and discussed Ms. Sweet’s recommendations, in consultation with its independent compensation consultant.
Executive Compensation | 42 |
As a result of its fiscal 20202021 assessments and consideration of data provided by its independent compensation consultant, the Compensation, Culture & People Committee established a performance grant value modifier for purposes of determining the target value of each other named executive officer’s Key Executive Performance Share Program award at 1.15X, as further described under “—Compensation Programs,” and approved the following compensation elements for Mr. Rowland, Ms. McClure, Mr. Casati and Mr. Ollagnier in recognition of their achievements during fiscal 2020:2021:
KC McClure Chief Financial Officer |
| Base Compensation (as of Dec. 1, | $ ( | ||||
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12% Base Compensation 22% Fiscal 2021 Global Annual Bonus 66% January 2022 Equity Awards 78% of | |||||
Fiscal 2021 Global Annual Bonus | $1,990,950 | |||||
Target Value of January
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Gianfranco Casati Chief Executive Officer–Growth Markets |
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13% Base Compensation 24% Fiscal | ||||||
Fiscal 2021 Global Annual Bonus | $
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Target Value of January | $
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Jean-Marc Ollagnier Chief Executive Officer–Europe |
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12% Base Compensation 24% Fiscal | ||||||
Fiscal 2021 Global Annual Bonus | $
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Target Value of January | $
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* | The base compensation and fiscal 2021 Global Annual Bonus amounts for Messrs. Casati and Ollagnier were converted from Singapore dollars and euros, respectively, to U.S. dollars at an exchange rate of 1.34283 and 0.83601, respectively, which were the average of the monthly translation rates for fiscal 2021. |
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• $2,150,000 under Key Executive Performance Share Program
• $950,000 under Accenture Leadership Performance Equity Award Program
The chart above reflects the compensation elements that the Compensation, Culture & People Committee approved for the other named executive officers in recognition of their achievements during fiscal 2020.2021. In accordance with the SEC rules, the numbers presented in the 20202021 Summary Compensation Table on page 5352 of this Proxy Statement include the named executive officers’ prior base compensation paid during fiscal 2020,2021, the long-term incentive equity awards granted to them in fiscal 20202021 and their fiscal 20202021 Global Annual Bonus payable in fiscal 2021.
The base compensation and fiscal 2020 Global Annual Bonus for Messrs. Casati and Ollagnier were converted from Singapore dollars and euros, respectively, to U.S. dollars at an exchange rate of 1.38750 and 0.90274, respectively, which were the average of the monthly translation rates for fiscal 2020.
2022.
Role of Compensation Consultants
The Compensation, Culture & People Committee has engaged Pay Governance to serve as the Compensation, Culture & People Committee’s independent compensation consultant. Pay Governance and its affiliates do not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation, Culture & People Committee on executive and director compensation. With respect to executive compensation, as requested by the Compensation, Culture & People Committee, Pay Governance advises the Compensation, Culture & People Committee on general marketplace trends in executive compensation, makes proposals for executive compensation programs, recommends peer companies for inclusion in competitive market analyses of compensation and otherwise advises the Compensation, Culture & People Committee with regard to the compensation of our chair and chief executive officer and our executive chairman and members of our executive committee. Pay Governance also provides input for the Compensation, Culture & People Committee to consider regarding the final compensation packages of our chair and chief executive officer, and our executive chairman, as discussed under “—Process for Determining Executive Compensation.” In addition, Pay Governance provides input to the Compensation, Culture & People Committee for its annual review of director compensation, as discussed under “Director Compensation.”
Management separately receives benchmarking information with respect to the members of our executive committee from its compensation consultant, Willis Towers Watson, as described under “—Role of Benchmarking.” While Willis Towers Watson also acts as management’s compensation consultant in various capacities with respect to our global workforce of approximately 506,000624,000 employees and assists management in formulating its compensation recommendations for the members of our executive committee, the Compensation, Culture & People Committee has separately engaged Pay Governance as its independent compensation consultant to provide it with independent advice and to avoid any conflicts of interest. The Compensation, Culture & People Committee has assessed the independence of Pay Governance pursuant to the applicable rules and determined that its engagement does not raise any conflict of interest.
Role of Benchmarking
Pay Governance performs extensive analyses focusing on executive compensation opportunity, total realizable pay, the difficulty of achieving incentive plan goals, pay-for-performance alignment and the compensation levels of chief executive officers and other executive chairmenofficers across our peer group companies. The Compensation, Culture & People Committee considers these analyses when determining the compensation of our named executive officers, including the chair and chief executive officer and the executive chairman.officer.
In addition, Willis Towers Watson prepares a report that includes a comparison of our named executive officers’ compensation to comparable roles within our proxy peer group companies, as well as the most recent publicly available published survey data for similar roles across broader industry benchmarks.the world’s largest technology companies. The Willis Towers Watson report serves as one input to consider along with Company and individual performance, internal comparisons across members of our executive committee and alignment with our professional servicesshared success compensation philosophy.
Because the future performance of the Company and the companies in our peer group are not known at the time that the compensation opportunities under the Company’s programs are established, the Compensation, Culture & People Committee also considers an annual review of the most recent historical alignment of pay and performance relative to the Company’s peers. This review is intended to help the Compensation, Culture & People Committee ensure that the Company aligns pay and performance relative to its peers and that our compensation programs are working as intended. The results of the review with respect to all of our named executive officers are summarized under “—Pay-for-Performance” above.
Fiscal 20202021 Peer Group
The Compensation, Culture & People Committee reviews and approves a peer group annually for use in conducting competitive market analyses of compensation for our named executive officers. We do not believe many companies compete directly with us in all lines of our business. However, the Compensation, Culture & People Committee identifies a peer group of relevant public companies for which data are available that are comparable to the Company in at least some areas of our business. Our peer group includes companies that have one or more of the following attributes, which were considered in the screening process to identify appropriate peers:
Listed Company. Publicly traded securities listed on a U.S. stock exchange that are subject to reporting obligations that are similar to Accenture’s;
Accenture 2021 Proxy Statement | Executive Compensation | 44 |
Similar Business or Industry. Similar business or services operations in the industries and markets in which Accenture competes;competes and/or have a similar business reliance on human capital;
Comparable Revenues. Revenues within a range similar to Accenture’s revenues;
Competitor. Being a direct line-of-business competitor; and
Global Scale.Large, global companies with multiple lines of business.business, typically S&P 100 companies with strong brand recognition.
In July 2021, based on the recommendations of the Compensation, Culture & People Committee’s independent compensation consultant, the Compensation, Culture & People Committee approved the removal of Automatic Data Processing, Inc., Hewlett Packard Enterprise Company, and DXC Technology Company from Accenture’s peer group and the addition of Visa Inc., salesforce.com, inc. and Morgan Stanley. The Compensation, Culture & People Committee believes the grouping belowfiscal 2021 compensation peer group accurately reflects Accenture’s size and complexity. The Compensation, Culture & People Committee further believes the fiscal 2021 compensation peer group provides a meaningful gauge of current pay practices and levels as well as overall compensation trends among companies engaged in the different aspects of the Company’s business for purposes of assessing fiscal 20202021 compensation for our named executive officers. The Compensation, Culture & People Committee compares each named executive officer’s total target compensation to total target compensation for similar positions within this peer group when setting compensation levels. This ensures that the Compensation, Culture & People Committee has the appropriate benchmarking data to compare pay levels of our named executive officers in the highly-competitive and fluid executive labor market for large technology companies.
Peer Group for Assessing Fiscal 2021 Compensation Aon plc Chubb Limited Cisco Systems, Inc. Cognizant Technology Solutions Corporation General Dynamics Corporation Honeywell International Inc. Intel Corporation International Business Machines Corporation Marsh & McLennan Companies, Inc. Microsoft Corporation Morgan Stanley* Oracle Corporation salesforce.com, inc.* Visa Inc.* Accenture vs. Peer Group1 Revenue Accenture 77th Percentile Market Capitalization Accenture 60th Percentile 0 25 50 75 100 0 25 50 75 100 1 Reflects the most recent fiscal year-end results. *For fiscal 2021, these companies replaced Automatic Data Processing, Inc., Hewlett Packard Enterprise Company and DXC Technology Company.
Compensation Programs
This section provides greater detail on the elements of our named executive officers’ compensation, which consist of the following:
Cash Compensation Base Compensation Global Annual Bonus Long-Term Equity Compensation Key Executive Performance Share Program Accenture Leadership Performance Equity Program Voluntary Equity Investment Program
Accenture 2021 Proxy Statement | Executive Compensation | 45 |
Cash Compensation
Cash compensation for Accenture’s named executive officers consists of 2two components: base compensation and the Global Annual Bonus, each of which is described below.
Base Compensation
Base compensation provides a fixed level of compensation to the named executive officers each year and reflects each named executive officer’s leadership role, as opposed to individual performance. Base compensation may vary for named executive officers based on relative market compensation. Increases to base compensation, if any, generally take effect in connection with a promotion or at the beginning of the compensation year, which begins on December 1 of each year.
Global Annual Bonus
The Global Annual Bonus is designed to tie pay to both individual and Company performance for the fiscal year; in particular, financial performance compared to the earnings target for the year. Final overall funding decisions are made at the end of the fiscal year based primarily upon the Company’s performance against this target and are subject to approval by the Compensation, Culture & People Committee. Once the program’s Company-wide funding for the year is finalized, individual payouts are determined based on each eligible employee’s career level within the Company and individual performance rating. Payments under this program are made after each fiscal year-end. The program is designed to give higher bonuses to top performers and to provide higher incentives as employees advance through our career levels. All members of Accenture Leadership (over 7,5008,500 employees), in addition to our named executive officers, are generally eligible for the Global Annual Bonus.
Each of the named executive officers was assigned a fiscal 20202021 annual bonus target that is a percentage of his or her base salary as shown below. A named executive officer may earn more or less than his or her target award based upon the Company’s overall funding of the bonus pool and his or her individual annual performance rating, ranging from a minimum bonus of 0% and up to a maximum bonus (assuming 100% funding of the fiscal 2021 bonus pool), as shown below. Fiscal 2021 target bonus levels as a percentage of base pay were unchanged from fiscal 2020 levels (for fiscal 2022 the Compensation, Culture & People Committee approved target bonus levels of 150% of base salary for each of Ms. McClure and Messrs. Casati and Ollagnier).
Named Executive Officer | Minimum Bonus as a % of Target Bonus | Target Bonus as a % of Base Salary | Maximum Bonus as a % of Target Bonus | Minimum Bonus as a % of Target Bonus | Target Bonus as a % of Base Salary | Maximum Bonus as a % of Target Bonus | ||||||||||||||||||
Julie Sweet |
| 0% |
|
| 200% |
|
| 200% |
|
| 0% |
|
| 200% |
|
| 200% |
| ||||||
David P. Rowland |
| 0% |
|
| 140% |
|
| 143% |
| |||||||||||||||
KC McClure |
| 0% |
|
| 120% |
|
| 167% |
|
| 0% |
|
| 120% |
|
| 167% |
| ||||||
Gianfranco Casati |
| 0% |
|
| 110% |
|
| 182% |
|
| 0% |
|
| 110% |
|
| 182% |
| ||||||
Jean-Marc Ollagnier
|
| 0%
|
|
| 110%
|
|
| 182%
|
|
| 0% |
|
| 110% |
|
| 182% |
| ||||||
David P. Rowland
|
| 0%
|
|
| 140%
|
|
| 143%
|
|
Despite the significant effect that the COVID-19 pandemic had on the Company’s results of operations, theThe Compensation, Committee did not adjust the earnings target for the bonus pool funding for fiscal 2020. The CompensationCulture & People Committee took the Company’s strongrecord performance in fiscal 20202021 into consideration in approving an overall funding percentage for the Global Annual Bonus that createdwas slightly above the capacity to pay meaningful bonuses for fiscal 2020 performance.overall target level. In determining the final individual payout levels shown in the “Summary Compensation Table” below, the Compensation, Culture & People Committee considered the Company’s overall funding of the bonus pool and each executive’s individual annual performance rating, as described under “—Performance Objectives Used in Evaluations” and “—Fiscal 20202021 Compensation Decisions.”
Accenture 2021 Proxy Statement | Executive Compensation | 46 |
Long-Term Equity Compensation
Our long-term equity compensation aligns the interests of our named executive officers with those of our shareholders. The Company intends for long-term equity compensation to constitute the most significant component of the compensation opportunity for the named executive officers. The Company offers all of its equity grants in the form of RSUs, which are subject to performance and/or time vesting requirements. With respect to fiscal 2020,2021, our named executive officers other than Mr. Rowland, who was not eligible to participate in the 2020 Next Generation Leadership Performance Share Program, were eligible to participate in the following primary programs, which encourage retention and align the interests of eligible participants with our shareholders.
Program | Eligible Employees | Objective | ||
Key Executive Performance Share Program |
Senior members of Accenture Leadership |
Reward participants for driving the Company’s business to meet performance objectives related to operating income results and relative total shareholder return, in each case, over a 3-year performance period. | ||
Accenture Leadership Performance Equity Award Program |
Members of Accenture Leadership |
Reward high performers based on individual and Company performance, in each case, with respect to the prior year. | ||
Voluntary Equity Investment Program |
Members of Accenture Leadership |
Encourage share ownership through voluntary share purchases, with a 50% matching RSU grant following the end of the program year that generally vests 2 years later. | ||
|
|
|
Our long-term equity compensation programs are part of a larger framework of compensation for all of our employees. As individuals assume more senior roles at the Company, they become eligible for additional equity compensation programs. As described above, our named executive officers are eligible for awards that are intended to reward their individual performance, align their pay with achievement of both annual and long-term performance goals and encourage them to acquire meaningful ownership stakes in Accenture.
Key Executive Performance Share Program
Performance metrics: 25% Relative TSR 75% Operating Income Performance period: 3-years Payout: 0% - 150% of target RSUs vest
The Key Executive Performance Share Program is the program under which the Compensation, Culture & People Committee grants the majority of RSUs to the senior members of Accenture Leadership and is intended to be the most significant element of our named executive officers’ compensation over time.
Under the program, operating income results are weighted more heavily than total shareholder return. This approach recognizes that operating income more accurately reflects the Company’s performance against its objectives. Since vesting of grants under the program depends on Accenture’s cumulative performance against these metrics over the 3-yearthree-year period, a significant portion of the named executive officers’ realizable total direct compensation is aligned against performance over an extended period. Thus, for example, a period of poor performance against the Company’s operating income or relative total shareholder return targets could affect the ultimate vesting percentage for several years of RSU grants made to the named executive officers under this program. The Company also believes linking compensation to long-term Company performance encourages prudent risk management and discourages excessive risk taking for short-term gain.
Based on the Company’s cumulative operating income and relative total shareholder return for the 3-yearthree-year period from fiscal 20182019 through fiscal 2020,2021, the 20182019 Key Executive Performance Share Program awards vested at 122.5%129.1% of the target level.
Awards under our 20202021 Key Executive Performance Share Program have a 3-yearthree-year performance period beginning on September 1, 20192020 and ending on August 31, 2022.2023.
Operating Income Results. Up to 75% of the total RSUs will vest, if at all, at the end of the 3-yearthree-year performance period based upon the achievement of operating income targets by the Company during the performance period. For each fiscal year during the performance period, the Compensation, Culture & People Committee approves an operating income plan for this program that the Compensation, Culture & People Committee deems to be challenging. Despite the significant effect that the COVID-19 pandemic had on the Company’s results of operations, no adjustments were made to the operating income targets under this program. The aggregate of these 3three annual operating income plans forms the reference, or target, for measuring aggregate operating income results over the 3three years. Performance is then calculated as the actual aggregate operating income divided by the target aggregate operating income, with the percentage vesting of RSUs determined as shown in the table below.
Accenture 2021 Proxy Statement | Executive Compensation | 47 |
Relative Total Shareholder Return. Up to 25% of the total RSUs will vest, if at all, at the end of the 3-yearthree-year performance period based upon Accenture’s total shareholder return, as compared to the total shareholder return of the comparison companies listed below, together with the S&P 500 Total Return Index. Relative total shareholder return is determined by dividing the fair market value of the stock of a company at the end of the performance period (August 31, 2022)2023), adjusted to reflect cash, stock or in-kind dividends paid on the stock of that company during the performance period, by the fair market value of that stock at the beginning of the performance period (September 1, 2019)2020). In order to compare Accenture’s relative total shareholder return with that of our comparison companies and the S&P 500 Total Return Index, each company and the S&P 500 Total Return Index is ranked in order of its total shareholder return. Accenture’s percentile rank among the comparison companies and the S&P 500 Total Return Index is then used to determine the percentage vesting of RSUs as shown in the table below.
| Operating Income | Relative TSR | ||||||
|
| |||||||
Performance Level* | Accenture Performance Rate vs. Target | Percentage of RSUs that Vest (Out of a | Accenture Percentile Rank | Percentage of RSUs that Vest (Out of a Target of 25%) | ||||
|
|
| ||||||
Below Threshold | Below 80% | 0% | Below 40th percentile | 0% | ||||
|
|
| ||||||
Threshold
| 80% | 37.5% | 40th percentile | 12.5% | ||||
|
|
| ||||||
Target
| 100% | 75% | 60th percentile | 25% | ||||
|
|
| ||||||
Maximum | 110% or greater | 112.5% | At or above 75th percentile
| 37.5% | ||||
|
|
|
* | We will proportionally adjust the number of RSUs that vest if Accenture’s performance level falls between “Target” and “Maximum,” or between “Threshold” and “Target,” in each case on a linear basis. |
The following comparison companies, together with the S&P 500 Total Return Index, are used for measuring relative total shareholder return for the 20202021 Key Executive Performance Share Program. These companies are reviewed and approved by the Compensation, Culture & People Committee annually in advance of the applicable fiscal year.
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| Key Executive Performance Share Program Peer Group Aon plc lnfosys Limited Automatic Data Processing, Inc. Intel Corporation Capgemini SE International Business Machines Corporation Cisco Systems, Inc. Marsh & McLennan Companies, Inc. Cognizant Technology Solutions Corporation Microsoft Corporation DXC Technology Company Oracle Corporation General Dynamics Corporation SAP SE Hewlett Packard Enterprise Company S&P 500 Total Return Index |
This group of companies and the S&P 500 Total Return Index together represent a slightly different and broader list than the group of companies included in ourfiscal 2021 compensation peer group of companies used for benchmarking executive compensation generally and identified under “—Role of Benchmarking” above. These companies and the S&P 500 Total Return Index together were determined to yield a bettermore appropriate comparative group for purposes of evaluating relative total shareholder return.return than the fiscal 2021 compensation peer group.
Accenture shares underlying the RSUs granted under the Key Executive Performance Share Program that vest are delivered following the Compensation, Culture & People Committee’s determination of the Company’s results with respect to the performance metrics. Each of our named executive officers received a grant of RSUs under the Key Executive Performance Share Program on January 1, 20192020 and January 1, 2020, and Mr. Ollagnier received an additional grant of RSUs under the 2020 Key Executive Performance Share Program in August 2020 in order to more closely align the total target compensation of each of the Company’s geographic chief executive officers.2021. Each of our named executive officers, except Ms. Sweet, was eligible for provisional age-based vesting as of the grant dates. Provisional age-based vesting means that if a participant voluntarily terminates his or her employment after reaching age 50 and completing 15 years of continuous service, the participant is entitled to pro rata vesting of his or her award at the end of the 3-yearthree-year performance period based on the portion of the performance period during which he or she was employed. The vesting schedules for the Key Executive Performance Share Program awards that were outstanding at the end of fiscal year 20202021 are set forth in footnote 5 to the “Outstanding Equity Awards at August 31, 2020”2021” table below.
Accenture 2021 Proxy Statement | Executive Compensation | 48 |
To further align our executives’ pay with the Company’s performance, beginning with grants made on January 1, 2022, the program includes a performance grant value modifier that is used to adjust the target value of each named executive officer’s Key Executive Performance Share award at the time of grant. The performance grant value modifier can range from 0.85X to 1.15X of the otherwise applicable guideline target value for such award and is set by the Compensation, Culture & People Committee based on the Company’s 1-year and three-year absolute TSR, as well as an overall assessment of the prior fiscal year performance. The modifier is capped at 1.00X unless the Company’s relative TSR over the prior two-year period equals or exceeds the 55th percentile among a group of third-party identified compensation peers. The performance grant value modifier approved in October 2021 for January 1, 2022 grants to the named executive officers were set at 1.15X based on the Company’s very strong absolute and relative TSR as well as the other factors discussed above under “Performance Objectives Used in Evaluations.”
Accenture Leadership Performance Equity Award Program
The Accenture Leadership Performance Equity Award Program, for which all members of Accenture Leadership are eligible, is designed to recognize and reward high-performing members of Accenture Leadership for their performance in the most recently completed fiscal year and is funded based on overall Company performance. High-performing members of Accenture Leadership receive equity grants in the form of time-vesting RSUs based on their annual performance rating for the prior completed fiscal year. These awards vest in 3three equal installments on each January 1 following the grant date until fully vested. However, grants under this program to participants who are age 50 or older on the date of grant have a shortened vesting schedule that is graduated based on the age of the participant on the grant date, with a one month
vesting period applicable to participants who are age 56 or older on the grant date. As a result, a shorter vesting schedule applied to all or a portion of the RSUs granted under this program to each of our named executive officers in fiscal 2020,2021, as further shown in the “Stock Vested in Fiscal 2020”2021” table below. The actual vesting schedules for these awards outstanding at fiscal year-end are set forth in footnote 2 to the “Outstanding Equity Awards at August 31, 2020”2021” table below.
Voluntary Equity Investment Program
Under the VEIP, Accenture Leadership, including all of our named executive officers, in jurisdictions where permitted, may elect to designate up to 30% of their total cash compensation to this share purchase program. These amounts are deducted from after-tax income and used to make monthly purchases of Accenture plc Class A ordinary shares from Accenture at fair market value on the 5th of each month for deductions taken in the previous month. Participants are awarded a 50% matching RSU grant at the end of the program year in the form of 1one RSU for every 2two shares that have been purchased during the program year and that have not been sold or transferred prior to the matching grant date. This matching grant will generally vest in full 2two years from the date of the grant. Under the program, if a participant leaves Accenture or withdraws from the program prior to the award of the matching grant, he or she generally will not receive a matching grant.
In the last completed program year, which ran from January 20192020 to January 2020,2021, Mses. Sweet and McClure and Mr. Ollagnier participated in the VEIP and, based on their respective purchases through the program and held at year-end, received a grant of matching RSUs under the VEIP in fiscal 20202021 as indicated above and the “Grants of Plan-Based Awards for Fiscal 2020” table below.
2020 Next Generation Leadership Performance Share Program
In January 2020, in order to support the introduction of our new growth model, as described under “Proxy Statement Summary—Our New Growth Model,” the Company granted awards under the 2020 Next Generation Leadership Performance Share Program. Under the 2020 Next Generation Leadership Performance Share Program, the Company’s relative revenue growth is weighted more heavily than relative total shareholder return. The emphasis on revenue growth is designed to drive efforts to continue to gain market share and reflects an alignment of the named executive officers’ compensation with a key financial measure that drives value for the Company’s shareholders. The Compensation Committee does not expect to issue additional awards under the 2020 Next Generation Leadership Performance Share Program, but rather views this performance-based equity program as a fiscal 2020 equity grant designed to align a broader leadership team to deliver on the Company’s new growth model and deliver superior results for the Company’s shareholders.
Awards under the 2020 Next Generation Leadership Performance Share Program vest based on Accenture’s cumulative performance against the following two metrics over the 3-year performance period that began on September 1, 2019 and will end on August 31, 2022:
Gaining Market Share. Up to 75% of the total RSUs granted under the program will vest, if at all, at the end of the 3-year performance period based upon Accenture’s Compound Annual Growth Rate (CAGR) against the CAGR of a group of comparison companies, which includes the Company’s publicly traded competitors. Performance is then calculated by dividing Accenture’s CAGR by the aggregate CAGR of the comparison companies, with the percentage vesting of RSUs determined as shown in the table below. Accenture must gain market share in order to earn any payout under this portion of the award.
Relative Total Shareholder Return. Up to 25% of the total RSUs will vest, if at all, at the end of the 3-year performance period based upon Accenture’s relative total shareholder return, as described above under the Key Executive Performance Share Program, except that Accenture must perform even better as compared to the designated comparison companies described under the Key Executive Performance Share Program above and the S&P 500 Total Return Index in order to achieve the threshold, target and maximum payouts for this component of the 2020 Next Generation Leadership Performance Share Program award. Accenture’s percentile rank among the comparison companies is used to determine the percentage vesting of RSUs as shown in the table below.
| Revenue Growth | Relative TSR | ||||||
|
| |||||||
Performance Level* | Accenture Performance vs. Comparison Companies | Percentage of RSUs that Vest (Out of a Target of 75%) | Accenture Percentile Rank | Percentage of RSUs that Vest (Out of a Target of 25%) | ||||
|
|
| ||||||
Below Threshold | Below 1.2x | 0.0% | Below 45th percentile | 0% | ||||
|
|
| ||||||
Threshold
| 1.2x | 37.5% | 45th percentile | 12.5% | ||||
|
|
| ||||||
Target
| 2.0x | 75% | 65th percentile | 25% | ||||
|
|
| ||||||
Maximum | 3.0x or Above | 112.5% | At or above 80th percentile
| 37.5% | ||||
|
|
|
|
Accenture shares underlying the RSUs granted under the 2020 Next Generation Leadership Performance Share Program that vest are delivered following the Compensation Committee’s determination of the Company’s results with respect to the performance metrics. The Compensation Committee granted performance-based RSUs to members of the Company’s expanded global management committee with a target value of $1,500,000, including each of the named executive officers, other than Mr. Rowland. Each of our named executive officers who received a grant under the 2020 Next Generation Leadership Performance Share Program, except Ms. Sweet, was eligible for provisional age-based vesting as of the grant date, as described above under the Key Executive Performance Share Program. The vesting schedules for the 2020 Next Generation Leadership Performance Share Program awards that were outstanding at the end of fiscal year 2020 are set forth in footnote 5 to the “Outstanding Equity Awards at August 31, 2020”2021” table below.
The terms of all 4three of these programs provide that the number of RSUs granted and still outstanding on any applicable record date will be adjusted proportionally to reflect the Company’s payment of dividends or other significant corporate events. Additional RSUs awarded in connection with dividend adjustments are subject to the same vesting conditions as the underlying awards.
Other Compensation
Consistent with the Company’s compensation philosophy, the Company provides only limited personal benefits to the named executive officers. Like many of our peer companies and consistent with local market practices, these include premiums paid on life insurance policies and tax-return preparation services, and for Ms. Sweet, in light of her role and per the recommendations of an independentpersonal security study, replacement of prior home security systems,arrangements, as may be needed from time to time, the use of a car and driver and limited use of a Company-provided aircraft for personal travel, which Ms. Sweet uses for security purposes and to maximize the time she is able to spend on the Company’s business. Ms. Sweet’s personal travel on Company-provided aircraft is limited to an aggregate incremental Company cost not to exceed $200,000$400,000 per year. Ms. Sweet is fully responsible for all personal income taxes associated with such personal usage. Mr. Casati, who is based in Singapore, receives a housing allowance and maintenance costs. Additional discussion of the personal benefits and other compensation provided to the named executive officers in fiscal 20202021 is included in the “Summary Compensation Table” below.
Accenture 2021 Proxy Statement | Executive Compensation | 49 |
Additional Information
Equity Ownership Requirements
The Company has an equity ownership requirement policy pursuant to which the Company’s most stringent share ownership requirements apply to the named executive officers. These share ownership requirements are intended to ensure that each of the named executive officers holds a meaningful ownership stake in Accenture. The Company intends that this ownership stake will further align the interests of the named executive officers and the Company’s shareholders. Under these requirements, each of the named executive officers is required to hold Accenture equity (which may include unvested equity) with a value equal to at least 6six times his or her base compensation by the 5th anniversary of becoming a named executive officer. Each of the named executive officers, other than Mr. Rowland who retired effective September 1, 2021, maintains ownership of Accenture equity in excess of this requirement. Named executive officers may only satisfy this ownership requirement through the holdings they acquire pursuant to the Company’s share programs.
Derivatives and Hedging
All employees, including our named executive officers, and members of the Board (or their designees) are prohibited from purchasing shares on margin or purchasing financial instruments, or otherwise engaging in transactions that are designed to hedge or offset any fluctuations in the market value of the Company’s equity securities they hold directly or indirectly, whether or not such securities were acquired from Accenture’s equity compensation programs.
Pledging Company Securities
Our chair and chief executive officer our executive chairman and the members of our global management committee, other key employees and members of the Board are each prohibited from borrowing against any account in which the Company’s securities are held or pledging the Company’s securities as collateral for a loan.
Employment Agreements and Post-Termination Compensation
Each of the Company’s named executive officers has entered into an employment agreement with the Company’s local affiliate in the country in which he or she is employed. As more specifically described in “Potential Payments Upon Termination” below, certain of the employment agreements provide for various post-termination payments, some of which are conditioned on compliance with non-competition and non-solicitation obligations following termination. In addition, members of Accenture Leadership employed in the United States, including Ms. Sweet Mr. Rowland and Ms. McClure are eligible for benefits under our Accenture Leadership Separation Benefits Plan, subject to, among other things, compliance with post-termination non-competition and non-solicitation obligations. The Company’s employment agreements and the Accenture Leadership Separation Benefits Plan do not include guaranteed bonus amounts, “golden parachutes,” multi-year severance packages, significant accelerated vesting of stock awards or other payments triggered by a change in control, U.S. Internal Revenue Code section 280G or other tax gross-up payments related to a change in control, other than as may be required by local law. The named executive officers receive compensatory rewards that are tied to their own performance and the Company’s performance, rather than by virtue of longer-term employment agreements. This is consistent with the Company’s objective to reward each individual’s performance and his or her contribution to Company performance, including the achievement of it business objectives. Similarly, the Company does not contribute to pension plans for any of the named executive officers and does not offer significant deferred cash compensation or other post-employment benefits to such officers. Finally, members of Accenture Leadership employed in the United States who retire from the Company after reaching age 50 and who have achieved at least 10 years of service are also eligible to participate in the U.S. Retiree Medical Benefit Program, which provides partially subsidized medical insurance benefits for them and their dependents. For more information, see “Potential Payments Upon Termination” below.
No Change in Control Arrangements
As described above, the Company’s employment agreements do not contain guaranteed bonus amounts, “golden parachutes,” multi-year severance packages or guarantees, accelerated vesting of stock awards or other payments triggered by a change in control. Similarly, we do not provide our executives U.S. Internal Revenue Code section 280G or other tax gross-up payments related to a change in control.
Clawback Policy
Accenture has a clawback policy that applies to both incentive cash bonus and equity-based incentive compensation awarded to our chair and chief executive officer our executive chairman and members of the global management committee as well as our senior leaders. Under the policy, to the extent permitted by applicable law and subject to the approval of the Compensation, Culture & People Committee, the Company may seek to recoup any incentive-based compensation awarded to any executive subject to the policy, if (1) the Company is required to prepare an accounting restatement due to the material
Accenture 2021 Proxy Statement | Executive Compensation | 50 |
noncompliance with any financial reporting requirement under the securities laws, (2) the misconduct of an executive subject to the policy contributed to the noncompliance that resulted in the obligation to restate and (3) a lower award would have been made to the covered executive had it been based upon the restated financial results.
In addition, the existing equity grant agreements between Accenture and our named executive officers include recoupment provisions in specific circumstances, even after the awards have vested. In the event a named executive officer leaves the Company and competes against us within a specified time period (for example, by joining a competitor, targeting our clients or recruiting our employees) or in the event the named executive officer is terminated for cause (which generally includes engaging in any activity that the officer knows or should know would harm the business or reputation of Accenture or continued material failure to meet performance standards), the award recipient is generally obligated to return to the Company the shares originally delivered to that recipient under our equity programs.
Compensation Risk Assessment and Management
In fiscal 2020,2021, management performed an annual comprehensive review for the Compensation, Culture & People Committee regarding whether the risks arising from any of our compensation policies or practices are reasonably likely to have a material adverse effect on the Company. We believe that the structure of our compensation program does not encourage unnecessary or excessive risk taking. Our policies and practices include some of the following risk-mitigating characteristics:
Governance Structure. Compensation programs operate within a governance and review structure that serves and supports risk mitigation;
Compensation, Culture & People Committee Oversight. The Compensation, Culture & People Committee approves performance awards for our chair and chief executive officer our executive chairman and executive committee members after reviewing corporate and individual performance;
• | Vesting Conditions. Vesting of performance-based equity awards, the most significant element of our named executive officers’ compensation opportunity over time, is determined based on achievement of |
Balanced Incentives. Our compensation program includes a balance of annual and long-term incentive opportunities and of fixed and variable features;
Multiple Performance Objectives. Focus on a variety of performance objectives, thereby diversifying the risk associated with any single indicator of performance; and
Equity Ownership Requirements. Members of Accenture Leadership who are granted equity are subject to our equity ownership requirements, which require all of those leaders to hold ownership stakes in the Company to further align their interests with the Company’s shareholders (see “Additional Information—Equity Ownership Requirements” above).
Executive Compensation |
Compensation, Culture & People Committee Report
The Compensation, Culture & People Committee has reviewed the Compensation Discussion and Analysis section of this proxy statement and discussed that section with management. Based on its review and discussions with management, the Compensation, Culture & People Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K. This report is provided by the following independent directors, who compose the Compensation, Culture & People Committee:
The Compensation, Culture & People Committee
Nancy McKinstry, Chair
Herbert Hainer
Paula A. Price
Arun Sarin
Beth E. Mooney (Appointed October 21, 2021)
Compensation, Culture & People Committee Interlocks and Insider Participation
Our Compensation, Culture & People Committee is composed solely of independent directors. During fiscal 2020,2021, the following directors served on our Compensation, Culture & People Committee: Nancy McKinstry, Herbert Hainer, Marjorie Magner, Paula A. Price, and Arun Sarin. During fiscal 2020,2021, no member of our Compensation, Culture & People Committee was an employee or officer or former officer of Accenture or had any relationships requiring disclosure under Item 404 of Regulation S-K. None of our executive officers has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or our Compensation, Culture & People Committee during fiscal 2020.2021.
Executive Compensation |
The table below sets forth the compensation earned by or paid to our named executive officers during the fiscal years ended August 31, 2018, 2019, 2020 and 2020. Ms. McClure was not a named executive officer in fiscal 2018, Mr. Casati was not a named executive officer in 2019 and Mr. Ollagnier was not a named executive officer in either fiscal 2018 or fiscal 2019.2021. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards.
Year | Salary($) | Bonus($) | Stock Awards($)(3) | Option Awards($) | Non-Equity Incentive Plan Compensation($)(4) | Change in Pension Value & Nonqualified Deferred Compensation Earnings($) | All Other Compensation($)(5) | Total($) | Salary($) | Bonus($) | Stock Awards($)(4) | Option Awards($) | Non-Equity Incentive Plan Compensation($)(5) | Change in Pension Value & Nonqualified Deferred Compensation Earnings($) | All Other Compensation($)(6) | Total($) | ||||||||||||||||||||||||||||||||||||||||||||||||
Julie Sweet | Julie Sweet |
| Julie Sweet |
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Chief Executive Officer |
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Chair and Chief Executive Officer | Chair and Chief Executive Officer |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | $1,362,500 | — | $15,943,246 | — | $5,450,000 | — | $329,645 | $23,085,391 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | $1,250,000 | — | $11,789,548 | — | $4,000,000 | — | $145,299 | $17,184,847 | $1,250,000 | — | $11,789,548 | (7) | — | $4,000,000 | — | $145,299 | $17,184,847 | |||||||||||||||||||||||||||||||||||||||||||||||
2019 | $1,136,125 | — | $3,515,928 | — | $1,601,255 | — | $12,031 | $6,265,339 | $1,136,125 | — | $3,515,928 | — | $1,601,255 | — | $12,031 | $6,265,339 | ||||||||||||||||||||||||||||||||||||||||||||||||
2018 | $1,136,125 | — | $3,243,034 | — | $1,507,496 | — | $12,900 | $5,899,555 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David P. Rowland |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Chairman |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | $1,136,125 | — | $12,568,644 | — | $1,817,875 | — | $8,564 | $15,531,208 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2019 | $1,136,125 | — | $11,614,219 | — | $2,272,250 | — | $9,281 | $15,031,875 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 | $1,136,125 | — | $3,622,012 | — | $1,918,631 | — | $9,071 | $6,685,839 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
KC McClure | KC McClure |
| KC McClure |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer | Chief Financial Officer |
| Chief Financial Officer |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | $975,000 | — | $3,964,393 | — | $1,990,950 | — | $7,842 | $6,938,185 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | $975,000 | — | $4,839,327 | — | $1,486,456 | — | $7,041 | $7,307,824 | $975,000 | — | $4,839,327 | (7) | — | $1,486,456 | — | $7,041 | $7,307,824 | |||||||||||||||||||||||||||||||||||||||||||||||
2019 | $781,253 | — | $1,684,438 | — | $1,044,145 | — | $4,676 | $3,514,512 | $781,253 | — | $1,684,438 | — | $1,044,145 | — | $4,676 | $3,514,512 | ||||||||||||||||||||||||||||||||||||||||||||||||
Gianfranco Casati(1) | Gianfranco Casati(1) |
| Gianfranco Casati(1) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer—Growth Markets | Chief Executive Officer—Growth Markets |
| Chief Executive Officer—Growth Markets |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | $1,117,044 | — | $3,619,024 | — | $2,281,004 | — | $167,368 | $7,184,440 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | $1,081,081 | — | $4,935,479 | — | $1,851,892 | — | $178,765 | $8,047,217 | $1,081,081 | — | $4,935,479 | (7) | — | $1,851,892 | — | $178,765 | $8,047,217 | |||||||||||||||||||||||||||||||||||||||||||||||
2019 | $1,099,159 | — | $3,325,038 | — | $1,549,154 | — | $178,397 | $6,151,748 | $1,099,159 | — | $3,325,038 | — | $1,549,154 | — | $178,397 | $6,151,748 | ||||||||||||||||||||||||||||||||||||||||||||||||
2018 | $1,108,990 | — | $3,076,423 | — | $1,471,492 | — | $197,699 | $5,854,604 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jean-Marc Ollagnier(2) | Jean-Marc Ollagnier(2) |
| Jean-Marc Ollagnier(2) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer—Europe | Chief Executive Officer—Europe |
| Chief Executive Officer—Europe |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | $1,097,891 | — | $3,807,586 | — | $2,236,159 | — | $16,956 | $7,158,592 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | $1,004,791 | — | $5,025,244 | — | $1,640,010 | — | $15,909 | $7,685,954 | $1,004,791 | — | $5,025,244 | (7) | — | $1,640,010 | — | $15,909 | $7,685,954 | |||||||||||||||||||||||||||||||||||||||||||||||
David P. Rowland(3) | David P. Rowland(3) |
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Former Executive Chairman | Former Executive Chairman |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | $1,136,125 | 2,382,300 | (8) | $9,546,942 | — | $2,319,967 | — | $10,677 | $15,396,011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | $1,136,125 | — | $12,568,644 | — | $1,817,875 | — | $8,564 | $15,531,208 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2019 | $1,136,125 | — | $11,614,219 | — | $2,272,250 | — | $9,281 | $15,031,875 |
(1) | Mr. Casati is based in Singapore and is compensated in Singapore dollars. We converted his fiscal |
(2) | Mr. Ollagnier was not a named executive officer in 2019. Mr. Ollagnier is based in Europe and is compensated in euros. We converted his fiscal |
(3) | Mr. Rowland served as our executive chairman until he stepped down from the position and retired from the Company, effective September 1, 2021. |
(4) | Represents the aggregate grant date fair value of stock awards granted during each of the years presented, computed in accordance with Topic 718, without taking into account estimated forfeitures. For more information, please refer to Note 13 (Share-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended August 31, |
Executive Compensation |
|
| Key Executive Performance Share Program |
| Key Executive Performance Share Program | ||||||||||||||||||||
| Year | Grant Date Fair Value Based on Probable Outcome | Grant Date Fair Value Based on Maximum Achievement | Year | Grant Date Fair Value Based on Probable Outcome | Grant Date Fair Value Based on Maximum Achievement | ||||||||||||||||||
Ms. Sweet | 2020 | $9,233,746 | $11,531,240 | 2021 | $12,663,243 | $15,299,783 | ||||||||||||||||||
| 2019 | $2,575,061 | $3,224,873 | 2020 | $9,233,746 | $11,531,240 | ||||||||||||||||||
| 2018 | $2,326,526 | $3,224,941 | 2019 | $2,575,061 | $3,224,873 | ||||||||||||||||||
Mr. Rowland | 2020 | $9,093,672 | $11,356,314 | |||||||||||||||||||||
Ms. McClure | 2021 | $2,669,110 | $3,224,830 | |||||||||||||||||||||
| 2019 | $8,144,431 | $10,199,763 | 2020 | $2,342,192 | $2,924,965 | ||||||||||||||||||
| 2018 | $2,597,076 | $3,599,966 | |||||||||||||||||||||
Ms. McClure | 2020 | $2,342,192 | $2,924,965 | |||||||||||||||||||||
| 2019 | $1,437,185 | $1,799,877 | 2019 | $1,437,185 | $1,799,877 | ||||||||||||||||||
Mr. Casati | 2020 | $2,582,439 | $3,224,988 | 2021 | $2,669,110 | $3,224,830 | ||||||||||||||||||
| 2019 | $2,575,061 | $3,224,873 | 2020 | $2,582,439 | $3,224,988 | ||||||||||||||||||
| 2018 | $2,326,526 | $3,224,941 | 2019 | $2,575,061 | $3,224,873 | ||||||||||||||||||
Mr. Ollagnier | 2020 | $2,672,204 | $3,337,097 | 2021 | $2,669,110 | $3,224,830 | ||||||||||||||||||
| 2020 | $2,672,204 | $3,337,097 | |||||||||||||||||||||
Mr. Rowland | 2021 | $6,072,053 | $7,336,280 | |||||||||||||||||||||
| 2020 | $9,093,672 | $11,356,314 | |||||||||||||||||||||
| 2019 | $8,144,431 | $10,199,763 |
|
| 2020 Next Generation Leadership Performance Share Program | ||||||||||
| Year | Grant Date Fair Value Based on Probable Outcome | Grant Date Fair Value Based on Maximum Achievement | |||||||||
Ms. Sweet | 2020 | $1,603,087 | $2,249,946 | |||||||||
Ms. McClure | 2020 | $1,603,087 | $2,249,946 | |||||||||
Mr. Casati | 2020 | $1,603,087 | $2,249,946 | |||||||||
Mr. Ollagnier | 2020 | $1,603,087 | $2,249,946 |
As described above under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Accenture Leadership Performance Equity Award Program,” awards under our Accenture Leadership Performance Equity Award Program are typically granted in January in recognition of prior fiscal year performance. Thus, a portion of the amounts reported under “Stock Awards” each year in the Summary Compensation Table was granted in recognition of the prior fiscal year’s performance. |
Amounts reflect payments that were made under the Global Annual Bonus program with respect to the 2021, 2020 |
In accordance with the SEC’s disclosure rules, perquisites and other personal benefits provided to |
Included for fiscal |
(7) | Includes one-time awards under the 2020 Next Generation Leadership Performance Share Program which were granted in January 2020 to support the introduction of the Company’s new growth model. Such awards vest at the end of the three-year performance period based on relative total shareholder return and relative revenue growth, as further described in the “Executive Compensation” section of the Company’s 2020 proxy statement filed with the SEC on December 10, 2020. |
(8) | As described under “Potential Payments Upon Termination” below, consistent with Accenture’s existing policy, this amount reflects an equivalent cash payment to reward Mr. Rowland’s performance in fiscal 2021 and to be made in February 2022 in lieu of RSU awards under the 2022 Accenture Leadership Performance Equity Award Program. This cash payment has the effect of changing equity compensation that would have been reportable in fiscal 2022 had Mr. Rowland been a named executive officer for that fiscal year to bonus compensation reportable for fiscal 2021. |
Executive Compensation |
Grants of Plan-Based Awards for Fiscal 20202021
The table below summarizes each grant of an equity or non-equity award made to the named executive officers during fiscal 20202021 under any incentive plan.
Name | Grant Date | Date of Committee Approval |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) |
Estimated Future Payouts Under | All Other Stock Awards: Number of Shares of Stock or Units(#) | Grant Date Fair Value of Stock and Option Awards($)(3) | Grant
| Date of
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) |
Estimated Future Payouts Under | All Other
| Grant
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold($) | Target($) | Maximum($) | Threshold(#) | Target(#) | Maximum(#) | Threshold($) | Target($) | Maximum($) | Threshold(#) | Target(#) | Maximum(#) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Julie Sweet | 1/1/2020 | 10/22/2019 | — | — | — | 18,282 | (4) | 36,564 | (4) | 54,846 | (4) | — | $9,233,746 | 1/1/2021 | 10/14/2020 | — | — | — | 19,661 | (4) | 39,323 | (4) | 58,982 | (4) | — | $12,663,243 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/1/2020 | 10/22/2019 | — | — | — | — | — | — | 3,567 | (5) | $749,953 | 1/1/2021 | 10/14/2020 | — | — | — | — | — | — | 9,878 | (5) | $2,562,329 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/5/2020 | 7/17/2019 | — | — | — | — | — | — | 1,081 | (6) | $202,762 | 1/5/2021 | 7/13/2020 | — | — | — | — | — | — | 3,277 | (6) | $717,674 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2020 | 1/29/2020 | — | — | — | 4,184 | (7) | 8,368 | (7) | 12,552 | (7) | — | $1,603,087 | 10/14/2020 | 10/14/2020 | — | $2,725,000 | $5,450,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/22/2019 | 10/22/2019 | — | $2,500,000 | $5,000,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David P. Rowland | 1/1/2020 | 10/22/2019 | — | — | — | 18,005 | (4) | 36,009 | (4) | 54,014 | (4) | — | $9,093,672 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/1/2020 | 10/22/2019 | — | — | — | — | — | — | 16,528 | (5) | $3,474,972 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/22/2019 | 10/22/2019 | — | $1,590,575 | $2,272,250 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
KC McClure | 1/1/2020 | 10/22/2019 | — | — | — | 4,637 | (4) | 9,275 | (4) | 13,912 | (4) | — | $2,342,192 | 1/1/2021 | 10/14/2020 | — | — | — | 4,144 | (4) | 8,288 | (4) | 12,432 | (4) | — | $2,669,110 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/1/2020 | 10/22/2019 | — | — | — | — | — | — | 3,329 | (5) | $699,914 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2020 | 1/29/2020 | — | — | — | 4,184 | (7) | 8,368 | (7) | 12,552 | (7) | — | $1,603,087 | 1/1/2021 | 10/14/2020 | — | — | — | — | — | — | 3,662 | (5) | $949,914 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/5/2020 | 7/17/2019 | — | — | — | — | — | — | 1,035 | (6) | $194,134 | 1/5/2021 | 7/13/2020 | — | — | — | — | — | — | 1,577 | (6) | $345,368 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/22/2019 | 10/22/2019 | — | $1,170,000 | $1,950,000 | — | — | — | — | — | 10/14/2020 | 10/14/2020 | — | $1,170,000 | $1,990,950 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gianfranco Casati | 1/1/2020 | 10/22/2019 | — | — | — | 5,113 | (4) | 10,226 | (4) | 15,339 | (4) | — | $2,582,439 | 1/1/2021 | 10/14/2020 | — | — | — | 4,144 | (4) | 8,288 | (4) | 12,432 | (4) | — | $2,669,110 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/1/2020 | 10/22/2019 | — | — | — | — | — | — | 3,567 | (5) | $749,953 | 1/1/2021 | 10/14/2020 | — | — | — | — | — | — | 3,662 | (5) | $949,914 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2020 | 1/29/2020 | — | — | — | 4,184 | (7) | 8,368 | (7) | 12,552 | (7) | — | $1,603,087 | 10/14/2020 | 10/14/2020 | — | $1,228,748 | $2,281,004 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/22/2019 | 10/22/2019 | — | $1,189,189 | $2,162,162 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jean-Marc Ollagnier(1) | 1/1/2020 | 1/1/2020 | — | — | — | 4,102 | (4) | 8,204 | (4) | 12,306 | (4) | — | $2,071,810 | 1/1/2021 | 10/14/2020 | — | — | — | 4,144 | (4) | 8,288 | (4) | 12,432 | (4) | — | $2,669,110 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/20/2020 | 8/20/2020 | — | — | — | 1,062 | (4) | 2,125 | (4) | 3,187 | (4) | — | $600,394 | 1/1/2021 | 10/14/2020 | — | — | — | — | — | — | 3,662 | (5) | $949,914 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/1/2020 | 10/22/2019 | — | — | — | — | — | — | 3,567 | (5) | $749,953 | 1/5/2021 | 7/13/2020 | — | — | — | — | — | — | 861 | (6) | $188,562 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2020 | 1/29/2020 | — | — | — | 4,184 | (7) | 8,368 | (7) | 12,552 | (7) | — | $1,603,087 | 10/14/2020 | 10/14/2020 | — | $1,207,680 | $2,236,159 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/22/2019 | 10/22/2019 | — | $1,102,754 | $2,005,007 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David P. Rowland | 1/1/2021 | 10/14/2020 | — | — | — | 9,427 | (4) | 18,856 | (4) | 28,282 | (4) | — | $6,072,053 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/1/2021 | 10/14/2020 | — | — | — | — | — | — | 13,396 | (5) | $3,474,889 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/14/2020 | 10/14/2020 | — | $1,590,575 | $2,319,967 | — | — | — | — | — |
(1) | The equity awards to Mr. Ollagnier were granted under our French Qualified Sub-plan to our Share Incentive Plan (the “French Qualified Sub-plan”). Although those awards have generally the same terms and conditions as the corresponding awards granted to Leadership in other countries, these awards contain additional restrictions and provisions that allow the awards to qualify for favorable tax treatment in France, as described in the “Nonqualified Deferred Compensation for Fiscal |
(2) | Represents cash award target opportunity range |
(3) | Represents the grant date fair value of each equity award computed in accordance with Topic 718, without taking into account estimated forfeitures. With respect to the RSU grants made pursuant to the |
(4) | Reflects RSU grants made pursuant to the |
(5) | Represents RSU grants made pursuant to the |
(6) | Represents matching RSU grants made pursuant to the Voluntary Equity Investment Program, the terms of which are summarized under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Voluntary Equity Investment Program” above. |
|
Executive Compensation |
Outstanding Equity Awards at August 31, 20202021
The following table provides details about each outstanding equity award held by our named executive officers as of August 31, 2020.2021.
| Stock Awards | Stock Awards | ||||||||||||||||||||||||||||||
Name | Number of Shares or Units of Stock That Have Not Vested(#)(2)(3) | Market Value of Not Vested($)(3)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights | Equity Incentive Plan Units or Other Rights That | Number of Shares or Units of Stock That Have Not Vested(#)(2)(3) | Market Value of Not Vested($)(3)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights | Equity Incentive Plan Units or Other Rights That | ||||||||||||||||||||||||
Julie Sweet | 24,436 | $5,862,929 | 91,682 | $21,997,262 | 32,807 | $11,041,524 | 128,550 | $43,264,788 | ||||||||||||||||||||||||
David P. Rowland | — | — | 122,203 | $29,320,166 | ||||||||||||||||||||||||||||
KC McClure | 2,585 | $620,219 | 38,413 | $9,216,431 | 3,890 | $1,309,218 | 39,624 | $13,335,853 | ||||||||||||||||||||||||
Gianfranco Casati | — | — | 51,713 | $12,407,500 | — | — | 41,087 | $13,828,241 | ||||||||||||||||||||||||
Jean-Marc Ollagnier(1) | — | — | 44,716 | $10,728,710 | 870 | $292,807 | 41,208 | $13,868,964 | ||||||||||||||||||||||||
David P. Rowland | — | — | 83,897 | $28,236,374 |
(1) | Awards to Mr. Ollagnier were granted under our French Qualified Sub-plan, as described in the “Nonqualified Deferred Compensation for Fiscal |
(2) | Consists of the following outstanding RSUs, including RSUs awarded in connection with dividend adjustments: |
| Award | Grant Date | Number | Vesting | ||||||||
Ms. Sweet | ||||||||||||
2020 Accenture Leadership Performance Equity Award Program | January 1, 2020 | In | ||||||||||
| January | In full on January | ||||||||||
| 2019 Voluntary Equity Investment Program | January 5, 2020 | In full on January 5, 2022 | |||||||||
| January 5, 2021 | 3,308 | In full on January 5, 2023 | |||||||||
2019 Key Executive Performance Share Program | January 1, | In full on October | ||||||||||
Ms. McClure | January 1, | In full on January 1, | ||||||||||
| 2019 Voluntary Equity Investment Program | January 5, 2020 | In full on January 5, 2022 | |||||||||
2020 Voluntary Equity Investment Program | January 5, 2021 | 1,593 | In full on January 5, 2023 | |||||||||
Mr. Ollagnier | 2020 Voluntary Equity Investment Program | January 5, 2021 | 870 | In full on January 5, 2023 |
(3) | Pursuant to the provisional age-based vesting conditions of their awards under the |
(4) | Values determined based on August 31, |
(5) | Consists of the following outstanding RSUs, including RSUs awarded in connection with dividend adjustments: |
| Key Executive Performance Share Program | 2020 Next Generation Leadership Performance Share Program | Key Executive Performance Share Program | 2020 Next Generation Leadership Performance Share Program | ||||||||||||||||||||||||||||
Fiscal Year: Award Date: Based on Plan Achievement Level: | 2019 January 1, 2019 Maximum | 2020 January 1, 2020 Maximum | 2020 August 20, 2020 Maximum | 2020 March 1, 2020 Maximum | 2021 January 1, 2021 Maximum | 2020 January 1, 2020 Maximum | 2020 August 20, 2020 Maximum | 2020 March 1, 2020 Maximum | ||||||||||||||||||||||||
Ms. Sweet | 23,541 | 55,489 | — | 12,652 | 59,526 | 56,207 | — | 12,817 | ||||||||||||||||||||||||
Mr. Rowland | 67,556 | 54,647 | — | — | ||||||||||||||||||||||||||||
Ms. McClure | 11,685 | 14,076 | — | 12,652 | 12,548 | 14,259 | — | 12,817 | ||||||||||||||||||||||||
Mr. Casati | 23,541 | 15,520 | — | 12,652 | 12,548 | 15,722 | — | 12,817 | ||||||||||||||||||||||||
Mr. Ollagnier(a) | 16,425 | 12,452 | 3,187 | 12,652 | 12,548 | 12,614 | 3,229 | 12,817 | ||||||||||||||||||||||||
Mr. Rowland | 28,543 | 55,354 | — | — |
RSUs granted pursuant to the |
Executive Compensation |
RSUs granted pursuant to the 2020 Next Generation Leadership Performance Share Program will vest, if at all, based on the Company’s achievement of the specified performance criteria with respect to the period beginning September 1, 2019 and ending August 31, 2022 as determined by the Compensation, Culture & People Committee following the end of fiscal 2022. |
Results for the |
(a) | Granted under our French Qualified Sub-plan, as described in the “Nonqualified Deferred Compensation for Fiscal |
Stock Vested in Fiscal 20202021
The table below sets forth the number of shares acquired in fiscal 20202021 as a result of the vesting of RSUs awarded to our named executive officers under our compensatory equity programs.
| Stock Awards(1) | Stock Awards(1) | ||||||||||||||
Name | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(2) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(2) | ||||||||||||
Julie Sweet | 36,389 | $7,027,564 | 25,522 | $6,050,305 | ||||||||||||
David P. Rowland | 36,522 | $8,241,301 | ||||||||||||||
KC McClure | 3,961 | $824,570 | 14,180 | $4,428,477 | ||||||||||||
Gianfranco Casati | 21,436 | $5,049,403 | 24,191 | $7,804,342 | ||||||||||||
Jean-Marc Ollagnier | 16,068 | $3,752,905 | 18,015 | $5,726,951 | ||||||||||||
David P. Rowland | 72,319 | $23,110,604 |
(1) | Reflects vesting of RSUs, as further described below. The terms of our current programs under which we award RSUs to our named executive officers are summarized under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation” above. |
| Program | Number of Shares Acquired on Vesting | Date of Acquisition | |||||||
Ms. Sweet | 10/ | |||||||||
| 2019 Accenture Leadership Performance Equity Award Program | 1/1/2021 | ||||||||
2020 Accenture Leadership Performance Equity Award Program | 1,207 | 1/1/2021 | ||||||||
2021 Accenture Leadership Performance Equity Award Program | 3,303 | 2/1/2021 | ||||||||
2018 Voluntary Equity Investment Program | 1,255 | 1/5/2021 | ||||||||
Ms. McClure | 2019 Key Executive Performance Share Program(b) | 10,187 | 8/31/2020 | |||||||
| 2020 Accenture Leadership Performance Equity Award Program | 1/1/2021 | ||||||||
2021 Accenture Leadership Performance Equity Award Program | 2,449 | 2/1/ | ||||||||
| 1/5/ | |||||||||
Mr. Casati | 2019 Key Executive Performance Share Program(b) | 20,516 | 8/31/2021 | |||||||
2021 Accenture Leadership Performance Equity Award Program | 3,675 | 2/1/2021 | ||||||||
Mr. Ollagnier | 2019 Key Executive Performance Share Program(b)(c) | 14,317 | 8/31/2021 | |||||||
2021 Accenture Leadership Performance Equity Award Program(c) | 3,698 | 2/1/2021 | ||||||||
Mr. Rowland | 8/31/ | |||||||||
| 2/1/ | |||||||||
| ||||||||||
| ||||||||||
| ||||||||||
(a) | Vesting of the |
(b) | Vesting of the |
Executive Compensation |
of the named executive officers, except Ms. Sweet, had fully satisfied the service criteria for vesting, 100% of the earned awards granted to them are being treated as having vested in full as of that date, however, none of the awards actually vested until the stated vesting date of October |
(c) | Awards to Mr. Ollagnier were granted under our French Qualified Sub-plan, as described in the “Nonqualified Deferred Compensation for Fiscal |
(2) | Reflects the aggregate fair market value of shares vested on the applicable date(s) of vesting. |
Nonqualified Deferred Compensation for Fiscal 20202021
Mr. Ollagnier’s equity awards were granted under our French Qualified Sub-plan. Although these awards have generally the same terms and conditions as the corresponding awards granted to Accenture Leadership in other countries, these awards contain additional restrictions and provisions that allow the awards to qualify for favorable tax treatment in France. Under such restrictions and provisions, Accenture plc Class A ordinary shares underlying vested RSUs cannot be delivered until the first anniversary from the date of grant and are subject to a 2-year minimum holding period from grant date. The following table sets forth information with respect to RSUs awarded to Mr. Ollagnier that have vested, but for which the underlying Accenture plc Class A ordinary shares were not immediately delivered to him.
Name | Executive Contributions in Last Fiscal Year($) | Registrant Contributions in Last Fiscal Year($)(1) | Aggregate Earnings in Last Fiscal Year($)(2) | Aggregate Withdrawals/ Distributions($)(3) | Aggregate Balance at Last Fiscal Year End($)(4) | Executive Contributions in Last Fiscal Year($) | Registrant Contributions in Last Fiscal Year($)(1) | Aggregate Earnings in Last Fiscal Year($)(2) | Aggregate Withdrawals/ Distributions($)(3) | Aggregate Balance at Last Fiscal Year End($)(4) | ||||||||||||||||||||||||||||||
Jean-Marc Ollagnier | — | $737,705 | $13,194 | $1,137,650 | $866,147 | — | $902,445 | $13,742 | $940,057 | $1,244,599 |
(1) | Represents the aggregate fair market value on the applicable date of vesting of the Accenture plc Class A ordinary shares underlying RSUs that vested during fiscal |
(2) | Represents earnings on undelivered Accenture plc Class A ordinary shares underlying RSUs that have vested, but for which the underlying shares were not immediately delivered to the named executive officer, including adjustments to such awards to reflect Accenture’s payments of dividends on its Accenture plc Class A ordinary shares during fiscal |
(3) | Represents the aggregate fair market value on the applicable date of delivery during fiscal |
(4) | Represents the aggregate fair market value at August 31, |
Potential Payments Upon Termination
Employment Agreements
Mr. Casati is subject to our standard employment agreement for members of Accenture Leadership in Singapore that provides for certain post-termination payments:
payments for his post-employment non-competition and non-solicitation obligations, equal to his annual base compensation, except that the Company will not be obligated to make such payments in the event it waives the non-competition and non-solicitation obligations on or before termination. Such amounts are payable in two installments, the first within 30 days following termination and the second within 30 days following the 12-month anniversary of termination; and
4four months’ notice for termination (or payment of 4four months’ base compensation in lieu of notice), except in the event of termination for cause, payable in a lump sum.
Mr. Ollagnier is entitled to specified payments in connection with the termination of his employment under his employment agreement and the requirements of French law:
payments for his post-employment non-competition and non-solicitation obligations, equal to 35% of 12 months’ base and bonus compensation (based on the average amount received over the 12 months preceding termination), except that those payments can be reduced or limited to the extent the Company chooses not to enforce the non-competition and non-solicitation obligations. Such amounts are payable monthly over the 12-month period following termination;
3three months’ notice (or payment of 3three months’ base and bonus compensation (based on the average amount received over the 12 months preceding termination) in lieu of notice) except in the case of serious or gross misconduct, payable in a lump sum; and
Executive Compensation |
except in the case of voluntary resignation, a severance payment under the collective bargaining agreement that applies under French law to all Accenture employees in France, equal to one-third of a month of base and bonus compensation (based on the average amount received over the 12 months preceding termination) per year of service, up to a maximum of 12 months, payable in a lump sum.
If the employment of Mr. Casati or Mr. Ollagnier had been terminated as of August 31, 20202021 (the last business day of fiscal 2020)2021), they would have been entitled to receive the following amounts pursuant to their respective employment agreements and applicable local legal requirements:
| Aggregate Termination Payments | Aggregate Termination Payments | ||||||||||||||
| Voluntary Termination($)(1) | Involuntary Termination Without Notice($)(2) | Voluntary Termination($)(1) | Involuntary Termination Without Notice($)(2) | ||||||||||||
Gianfranco Casati(3) | $1,081,081 | $1,441,441 | $1,117,044 | $1,489,392 | ||||||||||||
Jean-Marc Ollagnier(4) | $857,120 | $3,782,212 | $958,265 | $4,304,588 |
(1) | Amounts shown in this column reflect the following: (a) for Mr. Casati, an amount equal to 12 months of his fiscal |
(2) | Amounts shown in this column reflect the following: (a) for Mr. Casati, an amount equal to (x) 12 months of his fiscal |
(3) | Mr. Casati is based in Singapore and is compensated in Singapore dollars. We converted the amount he would be entitled to receive in respect of his base compensation to U.S. dollars at an exchange rate of |
(4) | Mr. Ollagnier is based in Europe and is compensated in euros. We converted the amount he would be entitled to receive in respect of his base compensation to U.S. dollars at an exchange rate of |
U.S. Accenture Leadership Separation Benefits Plan and U.S. Retiree Medical Benefits Program
Members of Accenture Leadership employed in the United States, including Ms.Mses. Sweet Mr. Rowland and Ms. McClure are eligible for benefits under our U.S. Accenture Leadership Separation Benefits Plan and our U.S. Retiree Medical Benefits Program. Estimated benefits under these plans are summarized in the table below.
With respect to our most senior leaders, the U.S. Accenture Leadership Separation Benefits Plan provides that, subject to the terms and conditions of the plan, and contingent upon the execution of a separation agreement (which requires, among other things, a complete release of claims and affirmation of existing post-departure obligations, including non-compete and non-solicitation requirements), if the employment of a member of Accenture Leadership is involuntarily terminated, other than for “cause” (as defined under the plan) or certain other exceptions listed in the plan relating to terminations following a leave of absence or in connection with a business transaction where the individual is offered a position with a successor, the terminated executive is entitled to receive the following:
if the termination is for reasons unrelated to performance: (1) an amount equal to 6six months of base compensation, plus (2) 1one week of base compensation for each completed year of service (up to an additional 8eight weeks of base compensation), plus (3) a $12,000 COBRA payment (which is related to health and dental benefits); or
if the termination is for reasons related to performance: (1) an amount equal to 4four months of base compensation, plus (2) an $8,000 COBRA payment.
All such payments will be made in a lump sum. In addition, under this plan, members of Accenture Leadership who are eligible for the plan benefits described above, including those terminated for reasons related to performance, are entitled to 12 months of outplacement benefits, which is provided by an outside firm selected by Accenture, at a maximum cost to Accenture of $11,000 per person.
Members of Accenture Leadership employed in the United States who retire from the Company after reaching age 50 and who have achieved at least 10 years of service are also eligible to participate in the U.S. Retiree Medical Benefits Program, which provides partially subsidized medical insurance benefits for the retired members of Accenture Leadership and their dependents.
Executive Compensation |
The following table sets forth estimated benefits (assuming each individual terminated employment on August 31, 2021) under the U.S. Accenture Leadership Separation Benefits Plan and U.S. Retiree Medical Benefits Program for the named executive officers who arecurrently employed in the United States during fiscal 2020.States.
| U.S. Accenture Leadership Separation Benefits Plan | U.S. Retiree Medical Benefits Program | U.S. Accenture Leadership Separation Benefits Plan | U.S. Retiree Medical Benefits Program | ||||||||||||||||||||
| Potential Payments if Termination is for Reasons Unrelated to Performance($)(1) | Potential Payments if Termination is for Reasons Related to Performance($)(2) | Estimated Present Value of Future Benefits($)(3) | Potential Payments if Termination is for Reasons Unrelated to Performance($)(1) | Potential Payments if Termination is for Reasons Related to Performance($)(2) | Estimated Present Value of Future Benefits($)(3) | ||||||||||||||||||
Julie Sweet | $840,308 | $435,667 | $301,224 | $913,865 | $473,167 | $295,095 | ||||||||||||||||||
David P. Rowland | $765,851 | $397,708 | $287,577 | |||||||||||||||||||||
KC McClure | $660,500 | $344,000 | $271,594 | $660,500 | $344,000 | $263,838 |
(1) | Amounts shown in this column reflect for each applicable named executive officer: (a) an amount equal to |
(2) | Amounts shown in this column reflect for each applicable named executive officer: (a) an amount equal to |
(3) | The estimated present value of these medical insurance benefits is calculated (a) assuming each individual retired on August 31, |
Long-Term Equity Compensation
Death or Disability
The terms of our equity grant agreements for programs other than the Key Executive Performance Share Program and the 2020 Next Generation Leadership Performance Share Program provide for the immediate acceleration of vesting in the event of the termination of the program participant’s employment due to death or disability. The equity grant agreements for our Key Executive Performance Share Program and the 2020 Next Generation Leadership Performance Share Program provide for provisional vesting of the awards in the event of the termination of the participant’s employment due to death or disability. Provisional vesting means that, while the timing of vesting of the Key Executive Performance Share Program awards is not accelerated due to death or disability, vesting continues to occur as if the participant’s employment had not terminated under those circumstances.
With respect to each of our named executive officers, the number of RSUs that would have vested under these circumstances and the aggregate market value of such RSUs as of the last business day of fiscal 20202021 (based on the closing price per share on August 31, 2020)2021) is equal to the amount and value of shares set forth in the “Stock Awards” columns of the “Outstanding Equity Awards at August 31, 2020”2021” table above. Although vesting cannot yet be determined for the 20192020 and 20202021 Key Executive Performance Share Program awards orand the 2020 Next Generation Leadership Performance Share Program awards, as results to date indicate achievement between the target and maximum levels for botheach of these programs, vesting is reflected at the maximum amounts are included in that table with respect to each of these programs.
Other Terminations
The terms of our equity grant agreements for the Accenture Leadership Performance Equity Award Program also provide that, in the event of an involuntary termination of the program participant’s employment, RSUs scheduled to vest within 12 months of termination immediately vest. However, shares underlying such RSUs will not be delivered until after the scheduled vesting date unless the program participant dies before such date.
The terms of our equity grant agreements for the Voluntary Equity Investment Program provide that (1) in the event of an involuntary termination of the program participant’s employment prior to the first anniversary of the grant date, 50% of the RSUs will immediately vest and (2) in the event of an involuntary termination that occurs on or after the first anniversary of the grant date, all of the RSUs will immediately vest. In both cases, however, the shares underlying the RSUs will not be delivered until after the scheduled vesting date, unless the program participant dies before such date.
The terms of our equity grant agreements for the Key Executive Performance Share Program and the 2020 Next Generation Leadership Performance Share Program also provide for provisional vesting of the awards in the event of (1) voluntary termination of the program participant’s employment after reaching age 50 and completing 15 years of continuous service or (2) involuntary termination without cause. In such cases, the participant is entitled to pro rata vesting of his or her award at the end of the 3-yearthree-year performance period based on the portion of the performance period during which he or she was employed.
Qualifying members of our global management committee who retire on or after the fiscal year-end but before the following February 1 receive a cash payment in recognition of their prior fiscal year performance rather than receiving the shares underlying RSUs under the Accenture Leadership Performance Equity Award Program that they would have received had they not retired before that date.
Executive Compensation |
The following table sets forth the amounts each currently employed named executive officer would have been entitled to receive under these provisions if his or her employment had been terminated as of August 31, 2020:2021:
Name | Vesting of Equity Award following Voluntary Termination($)(1)(2) | Vesting of Equity Award following Involuntary Termination($)(1)(2) | Cash Payment in Lieu of Equity Award Following Retirement($)(3) | Vesting of Equity Award following Voluntary Termination($)(1)(2) | Vesting of Equity Award following Involuntary Termination($)(1)(2) | Cash Payment in Lieu of Equity Award Following Retirement($)(3) | ||||||||||||||||||
Julie Sweet | $4,283,950 | $14,253,042 | $854,167 | $6,904,865 | $32,362,263 | $3,000,000 | ||||||||||||||||||
David P. Rowland | $27,218,619 | $27,218,619 | $3,475,000 | |||||||||||||||||||||
KC McClure | $3,601,829 | $4,096,325 | $633,333 | $7,195,316 | $8,236,633 | $1,300,000 | ||||||||||||||||||
Gianfranco Casati | $8,042,214 | $8,042,214 | $950,000 | $12,064,442 | $12,064,442 | $1,300,000 | ||||||||||||||||||
Jean-Marc Ollagnier | $4,485,011 | $4,485,011 | $950,000 | $7,550,724 | $7,697,127 | $1,300,000 |
(1) | The amounts in this column reflect the aggregate value of the vesting of RSU awards previously granted to the named executive officers under the termination provisions described above. Although vesting cannot yet be determined for the |
(2) | Values determined based on the August 31, |
(3) | Amounts shown in this column reflect the applicable portions of the grant date fair value of RSU awards to be made in January |
Former Executive Chairman
Mr. Rowland served as our executive chairman until he stepped down from the position and retired from the Company, effective September 1, 2021. Consistent with Accenture’s existing policy, as described above, he will receive a cash payment in the amount of $2,382,300 in lieu of the RSUs that would have been granted to him under the Accenture Leadership Performance Equity Award Program for fiscal 2021 performance that he would have received had he not retired. See “Compensation Discussion and Analysis—Fiscal 2021 Compensation Decisions—Former Executive Chairman” above.
In accordance with SEC rules, we are providing the ratio of the annual total compensation of our chair and chief executive officer to the annual total compensation of our median employee.
Our Employees
As of August 31, 2020,2021, we employed approximately 506,000more than 624,000 people, with offices and operations in 50 countries. Because of the geographical distribution of our workforce, our compensation program reflects many factors to determine how we compensate our employees in different countries around the world.
Our Fiscal 20202021 Pay Ratio
Applying a cost-of-living adjustment, our identified median employee is located in India, with annual total compensation for fiscal 20202021 of $42,794.$48,770. Comparing this to the annual total compensation of our chair and chief executive officer of $17,184,847,$23,085,391, our pay ratio was 402:473:1. Without the cost-of-living adjustment, the identified median employee is also located in India, with annual total compensation for fiscal 20202021 of $21,810,$18,821, resulting in a ratio of 788:1,227:1.
Pay Ratio Methodology
Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the following methodology:
Identifying the Global Employee Population. We used our global employee population as of August 31, 2018 of approximately 459,0002021 and excluded the following employees, who represent less than 1%2% of our employees: (i) 4,39710,531 from businesses mainly in the digital space that we acquired during fiscal 2018,2021, and (ii) 6751 in Andorra 78 in Puerto Rico and 1635 in Taiwan. As a result of these exclusions, we considered a population of 454,614613,739 employees.
Identifying the Median Employee. We used annual base salary as of August 31, 20182021 and applied the World Bank’s Purchasing Power Parity conversion factors to identify ouradjust the employees’ base salary and the median employees. There has been no change in our employee population oremployee’s total annual compensation arrangements that we believe would significantly impact our pay ratio disclosure. Thus, as permitted underto the SEC rules, we used the same cost-of-living adjustedin the U.S., where our chair and chief executive officer resides. We then identified a median employee as we used in 2018 and 2019, whom we identified as the median of the group of employees with thefrom this group. We applied this same median annual base salary. For 2020, we substituted our median employeeprocess without the cost-of-living adjustment used in 2018 and 2019, because this employee has departed and received a nominal 2020 bonus linked to performance. As a result, we have substituted a new median employee whose compensation was substantially similar to the originally identified median employee without the cost-of-living adjustment in 2018.as well. Foreign currencies were converted into U.S. dollars using the average of the monthly translation rates for fiscal 2018. World Bank’s Purchasing Power Parity conversion factors were used to calculate the cost-of-living adjustment.2021.
Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Proposal 3
Approval of amendment to Amended and Restated Accenture Plc 2010 Share Incentive Plan
Executive Compensation | 61 |
Proposal 3: Approval of amendment to Amended and Restated Accenture plc 2010 Share Incentive Plan
Our Board, based on the recommendation of the Compensation, Culture & People Committee, has approved an amendment to the Amended and Restated Accenture plc 2010 Share Incentive Plan (the “SIP”), subject to approval by our shareholders at the Annual Meeting, to authorize an additional 13 million shares under the SIP. In connection with its review of this proposal, the Compensation, Culture & People Committee considered the information described below.
As of November 29, 2021, 19,465,854 shares remained available under the SIP for future grants, 15,724,209 shares were subject to outstanding RSUs, and we expect to make awards covering approximately five million shares between the date of this proxy statement and the Annual Meeting. We expect that if the proposed SIP amendment is approved by our shareholders, the additional shares will be sufficient to allow us to make equity awards in the amounts we believe are necessary for the next two to three years.
Why We Recommend You Approve the Proposed Amendment
• | We must recruit, retain and motivate high-performers.The ability to issue equity is fundamental to our compensation strategy. Being a people-based business, our success is dependent, in large part, on our ability to use market relevant compensation to recruit, retain and motivate the most talented professionals to serve our clients. |
3 Year Burn Rate 2019 2020 2021 1.4% 1.2% 1.1%
The three-year burn rate is calculated as the total number of shares granted under the SIP as a percentage of the annual weighted average diluted shares.
Anticipated Future Equity Awards under the Amended and Restated 2010 Share Incentive Plan
Consistent with past practice, we expect to make awards of approximately five million shares between the date of this proxy statement and the Annual Meeting, the majority of which will be our annual performance RSU awards made in January 2022 (including awards that will vest, if at all, based on the Company’s performance over a three-year period), including the awards to our named executive officers, as described under “Executive Compensation—Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation” above. Also included in the estimated number of awards to be made during that period are the annual matching grant awards to the participants in the Voluntary Equity
Accenture 2021 Proxy Statement | Executive Compensation | 62 |
Investment Program, described under “Executive Compensation—Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation” above, and potential grants to recognize eligible newly hired or promoted employees.
The Company is not currently contemplating any specific grants under the SIP, as it is proposed to be amended (the “Amended SIP”) other than the annual grants of RSUs to directors for fiscal 2022 (which are currently anticipated to be similar to the annual grants for fiscal 2021 described under “Director Compensation—Elements of Director Compensation” above).
Plan Summary
The principal features of the Amended SIP are summarized below. The summary is qualified in its entirety by reference to the full text of the Amended SIP. A copy of the Amended SIP is attached as Annex A to this proxy statement, marked to show the proposed amendments, and is incorporated herein by reference. Definitions in this Proposal 3 are applicable only within this section.
Administration
The Amended SIP will be administered by the Compensation, Culture & People Committee of the Board (the “Committee”), which may delegate its duties and powers in whole or in part to any subcommittee consisting solely of at least two individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act (or any successor rule thereto) and “independent directors” within the meaning of the NYSE listed company rules, including those applicable to directors serving on a compensation committee. Additionally, the Committee may delegate the authority to grant awards under the Amended SIP to any employee or group of employees of Accenture plc, provided that such delegation and grants are consistent with applicable law and guidelines established by the Board from time to time. The Committee is authorized to interpret the Amended SIP and to establish, amend and rescind any rules and regulations relating to it and to make any other determinations that it deems necessary or desirable for the administration of the Amended SIP. Consistent with the provisions of the plan, the Committee has the authority to establish the terms and conditions of any award under the Amended SIP and to waive any terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee may determine the number of shares subject to any award.
Eligibility
The Committee may grant awards under the Amended SIP only to employees, directors or other service providers of the Company or its affiliates who are selected by the Committee to participate in the Amended SIP (“participants”). Awards may also, in the discretion of the Committee, be made under the Amended SIP in assumption of, or in substitution for, outstanding awards previously granted by Accenture plc, its affiliates or an entity that becomes an affiliate. The number of shares underlying any substitute awards will be counted against the aggregate number of shares available for awards under the Amended SIP.
As of November 29, 2021, approximately 38,600 employees, including our executive officers, would be eligible to participate in the programs approved under the Amended SIP. In addition, a small number of other service providers that we may engage from time-to-time, along with the members of the Board, are eligible to participate in the Amended SIP. The closing price of Accenture plc Class A ordinary shares as reported on the New York Stock Exchange was $365.82 on November 29, 2021.
Share Reserve Under the Amended SIP
The total number of Accenture plc Class A ordinary shares that may be used to satisfy awards under the Amended SIP (inclusive of awards previously granted and settled under the SIP) is 127 million, which is inclusive of the additional 13 million shares requested to be approved under this proposal.
Prohibition on Share Recycling Under the Amended SIP
The total number of Accenture plc Class A ordinary shares that may be used to satisfy awards under the Amended SIP may consist, in whole or in part, of unissued shares or previously-issued shares. The issuance or transfer of shares or the payment of cash to a participant upon the exercise or payment of any award will reduce the total number of shares available under the Amended SIP by the full number of shares which had been covered by the award, even if fewer shares are delivered due to “net settlement” of awards or withholding to cover taxes. Shares subject to awards that terminate, lapse or are cancelled without payment of consideration may again be used to satisfy awards under the Amended SIP.
Limits on Director Compensation
The maximum number of shares subject to awards that may be granted during a fiscal year to any non-employee director, taken together with any cash retainer paid to such non-employee director in respect of such fiscal year, may not exceed $750,000 in total value.
Accenture 2021 Proxy Statement | Executive Compensation | 63 |
Term
Awards may be granted under the Amended SIP until December 9, 2029, but awards granted before that date may extend beyond that date.
Dividends and Dividend Equivalents
As determined by the Committee, dividends and dividend equivalent rights may accrue with respect to awards granted under the Amended SIP, but no dividends or dividend equivalents may be paid or settled unless and until, and then only to the extent that, the applicable underlying award vests.
Terms and Conditions of Options
Options granted under the Amended SIP will be, as determined by the Committee, non-qualified stock options or incentive stock options (“ISOs”), as described in section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes (or other types of options in jurisdictions outside the United States), as evidenced by the related award agreements. Options granted will be subject to the following terms and conditions and to such other terms and conditions as the Committee determines.
Exercise Price; Exercisability; Minimum Vesting Period. Options granted under the Amended SIP will have a purchase price per share (“exercise price”) that is not less than the fair market value of a share on the date of grant and will be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no case will an option vest and become exercisable until the lapse of at least one year from the date of grant. The expiration date for options granted under the Amended SIP will be determined by the Committee upon option grant and set forth in the grant agreements governing the options but in any case shall not exceed 10 years from the date of grant. Under the Amended SIP, “fair market value” is generally defined as the average of the high and low trading prices on the New York Stock Exchange on the applicable date.
Exercise of Options. Except as otherwise provided in the Amended SIP or in an award agreement, an option may be exercised for all, or from time to time any part, of the shares for which it is then exercisable. The exercise date of an option will be the later of the date a notice of exercise is received by Accenture plc and, if applicable, the date payment is received by Accenture plc. Except as otherwise provided in an award agreement, the purchase price for the shares as to which an option is exercised shall be paid in full no later than the time when the shares are delivered following the exercise of the option.
ISOs.The Committee may grant options under the Amended SIP that are intended to be ISOs. No ISO will have a per share exercise price of less than the fair market value of a share on the date granted or have a term in excess of 10 years. However, no ISO may be granted to any participant who, at the time of such grant, owns more than 10% of the total combined voting power of all classes of shares of Accenture plc, unless:
the exercise price for the ISO is at least 110% of the fair market value of a share on the date the ISO is granted; and
the date on which the ISO terminates is a date not later than the day preceding the 5th anniversary of the date on which the ISO is granted.
All options granted under the Amended SIP are intended to be nonqualified stock options, unless the applicable award agreement expressly states that the option is intended to be an ISO. If an option is intended to be an ISO, and if for any reason the option (or portion thereof) does not qualify as an ISO, then, to the extent of the nonqualification, the option (or portion thereof) will be regarded as a nonqualified stock option granted under the Amended SIP, provided that the option (or portion thereof) otherwise complies with the Amended SIP’s requirements relating to nonqualified stock options.
Repricing.Once issued and outstanding under the Amended SIP, the exercise price of any option may not be reduced at any time during the term of such option without shareholder approval.
Terms and Conditions of Share Appreciation Rights
Grants. The Committee, in its sole discretion, also may grant a share appreciation right independent of an option or a share appreciation right in connection with an option, or a portion thereof. A share appreciation right granted in connection with an option:
may be granted at the time the related option is granted or at any time prior to the exercise or cancellation of the related option;
will cover the same number of shares covered by an option (or such lesser number of shares as the Committee may determine); and
Accenture 2021 Proxy Statement | Executive Compensation | 64 |
will be subject to the same terms and conditions as the option, except for any conditions on its exercisability or transferability as the Committee deems fit to impose, or any additional limitations as may be included in an award agreement.
Terms.The exercise price per share of a share appreciation right will be an amount determined by the Committee that is not less than the fair market value of a share on the date of grant. The expiration date for share appreciation rights granted under the Amended SIP will be determined by the Committee upon granting of a share appreciation right and set forth in a grant agreement governing the share appreciation rights, but in any case shall not exceed 10 years from the date of grant. No share appreciation right shall vest before the first anniversary of the grant date. Each share appreciation right granted independent of an option will entitle a participant upon exercise to a payment from Accenture plc of an amount equal to:
the excess of the fair market value on the exercise date of 1 share over the exercise price per share, times
the number of shares covered by the share appreciation right.
Each share appreciation right granted in conjunction with an option, or a portion thereof, will entitle a participant to surrender to Accenture plc the unexercised option, or any portion thereof, and to receive from Accenture plc in exchange an amount equal to:
the excess of the fair market value on the exercise date of 1 share over the exercise price per share, times
the number of shares covered by the option, or portion thereof, which is surrendered.
The date a notice of exercise is received by Accenture plc will be the exercise date. Payment will be made in shares or in cash, or partly in shares and partly in cash, all as determined by the Committee. If the payment is made, in whole or in part, in newly issued shares, the participant will agree to pay to Accenture plc the aggregate par value of such shares. Share appreciation rights may be exercised from time to time upon actual receipt by Accenture plc of written notice of exercise stating the number of shares with respect to which the share appreciation right is being exercised.
Repricing.Once issued and outstanding under the Amended SIP, the exercise price of any share appreciation right may not be reduced at any time during the term of such share appreciation right without shareholder approval.
Other Share-Based Awards
The Committee, in its sole discretion, may grant awards of shares, awards of restricted shares, awards of RSUs representing the right to receive shares and other awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, shares (“other share-based awards”). These other share-based awards will be in such form, and dependent on such conditions, as the Committee determines. This includes, without limitation, the right to receive one or more shares (or the equivalent cash value of such shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other share-based awards may be granted alone or in addition to any other awards granted under the Amended SIP. Subject to the provisions of the Amended SIP, the Committee will determine:
to whom and when other share-based awards will be made;
the number of shares to be awarded under (or otherwise related to) these other share-based awards;
whether these other share-based awards will be settled in cash, shares or a combination of cash and shares; and
all other terms and conditions of the other share-based awards (including, without limitation, their vesting provisions, any required payments to be received from participants and other provisions ensuring that all shares so awarded and issued be fully paid and non-assessable).
Adjustments Upon Certain Events
Generally. In the event of any change in the outstanding shares by reason of any share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or repurchase or exchange of shares or other corporate exchange, or any distribution to shareholders of shares other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person will make such substitution or adjustment, if any, as it deems to be equitable, as to:
the number or kind of shares or other securities or property issued or reserved for issuance pursuant to the Amended SIP or pursuant to outstanding awards;
the grant price or exercise price of any option or share appreciation right;
any applicable performance measures or performance vesting terms with respect to outstanding awards; and/or
any other affected terms of any award.
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Change in Control.In the event of a change in control (as defined below), the Committee may, in its sole discretion, provide for the termination of an award upon the consummation of the change in control and:
the payment of a cash amount in exchange for the cancellation of an award which, in the case of options and share appreciation rights, may equal the excess, if any, of the fair market value of the shares subject to such options or share appreciation rights over the aggregate exercise price of such options or share appreciation rights; and/or
the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted.
The occurrence of any of the following events will constitute a “change in control”:
any person (other than Accenture plc, any trustee or other fiduciary holding securities under an employee benefit plan of Accenture plc, or any company owned, directly or indirectly, by the shareholders of Accenture plc in substantially the same proportions as their ownership of shares of Accenture plc) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Accenture plc, representing 50% or more of the combined voting power of Accenture plc’s then-outstanding securities;
during any period of 24 consecutive months, individuals who at the beginning of that period constitute the Board, and any new director (other than a director nominated by any person (other than the Board) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a change in control) whose election by the Board or nomination for election by Accenture plc’s shareholders has been approved by a vote of at least 2/3rds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;
the consummation of any transaction or series of transactions resulting in a merger, consolidation or amalgamation, in which Accenture plc is involved, other than a merger, consolidation or amalgamation which would result in the shareholders of Accenture plc immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity), in the same proportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting securities of Accenture plc or such surviving entity outstanding immediately after such merger, consolidation or amalgamation; or
the complete liquidation of Accenture plc or the sale or disposition by Accenture plc of all or substantially all of Accenture plc’s assets.
Restrictions on Transfer
Unless otherwise determined by the Committee, an award will not be transferable or assignable by the participant other than by will or by the laws of descent and distribution. An award exercisable after the death of a participant may be exercised by the legatees, personal representatives or distributees of the participant.
Amendments or Termination
The Board may amend, alter or discontinue the Amended SIP, but no amendment, alteration or discontinuation will be made which:
without the approval of the shareholders of Accenture plc, would increase the total number of shares reserved for the purposes of the Amended SIP; or
without the consent of a participant, would materially adversely affect any of the rights of the participant under any award granted to the participant under the Amended SIP.
The Committee may amend the Amended SIP, however, in such manner as it deems necessary to permit awards to meet the requirements of the Code or other applicable laws.
Recoupment
Awards granted under the Amended SIP will be subject to recoupment in accordance with any clawback policy that the Company maintains or adopts, including the Company’s current clawback policy. In addition, the Committee may impose other clawback, recovery or recoupment provisions in an award agreement, including but not limited to a reacquisition right in respect of previously acquired shares or other cash or property in the event of misconduct.
Existing Plan Benefits
The following table contains information regarding the number of shares subject to all options and other equity awards granted under the SIP since its adoption in 2010 through August 31, 2021. Please refer to the description of grants made to
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named executive officers in the last fiscal year described in the “Grants of Plan-Based Awards for Fiscal 2021” table. Grants made to non-employee directors in the last fiscal year are described in “Director Compensation.”
Name & Principal Position | # of Shares Covered by Options | # of Shares Covered by Restricted Share Units(1)(2) | ||||||
Julie Sweet | — | 552,354 | ||||||
Chair and Chief Executive Officer |
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KC McClure | — | 85,138 | ||||||
Chief Financial Officer |
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Gianfranco Casati | — | 403,052 | ||||||
Chief Executive Officer—Growth Markets |
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Jean-Marc Ollagnier | — | 238,424 | ||||||
Chief Executive Officer—Europe |
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David P. Rowland | — | 449,214 | ||||||
Former Executive Chairman |
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All Current Executive Officers as a Group | — | 2,098,066 | ||||||
All Current Non-Employee Members of the Board as Group | — | 114,778 | ||||||
All Current Employees as a Group (Excluding Executive Officers and Board Members) | 16,140 | 58,601,198 |
(1) | With respect to amounts included for the 2020 |
(2) | Reflects all RSUs previously granted under the SIP to each specified individual or group, without regard to whether or the extent to which such awards subsequently were vested or forfeited, as well as currently unvested awards. Awards granted pursuant to the 2020 Next Generation Leadership Performance Share Program and the 2020 and 2021 Key Executive Performance Share Program will vest, if at all, based on the Company’s achievement of the specified performance criteria and are reflected at the maximum amount. |
Federal U.S. Income Tax Information
The following summary briefly describes current U.S. federal income tax consequences of rights under the Amended SIP. The summary is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, however, and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the Amended SIP are encouraged to consult with their own professional tax advisors concerning tax aspects of rights under the Amended SIP and should be aware that tax laws may change at any time.
Stock Options.An employee to whom an ISO that qualifies under section 422 of the Code is granted generally will not recognize income at the time of grant or exercise of such option (although special alternative minimum tax rules may apply to the employee upon option exercise). No federal income tax deduction will be allowable to Accenture plc upon the grant or exercise of such ISO.
When the employee sells shares acquired through the exercise of an ISO more than 1 year after the date of transfer of such shares and more than two years after the date of grant of such ISO, the employee will normally recognize a long-term capital gain or loss equal to the difference, if any, between the sale prices of such shares and the option price. If the employee does not hold such shares for this period, when the employee sells such shares, the employee will recognize ordinary compensation income and possibly capital gain or loss in such amounts as are prescribed by the Code and regulations thereunder, and Accenture plc will generally be entitled to a federal income tax deduction in the amount of such ordinary compensation income.
An employee to whom an option that is not an ISO (a “non-qualified option”) is granted will not recognize income at the time of grant of such option. When such employee exercises a non-qualified option, the employee will recognize ordinary compensation income equal to the excess, if any, of the fair market value as of the date of a non-qualified option exercise of the shares the employee receives, over the option exercise price. The tax basis of such shares will be equal to the exercise price paid plus the amount includable in the employee’s gross income, and the employee’s holding period for such shares will commence on the day after which the employee recognized taxable income in respect of such shares. Subject to applicable provisions of the Code and regulations thereunder, Accenture plc or one of its affiliates will generally be entitled to a federal income tax deduction in respect of the exercise of non-qualified options in an amount equal to the ordinary compensation income recognized by the employee. Any such compensation includable in the gross income of an employee in respect of a non-qualified option will be subject to appropriate federal, state, local and foreign income and employment taxes.
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Restricted Shares.Unless an election is made by the participant under section 83(b) of the Code, the grant of an award of restricted shares will have no immediate tax consequences to the participant. Generally, upon the lapse of restrictions (as determined by the applicable restricted share agreement between the participant and Accenture plc), a participant will recognize ordinary income in an amount equal to the product of (1) the fair market value of a share of Accenture plc on the date on which the restrictions lapse, less any amount paid with respect to the Award of restricted shares, multiplied by (2) the number of restricted shares with respect to which restrictions lapse on such date. The participant’s tax basis will be equal to the sum of the amount of ordinary income recognized upon the lapse of restrictions and any amount paid for such restricted shares. The participant’s holding period will commence on the date on which the restrictions lapse.
A participant may make an election under section 83(b) of the Code within 30 days after the date of transfer of an award of restricted shares to recognize ordinary income on the date of award based on the fair market value of ordinary shares of Accenture plc on such date. An employee making such an election will have a tax basis in the restricted shares equal to the sum of the amount the employee recognizes as ordinary income and any amount paid for such restricted shares, and the employee’s holding period for such restricted shares for tax purposes will commence on the date after such date.
With respect to restricted shares upon which restrictions have lapsed, when the employee sells such shares, the employee will recognize capital gain or loss consistent with the treatment of the sale of shares received upon the exercise of non-qualified options, as described above.
Restricted Share Units. A participant to whom a RSU is granted generally will not recognize income at the time of grant (although the participant may become subject to employment taxes when the right to receive shares becomes “vested” due to retirement eligibility or otherwise). Upon delivery of ordinary shares of Accenture plc in respect of an RSU, a participant will recognize ordinary income in an amount equal to the product of (1) the fair market value of a share of Accenture plc on the date on which the ordinary shares of Accenture plc are delivered, multiplied by (2) the number of ordinary shares of Accenture plc delivered.
Other Share-based Awards.With respect to other share-based awards paid in cash or ordinary shares, participants will generally recognize income equal to the fair market value of the ordinary shares or the amount of cash paid on the date on which delivery of shares or payment in cash is made to the participant.
Code Section 409A.Section 409A of the Code generally provides rules that must be followed with respect to covered deferred compensation arrangements in order to avoid the imposition of an additional 20% tax (plus interest) upon the service provider who is entitled to receive the deferred compensation. Certain awards that may be granted under the Amended SIP may constitute “deferred compensation” within the meaning of and subject to section 409A. While the Committee intends to administer and operate the Amended SIP and establish terms with respect to awards subject to section 409A in a manner that will avoid the imposition of additional taxation under section 409A upon a participant, the Company cannot assure participants that additional taxation under section 409A will be avoided in all cases.
The text of the resolution in respect of proposal 3 is as follows:
“Approval be and is hereby given to the adoption by the Company of the amendment to the Amended and Restated Accenture plc 2010 Share Incentive Plan in accordance with the marked provisions of a document entitled “Amended and Restated Accenture plc 2010 Share Incentive Plan (as proposed to be amended)” (the “Amended SIP”), which has been made available to shareholders prior to the meeting and that the directors be and are hereby authorized to take all such actions with reference to the Amended SIP as may be necessary to ensure the adoption and operation of the Amended SIP.”
The Board recommends that you vote "FOR" the approval of the amendment to the Amended and Restated Accenture plc 2010 Share Incentive Plan to increase the number of shares available for issuance by 13 million shares
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Securities Authorized for Issuance Under Equity Compensation Plans as of August 31, 2021
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth, as of August 31, 2021, certain information related to our compensation plans under which Accenture plc Class A ordinary shares may be issued. As of November 29, 2021, 19,465,854 shares remained available under the SIP for future grants. As of such date, the Company had 658,332,779 Class A ordinary shares outstanding (which includes 26,079,031 shares held by Accenture), 508,155 Class X ordinary shares outstanding, 15,724,209 shares subject to outstanding RSUs and no shares subject to outstanding stock options.
Plan Category | Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(3) | Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in 1st Column) | |||||||||
Equity compensation plans approved by shareholders: |
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2001 Share Incentive Plan | 14,362 | (1) | $ | — | — | |||||||
Amended and Restated 2010 Share Incentive Plan | 16,639,608 | (2) | $ | — | 19,465,854 | |||||||
Amended and Restated 2010 Employee Share Purchase Plan | — | N/A | 20,557,490 | |||||||||
Equity compensation plans not approved by shareholders | — | N/A | — | |||||||||
Total | 16,653,970 |
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| 40,023,344 |
(1) | Consists of 14,362 restricted share units. |
(2) | Consists of 16,639,608 restricted share units, with performance-based awards assuming maximum performance. |
(3) | Does not reflect restricted stock units because these awards have no exercise price. |
Accenture 2021 Proxy Statement |
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The Audit Committee is composed entirely of independent directors, each of whom meets the independence and experience requirements set forth by the SEC and the NYSE. In addition, each member of the Audit Committee qualifies as an independent director and possesses the requisite competence in accounting or auditing in satisfaction of the requirements for audit committees prescribed by the Companies Act 2014.
The Audit Committee operates pursuant to a written charter, which may be accessed through the Governance Principles section of our website at https://accenture.com/us-en/company-principles. The Audit Committee reviews and assesses the adequacy of its charter on an annual basis.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements, subject to any requirements under Irish law. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal accounting controls. KPMG, Accenture’s independent registered public accounting firm, is responsible for expressing opinions on the conformity of the Company’s audited financial statements with generally accepted accounting principles and on the Company’s internal control over financial reporting. As part of the Audit Committee’s oversight function, the Audit Committee:
In addition, in reliance upon its reviews and discussions as outlined above, the Audit Committee recommended to the Board of Directors the inclusion of the Company’s audited financial statements in its Annual Report on Form 10-K for the fiscal year ended August 31, 20202021 for filing with the SEC and approved the Company’s Irish financial statements for presentation to the Company’s shareholders. The Audit Committee also recommended during fiscal 20212022 that KPMG be re-appointed as the Company’s independent registered public accounting firm to serve until the Company’s annual general meeting of shareholders in 20222023 and that the Board submit this appointment to the Company’s shareholders for ratification at the Annual Meeting. This report is provided by the following independent directors, who compose the Audit Committee:
The Audit Committee
Paula A. Price, Chair
Jaime Ardila
Venkata (Murthy) Renduchintala
Tracey T. Travis
Proposal 4
Ratify the appointment and approve remuneration of auditors
Audit |
Proposal 3:4: Non-binding Non-Binding Ratificationratification of Appointmentappointment of Independent Auditorsindependent auditors and Binding Authorizationbinding authorization of the Board to Determine Its Remunerationdetermine its remuneration
Shareholders are being asked to vote to ratify, in a non-binding vote, the appointment of our independent registered public accounting firm, KPMG, and also to vote to authorize, in a binding vote, the Board, acting through the Audit Committee, to determine KPMG’s remuneration. Upon the Audit Committee’s recommendation, the Board has recommended the re-appointment of KPMG as our independent registered public accounting firm to audit our consolidated financial statements and our internal control over financial reporting for the fiscal year ending August 31, 2021.2022. Although ratification is not required by our Memorandum and Articles of Association or otherwise, the Board is submitting the selection of KPMG to our shareholders for ratification because we value our shareholders’ views on the Company’s independent registered public accounting firm. KPMG has served as our auditor since 2002, and we believe that the continued retention of KPMG is in the best interests of the Company and its shareholders. If our shareholders fail to ratify the selection, it will be regarded as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.
In evaluating and selecting the Company’s independent registered public accounting firm, the Audit Committee considers, among other things: the historical and recent performance of our current independent auditor; external data on audit quality and performance, including PCAOB reports; and the capabilities, audit approach, industry experience, independence and tenure of the audit firm. To help ensuremaintain the independence of our auditor, the Audit Committee periodically considers the rotation of our independent auditor and the advisability and potential impact of selecting a different independent registered public accounting firm. In addition, in conjunction with the mandated rotation of the lead engagement partner, the Audit Committee and its chairmanchairperson are directly involved in the selection of KPMG’s lead engagement partner.
We expect that one or more representatives of KPMG will attend the Annual Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to appropriate questions.
As required under Irish law, the resolution in respect of Proposal 34 is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast.
The Texttext of the Resolutionresolution in Respectrespect of Proposal 3 Isproposal 4 is as Follows:follows:
“To ratify, in a non-binding vote, the appointment of KPMG as the independent registered public accounting firm for the Company until the next annual general meeting of the Company in 20222023 and to authorize, in a binding vote, the Board, acting through the Audit Committee, to determine its remuneration.”
The Board recommends that you vote "FOR" the non-binding ratification of the appointment of KPMG as independent registered public accounting firm and the binding authorization of the Board, acting through the Audit Committee, to determine KPMGs remuneration. |
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Audit |
The following table describes fees for services rendered by KPMG, Accenture’s principal accountant, for the years ended August 31, 20202021 and August 31, 2019.2020.
(in thousands of U.S. dollars) | 2020 | 2019 | 2021 | 2020 | ||||||||||||
Audit Fees(1) | $24,087 | $20,221 | $ | 24,344 | $ | 24,087 | ||||||||||
Audit-Related Fees(2) | 1,327 | 1,406 | 2,036 | 1,327 | ||||||||||||
Tax Fees(3) | 1,501 | 1,172 | 1,348 | 1,501 | ||||||||||||
All Other Fees(4) | 4 | 3 | 4 | 4 | ||||||||||||
Total Fees | $26,919 | $22,802 | $ | 27,732 | $ | 26,919 |
(1) | Audit Fees, including those for statutory audits, include the aggregate fees recorded for the fiscal year indicated for professional services rendered by KPMG for the audit of Accenture plc’s annual financial statements and review of financial statements included in Accenture’s Forms 10-K and Forms 10-Q. Audit Fees also include fees for the audit of Accenture’s internal control over financial reporting. |
(2) | Audit-Related Fees include the aggregate fees recorded during the fiscal year indicated for assurance and related services by KPMG that are reasonably related to the performance of the audit or review of Accenture plc’s financial statements and not included in Audit Fees. Audit-Related Fees also include fees for merger and acquisition due diligence services. |
(3) | Tax Fees include the aggregate fees recorded during the fiscal year indicated for professional services and products provided by KPMG for tax compliance, tax advice and tax planning. |
(4) | All Other Fees include the aggregate fees recorded during the fiscal year indicated for products and services provided by KPMG, other than the services reported above. These fees include other consulting services. The Audit Committee concluded that the provision of these services and related fees does not affect the independence of KPMG. |
Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Pursuant to its charter, the Audit Committee is responsible for reviewing and approving, in advance, any audit and any permissible non-audit engagement or relationship between Accenture and its independent auditors. The Audit Committee has delegated to its chair the authority to review and pre-approve any such engagement or relationship, which may be proposed in between its regular meetings. Any such pre-approval is subsequently considered and ratified by the Audit Committee at the next regularly scheduled meeting. In connection with the approval of any non-audit services, the Audit Committee concluded that the provision of these services and related fees do not affect the independence of KPMG.
Proposal 5-7
Annual Irish law proposals
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Annual Irish Law Proposalslaw proposals
Proposal 4:5: Board Authorityauthority to Issue Sharesissue shares
Under Irish law, directors of an Irish public limited company must have authority from its shareholders to issue any shares, including shares that are part of the company’s authorized but unissued share capital. Our current authorization, approved by shareholders at our 20202021 annual general meeting, will expire on July 30, 2021.August 3, 2022. We are presenting this Proposal 45 to renew the Board’s authority to issue our authorized shares on the terms set forth below.
We understand that it is customary practice in Ireland to seek shareholder authority to issue up to 33% of a company’s issued ordinary share capital and for such authority to be limited to a period of 12 to 18 months. Therefore, in accordance with customary practice in Ireland, we are seeking approval to authorize the Board to issue up to a maximum of 33% of our issued ordinary share capital as of December 7, 2020November 29, 2021 (the latest practicable date before this proxy statement), for a period expiring 18 months from the passing of this resolution, unless otherwise varied, revoked or renewed. Notwithstanding the foregoing, we expect to propose renewal of this authorization on a regular basis at our annual general meetings in subsequent years.
Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish market practice. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with funding acquisitions and raising capital. We are not asking you to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant the Board the authority to issue shares that are already authorized under our Articles of Association upon the terms below. In addition, we note that, because we are a NYSE-listed company, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and SEC, including those rules that limit our ability to issue shares in specified circumstances. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE with whom we compete. Accordingly, approval of this resolution would merely place us on par with other NYSE-listed companies.
As required under Irish law, the resolution in respect of Proposal 45 is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast.
The Texttext of the Resolutionresolution in Respectrespect of Proposal 4 Isproposal 5 is as Follows:follows:
“That the directors be and are hereby generally and unconditionally authorized with effect from the passing of this resolution to exercise all powers of the Company to allot relevant securities (within the meaning of section 1021 of the Companies Act 2014) up to an aggregate nominal amount of $23,619.88 (218,361,663$23,598.93 (217,430,708 shares) (being equivalent to approximately 33% of the aggregate nominal value of the issued ordinary share capital of the Company as of December 7, 2020November 29, 2021 (the latest practicable date before this proxy statement)), and the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”
The Board recommends that you vote "FOR" granting the Board authority to issue shares under Proposal 5. |
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Annual Irish Law Proposals |
Proposal 5:6: Board Authorityauthority to Opt-Outopt-out of pre-emption of Pre-emptionrights Rights
Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders of the company on a pro-rata basis (commonly referred to as the pre-emption right). Because our current authority will expire on July 30, 2021,August 3, 2022, we are presenting this Proposal 56 to renew the Board’s authority to opt-out of the pre-emption right on the terms set forth below.
We understand that it is customary practice in Ireland to seek shareholder authority to opt-out of the pre-emption rights provision in the event of (1) the issuance of shares for cash in connection with any rights issue and (2) the issuance of shares for cash, if the issuance is limited to up to 5%10% of a company’s issued ordinary share capital.capital provided that 5% is only to be used for the purposes of financing (or refinancing, if the refinancing is announced within six months after the original transaction) a transaction that a company’s board of directors determines to be an acquisition or a specified capital investment (for these purposes, a specified capital investment generally means one or more specific capital investment related uses for the proceeds of an issuance of equity securities). Historically, the authority for issuing shares for cash has been limited to 5% (i.e., we did not avail ourselves of the additional 5% customary authority subject to the use restrictions). In order to preserve the Board’s capacity to implement acquisitions and capital raising activities, we are seeking the full customary 10% authority. It is also customary practice for such authority to be limited to a period of 12 to 18 months. Therefore, in accordance with customary practice in Ireland, we are seeking this authority for a period expiring 18 months from the passing of this resolution, unless otherwise varied, renewed or revoked. Notwithstanding the foregoing, we expect to propose renewal of this authorization on a regular basis at our annual general meetings in subsequent years.
Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish customary practice. Similar to the authorization sought for Proposal 4,5, this authority is fundamental to our business and, if applicable, will facilitate our ability to fund or to refinance the funding of acquisitions and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares in the manner already permitted under our Articles of Association upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could cause delays in the completion of acquisitions and capital raising for our business. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE with whom we compete. Accordingly, approval of this resolution would merely place us on par with other NYSE-listed companies.
As required under Irish law, the resolution in respect of Proposal 56 is a special resolution that requires the affirmative vote of at least 75% of the votes cast. In addition, under Irish law, the Board may only be authorized to opt-out of pre-emption rights if it is authorized to issue shares, which authority is being sought in Proposal 4.5.
The Texttext of the Resolutionresolution in Respectrespect of Proposal 5 Isproposal 6 is as Follows:follows:
“As a special resolution, that, subject to the passing of the resolution in respect of Proposal 45 as set out above and with effect from the passing of this resolution, the directors be and are hereby empowered pursuant to section 1023 of the Companies Act 2014 to allot equity securities (as defined in section 1023 of that Act) for cash, pursuant to the authority conferred by Proposal 45 as if sub-section (1) of section 1022 did not apply to any such allotment, provided that this power shall be limited to:
(a) the allotment of equity securities in connection with a rights issue in favor of the holders of ordinary shares (including rights to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory, or otherwise); and
(b) the allotment (other than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of $3,578.77 (33,085,100$7,151.19 (65,888,093 shares) (being equivalent to approximately 10% of the aggregate nominal value of the issued ordinary share capital of the Company as of November 29, 2021 (the latest practicable date before this proxy statement)) and provided further that, with respect to equity securities up to an aggregate nominal value of $3,575.60
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(32,944,046 shares) (being equivalent to approximately 5% of the aggregate nominal value of the issued ordinary share capital of the Company as of December 7, 2020November 29, 2021 (the latest practicable date before this proxy statement)), such allotments are to be used only for the purposes of financing (or refinancing, if the allotment is announced within six months after the original transaction) a transaction which the Board determines to be an acquisition or specified capital investment.
and the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this
authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”
The Board recommends that you vote "FOR" granting the Board authority to opt-out of pre-emption rights under Proposal 6. |
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Annual Irish Law Proposals |
Proposal 6:7: Determine Price Rangeprice range for Re-Allotmentre-allotment of Treasury Sharestreasury shares
Our historical open-market share repurchases and other share buyback activities result in some of our ordinary shares being returned as treasury shares. Our executive compensation program, the 2010 Employee Share Purchase Program, the 2010 Share Incentive Plan and our other compensation programs make use of treasury shares that we acquire through our various share buyback activities.
Under Irish law, our shareholders must authorize the price range at which Accenture plc may re-allot any shares held in treasury as new shares of Accenture plc. In this proposal, that price range is expressed as a percentage of the minimum and maximum of the closing market price on the day preceding the day on which the relevant share is re-allotted. Irish law requires that this authorization be renewed by our shareholders every 18 months, and we therefore expect that it will continue to be proposed at subsequent annual general meetings.
The authority being sought from our shareholders provides that the minimum and maximum prices at which a treasury Class A ordinary share may be re-allotted are 95% (or nominal value where the re-allotment of treasury shares is required to satisfy an obligation under any compensation program (including any share scheme or option scheme)) and 120%, respectively, of the closing market price of the Class A ordinary shares on the NYSE the day preceding the day on which the relevant share is re-allotted, except as described below. Any re-allotment of treasury shares will only be at price levels that the Company considers to be in the best interests of our shareholders.
As required under Irish law, the resolution in respect of Proposal 67 is a special resolution that requires the affirmative vote of at least 75% of the votes cast.
The Texttext of the Resolutionresolution in Respectrespect of Proposal 6 Isproposal 7 is as Follows:follows:
“As a special resolution, that the re-allotment price range at which any treasury Class A ordinary shares for the time being held by Accenture plc may be re-allotted shall be as follows:
(a) The maximum price at which a treasury Class A ordinary share may be re-allotted shall not be more than 120% of the closing price on the New York Stock Exchange for shares of that class on the day preceding the day on which the relevant share is re-allotted by Accenture plc.
(b) The minimum price at which a treasury Class A ordinary share may be re-allotted shall be the nominal value of the share where such a share is required to satisfy an obligation under any compensation program (including any share scheme or option scheme) operated by Accenture plc or, in all other cases, not less than 95% of the closing price on the New York Stock Exchange for shares of that class on the day preceding the day on which the relevant share is re-allotted by Accenture plc.
(c) The re-allotment price range as determined by paragraphs (a) and (b) shall expire 18 months from the date of the passing of this resolution, unless previously varied, revoked or renewed in accordance with the provisions of Section 109 and/or 1078 of the Companies Act 2014.”
The Board recommends that you vote "FOR" the determination of the price range at which Accenture plc can re-allot shares that it acquires as treasury shares. |
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Questions and answers
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Questions and Answers Aboutanswers about the Annual Meeting
Why Diddid I Receive These Proxy Materials?receive these proxy materials?
We are providing these proxy materials in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting. We either (1) mailed you a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) notifying each shareholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of this proxy statement and our Annual Report for the fiscal year ended August 31, 20202021 (referred to as the “Proxy Materials”) or (2) mailed you a paper copy of the Proxy Materials and a proxy card in paper format. You received these Proxy Materials because you were a shareholder of record as of the close of business on December 7, 2020.November 29, 2021. If you have not received, but would like to receive, a paper copy of the Proxy Materials and a proxy card in paper format, you should follow the instructions for requesting such materials contained in the Notice of Internet Availability.
What Isis the Date, Timedate, time and Locationlocation of the Annual Meeting?
We will hold the Annual Meeting at 3:00 pm local time on Wednesday, February 3, 2021,January 26, 2022, at The Dock, located at 7 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland, subject to any adjournments or postponements. For directions to the meeting, you may contact our General Counsel and Corporate Secretary, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA.
In light of the ongoing COVID-19 pandemic, shareholders are strongly encouragedDepending on concerns about and developments relating to vote their shares by proxy in advance of the Annual Meeting and not to attend the Annual Meeting in person. Shareholders can vote their shares by proxy in advance of the Annual Meeting by using one of the options set forth below under “How Do I Vote?” Due to the health risks posed by the COVID-19 pandemic, the members of our Board and senior management do not intendwe may need to be physically present at our Annual Meeting in Ireland and will instead be participating remotely.
The Company is monitoring COVID-19 developments and other circumstances, as well as guidance issued by the Irish Health Service Executive (“HSE”), the Irish government, the U.S. Centers for Disease Control and Prevention, and the World Health Organization. Should we determine that alternative arrangements may be advisable or required, such as changingchange the date, time, location and/or locationformat of the meeting, or holdingsubject to Irish law requirements and U.S. securities law requirements and guidance. The Company will publicly announce any such change and how to participate in the meeting by other means such as by remote electronic communication, we will announce our decision by press release and post additional information on the Investor Relations section of our website (http:https://investor.accenture.com). Furthermore,Any such determinations and changes will be made and communicated in accordance with, and subject to, promoteIrish law and U.S. securities law requirements and guidance. The Company will be obliged to comply with any legal restrictions that are imposed as a consequence of COVID-19 and that affect the health and safety of attendees,meeting. Furthermore, we may impose additional procedures or limitations on meeting attendance based on applicable governmental requirements or recommendations or facility requirements. Such additional procedures or limitations may include, but are not limited to, thorough screenings of attendees (including temperature checks), limits on the number of attendees to promote social distancing and requiring the use of face masks. If you plan to attend the meeting in person, please check the Investor Relations section of our website prior to the meeting, as circumstances may change upon short notice.
Who Is Entitledis entitled to Vote?vote?
The Board has set December 7, 2020November 29, 2021 as the record date for the Annual Meeting. All persons who were registered holders of Accenture plc’s Class A ordinary shares and/or Class X ordinary shares at the close of business on that date are shareholders of record for the purposes of the Annual Meeting and will be entitled to receive notice of, and to attend and vote at, the Annual Meeting. Beneficial owners who, at the close of business on the record date, held their shares in an account with a broker, bank or other holder of record generally cannot vote their shares directly and instead must instruct the record holder how to vote their shares.
As of the close of business on the record date, there were 661,135,130658,332,779 Class A ordinary shares outstanding (which includes 26,889,66326,079,031 shares held by Accenture) and 526,879508,155 Class X ordinary shares outstanding. Class A ordinary shares held by Accenture may not be voted and, accordingly, will have no impact on the outcome of any vote of the shareholders of Accenture plc. Each shareholder of record is entitled to one vote per Class A ordinary share and one vote per Class X ordinary share on each matter submitted to a vote of shareholders. Holders of Class A ordinary shares and Class X ordinary shares will vote together, and not as separate classes, on all matters being considered at the Annual
Meeting. Your shares will be represented if you attend and vote at the Annual Meeting or if you submit a completed proxy by the voting deadlines set forth below. At the close of business on the record date, Accenture plc did not have any non-voting shares in issue.
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How Dodo I Vote?vote?
Registered shareholders (that is, shareholders who hold their shares directly with our transfer agent, Computershare) can vote in any of the following ways:
By Telephone:Call 1 (800) 690-6903 from the United States. You will need to use the 16-digit control number you were provided on your proxy card or Notice of Internet Availability, and follow the instructions given by the voice prompts.
Via the Internet: Go to www.proxyvote.com to vote via the Internet using the 16-digit control number you were provided on your proxy card or Notice of Internet Availability. You will need to follow the instructions on the website.
By Mail: If you received a paper copy in the mail of the Proxy Materials and a proxy card, you may mark, sign, date and return your proxy card in the enclosed postage-paid envelope. You may also appoint a proxy to attend, speak and vote your shares at the Annual Meeting by submitting the proxy card (or proxy form set out in section 184 of the Companies Act 2014) and delivering such proxy to the General Counsel and Corporate Secretary at 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland. The proxy need not be a registered shareholder. Proxies must be received by the deadlines set forth below under “What Areare the Deadlinesdeadlines to Submit My Vote?submit my vote?”
If you sign and return your proxy, but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board as described in this proxy statement. If any other matters are properly brought up at the Annual Meeting (other than the proposals contained in this proxy statement), then the named proxies will have the authority to vote your shares on those matters in accordance with their discretion and judgment. The Board currently does not know of any matters to be raised at the Annual Meeting other than the proposals contained in this proxy statement.
If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card by mail.
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By Scanning the QR Code: Scan the QR Code located on your proxy card or Notice of Internet Availability to access www.proxyvote.com and vote your shares online. Additional software may be required for scanning.
In PersonPerson: : Attend the Annual Meeting in Dublin or send a personal representative with an appropriate proxy to vote by poll card at the meeting. Please contact our General Counsel and Corporate Secretary, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA, for additional information about sending a personal representative on your behalf. For information about how to attend the Annual Meeting, please see “What do I need to be admitted to the Annual Meeting?” below.However, as noted above, in light of the COVID-19 pandemic, we strongly recommend that you vote your shares by proxy in advance of the Annual Meeting.
If I Amam a Beneficial Ownerbeneficial owner of Shares Heldshares held in Street Name, How Dostreet name, how do I Vote?vote?
If your shares are held beneficially in the name of a bank, broker or other holder of record (sometimes referred to as holding shares “in street name”), you will receive instructions from the holder of record that you must follow in order for your shares to be voted. If you wish to vote in person at the meeting, you must obtain a legal proxy from the bank, broker or other holder of record that holds your shares, and bring it, or other evidence of stock ownership, with you to the meeting.
If I Amam a Currentcurrent or Formerformer Accenture Employeeemployee with Employee Plan Shares, How Doemployee plan shares, how do I Vote?vote?
If you are a current or former Accenture employee with shares received through our employee plans and held by Morgan Stanley Smith Barney LLC (“MSSB”) or UBS Financial Services, Inc. (“UBS”), you may receive one proxy card that covers the shares held for you by MSSB and/or UBS, as well as any other shares registered directly in your name. You may submit one proxy for all of these shares via the Internet, by telephone or by mail in the same manner as described above for registered shareholders. If you vote your plan shares by 11:59 pm EST on January 31, 2021,23, 2022, MSSB and/or UBS will vote the shares as you have directed.
It is important that you direct MSSB and/or UBS how to vote your shares. If voting instructions are not received on time by MSSB, MSSB will not vote your shares for any proposal. If voting instructions are not received on time by UBS, UBS will not vote your shares on non-routine proposals (Proposals 1, 2 and 2)3). UBS will, however, vote your shares on routine proposals
(Proposals 3, (Proposals 4, 5, 6 and 6)7) in the same proportion as the plan shares with respect to which voting instructions for routine proposals were received by UBS on a timely basis.
Participants with shares received through employee plans may attend the Annual Meeting by following the instructions in the section “What do I need to be admitted to the Annual Meeting?” below. Shares held through MSSB and/or UBS, however, can only be voted as described in this section and cannot be voted at the meeting.
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What Areare the Deadlinesdeadlines to Submit My Vote?submit my vote?
The deadlines to submit your votes for the Annual Meeting are set forth below.
Internet Visit www.proxyvote.com Votes cast by Internet must be received by 11:59 pm EST on January 25, 2022 *Mail Mail your proxy card Votes cast by mail must be received by 11:59 pm EST on January 25, 2022*Telephone Call 1 (800) 690-6903 Votes cast by phone must be received by 11:59 pm EST on January 25, 2022*QR Code Scan the QR Code Votes cast by scanning the QR Code must be received by 11:59 pm EST on January 25, 2022*
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* | For current and former employees who are voting employee plan shares held by MSSB or UBS, your proxy must be received by 11:59 pm EST on January |
Can I Revoke My Proxyrevoke my proxy or Change My Vote Afterchange my vote after I Have Voted?have voted?
Yes. If you are a registered shareholder and previously voted by Internet, telephone, scanning a QR Code or mail, you may revoke your proxy or change your vote by:
voting at a later date by Internet, telephone or scanning the QR code as set forth above before the closing of those voting facilities at 11:59 pm EST on February 2, 2021;January 25, 2022;
mailing a proxy card (or form of proxy set out in section 184 of the Companies Act 2014) that is properly signed and dated with a later date than your previous vote and that is received no later than 11:59 pm EST on February 2, 2021;January 25, 2022;
attending the Annual Meeting in Dublin and submitting a new poll card during the meeting (however, as noted above, in light of the COVID-19 pandemic, we strongly recommend that you vote your shares by proxy in advance of the Annual Meeting);meeting; or
sending a written notice of revocation to our General Counsel and Corporate Secretary, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA, which must be received before the commencement of the Annual Meeting.
If you are a current or former employee and your employee plan shares are held by MSSB or UBS, you may revoke your proxy and change your vote by voting at a later date by Internet, telephone or mail if you do so no later than 11:59 pm EST on January 31, 2021.23, 2022. You cannot revoke and change your proxy with respect to your employee plan shares after that date, and you cannot revoke and vote your plan shares in person at the Annual Meeting.
If you are a beneficial owner of shares held in street name, you must contact the holder of record to revoke a previously authorized proxy.
What Dodo I Needneed to Be Admittedbe admitted to the Annual Meeting?
For shareholders who plan to attend the Annual Meeting, at the entrance to the Annual Meeting in Dublin, we will request to see your admission ticket and valid photo identification, such as a driver’s license or passport. We encourage you to request an admission ticket for the Annual Meeting in advance. You may request admission tickets by visiting www.proxyvote.com and following the instructions provided. You will need the 16-digit control number included on your proxy card, voter instruction form or Notice of Internet Availability. If you do not request an admission ticket in advance, we will need to determine if you owned ordinary shares on the record date by:
asking to review evidence of your share ownership as of December 7, 2020,November 29, 2021, such as your brokerage statement. You must bring such evidence with you in order to be admitted to the meeting; or
verifying your name and share ownership against our list of registered shareholders.
If you are acting as a proxy, we will need to review a valid written legal proxy signed by the registered owner of the ordinary shares granting you the required authority to attend the meeting and vote such shares.
Please see information regarding potential changes toadditional attendance requirements for our Annual Meeting due to COVID-19 developments, found in the “What Isis the Date, Timedate, time and Locationlocation of the Annual Meeting?” section above.
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What Constitutesconstitutes a Quorum?quorum?
In order to establish a quorum at the Annual Meeting there must be at least 3three shareholders present in person or by proxy who have the right to attend and vote at the meeting and who together hold shares representing more than 50% of the votes that may be cast by all shareholders of record. For purposes of determining a quorum, abstentions and broker “non-votes” are counted as present.
How Are Votes Counted?are votes counted?
You may vote “FOR”, “AGAINST” or “ABSTAIN” with respect to each of the proposals presented. A vote “FOR” will be counted in favor of the proposal or respective director nominee and a vote “AGAINST” will be counted against each proposal or respective nominee. Except as described below, an “ABSTAIN” vote will not be counted “FOR” or “AGAINST” and will have no effect on the voting results for any of the proposals in this proxy statement. Broadridge Investor Communication Solutions, Inc. will act as our Inspector of Election at the Annual Meeting and assist us in tabulating the votes.
What Isis a “Broker“broker Non-Vote”non-vote” and How Does It Affect Voting?how does it affect voting?
If you are a beneficial owner whose shares are held of record by a broker, we encourage you to instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal for which the broker does not have discretionary authority to vote. This is called a “broker non-vote”, which occurs for proposals considered “non-routine” under NYSE rules. Your broker will, however, still be able to register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum and will be able to vote on “routine” proposals.
The “routine” proposals in this proxy statement are Proposals 3, 4, 5, 6 and 6,7, for which your broker has discretionary voting authority under the NYSE rules to vote your shares, even if the broker does not receive voting instructions from you. Proposals 1, 2 and 23 are considered “non-routine” such that, if you are a beneficial owner whose shares are held of record by a broker and you do not provide voting instructions, a broker non-vote will occur and your shares will not be voted on these proposals.
What Isis the Vote Required to Approve Eachvoting standard for each of the Proposals Discussedproposals discussed in the Proxy Statement?proxy statement?
The chart below summarizes the voting requirementsstandards and effects of broker non-votes and abstentions on the outcome of the vote for the proposals at the Annual Meeting.
Proposals | Broker Discretionary Voting Allowed | Broker Non-Votes | Abstentions | |||||
1. Appointment of Directors | Majority of Votes Cast | No | No effect | No effect | ||||
| Majority of Votes Cast | No | No effect | No effect | ||||
3. Amend the Amended and Restated Accenture plc 2010 Share Incentive Plan | Majority of Votes Cast | No | No effect | No effect | ||||
4. Ratify the Appointment and Approve Remuneration of Auditors | Majority of Votes Cast | Yes | N/A | No effect | ||||
| Majority of Votes Cast | Yes | N/A | No effect | ||||
| 75% of Votes Cast | Yes | N/A | No effect | ||||
| 75% of Votes Cast | Yes | N/A | No effect |
There is no cumulative voting in the appointment of directors. The appointment of each director nominee will be considered and voted upon as a separate proposal. Proxies cannot be voted for a greater number of persons than the number of nominees named. If the proposal for the appointment of a director nominee does not receive the required
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majority of the votes cast, then the director will not be appointed and the position on the Board that would have been filled by the director nominee will become vacant; provided, however, that in the event Beth E. Mooney is not appointed, the size of the Board will remain at 11 directors and there will not be a vacancy with respect to the position on the Board that would have been filled by Ms. Mooney.vacant. The Board has the ability to fill the vacancy upon the recommendation of its Nominating, Governance & GovernanceSustainability Committee, in accordance with Accenture plc’s Articles of Association, subject to re-appointment by Accenture plc’s shareholders at the next annual general meeting of shareholders.
Who Will Paywill pay for the Costcost of This Proxy Solicitation?this proxy solicitation?
Accenture will bear the costs of soliciting proxies from the holders of our Class A ordinary shares and Class X ordinary shares. Proxies may be solicited on our behalf by our directors, officers and other selected Accenture employees telephonically, electronically or by other means of communication, and by Morrow Sodali LLC, whom we have hired to assist in the solicitation of proxies. Directors, officers and employees who help us in the solicitation will not be specially compensated for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. Morrow Sodali LLC will receive a fee of $25,000, plus reasonable out-of-pocket costs and expenses, for its services. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out-of-pocket expenses incurred in sending the materials to beneficial owners.
Additional information
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Additional Informationinformation
Important Notice Regarding the Availability of Proxy Materials for the 20212022 Annual General Meeting of Shareholders to Be Held on FebruaryJanuary 3, 2021:26, 2022: The proxy statement, our Annual Report for the fiscal year ended August 31, 20202021 and our Irish financial statements are available free of charge at www.proxyvote.com.www.proxyvote.com.
Householding of Shareholder Documents
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements with respect to 2two or more shareholders sharing the same address by delivering a single annual report and proxy statement or a single notice of internet availability of proxy materials addressed to those shareholders. This process, which is commonly referred to as “householding”, reduces the volume of duplicate information received at households and helps to reduce costs.costs and environmental impact. While the Company does not household, a number of brokerage firms with account holders who are Accenture shareholders have instituted householding. Once a shareholder has consented or receives notice from his or her broker that the broker will be householding materials to the shareholder’s address, householding will continue until the shareholder is notified otherwise or until one or more of the shareholders revokes his or her consent. If your noticeNotice of internet availabilityInternet Availability of proxy materialsProxy Materials or your annual report and proxy statement, as applicable, have been househeld and you wish to receive separate copies of these documents now and/or in the future, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, you may notify your broker. You can also request and the Company will promptly deliver a separate copy of the Notice of Internet Availability or the Proxy Materials by writing or calling our Investor Relations Group at the following address, telephone number or e-mail address: Accenture, Investor Relations, 888 Boylston Street, 12th Floor, Boston, Massachusetts 02199,800 North Glebe Road, Suite 700, Arlington, Virginia 22203, USA; telephone number, +1 (703) 948-5162948-5150 in the United States and Puerto Rico, and +(353) (1) 407-8203 outside the United States and Puerto Rico; or e-mail, investor.relations@accenture.com.
Submission of Future Shareholder Proposals
Our annual general meeting of shareholders for 20222023 is expected to be held in February 2022.2023. In accordance with the rules established by the SEC, any shareholder proposal submitted pursuant to Rule 14a-8 to be included in the proxy statement for that meeting must be received by us by August 12, 2021.11, 2022. If you would like to submit a shareholder proposal to be included in those proxy materials, you should send your proposal to our General Counsel and Corporate Secretary, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA. In order for your proposal to be included in the proxy statement, the proposal must comply with the requirements established by the SEC and our Articles of Association.
Pursuant to our Articles of Association, a shareholder must give notice of any intention to propose a person for appointment as a director not less than 120 nor more than 150 days before the first anniversary of the date of the proxy statement for our prior year’s annual general meeting (“traditional advance notice”). In addition, shareholders have the right, subject to certain terms and conditions, to have their nominee included in our proxy materials for the applicable Annual Meeting (“proxy access”). Subject to our Articles of Association, any notice of an intention to nominate a person for appointment as a director pursuant to traditional advance notice or proxy access must be received by our General Counsel and Corporate Secretary on or after July 13, 202112, 2022 but no later than August 12, 2021.11, 2022. Unless a shareholder who wishes to present a proposal at the Annual Meeting (other than a proposal to appoint a person as a director outlined above) outside the processes of Rule 14a-8 of the Exchange Act has submitted such proposal to us by the close of business on October 26, 2021,25, 2022, subject to applicable rules, we will have discretionary authority to vote on any such proposal with respect to all proxies submitted to us even when we do not include in our proxy statement advice on the nature of the matter and how we intend to exercise our discretion to vote on the matter.
Irish law currently provides that shareholders holding 10% or more of the total voting rights may request that the directors call an extraordinary general meeting at any time. The shareholders who wish to request an extraordinary general meeting must deliver to Accenture’s principal executive office a written notice, signed by the shareholders requesting the meeting
and stating the purposes of the meeting. If the directors do not, within 21 days of the date of delivery of the request, proceed to convene a meeting to be held within 2two months of that date, those shareholders (or any of them representing more than half of the total voting rights of all of them) may themselves convene a meeting, but any meeting so convened cannot be held after the expiration of 3three months from the date of delivery of the request. These provisions of Irish law are in addition to, and separate from, the requirements that a shareholder must meet in order to have a proposal included in the proxy statement under the rules of the SEC.
Accenture 2021 Proxy Statement | Additional Information | 82 |
Accenture is a leading global professional services company, providing a broad range of services in strategy and consulting, interactive, technology and operations, with leadingdigital capabilities in digital, cloud and security. Combiningacross all of these services. We combine unmatched experience and specialized skillscapabilities across more than 40 industries, we offer Strategy and Consulting, Interactive, Technology and Operations services—all powered by the world’s largest networkwhich are organized across our five industry groups, together with our culture of Advanced Technology and Intelligent Operations centers.innovation. Our 506,000more than 624,000 people deliver on the promise of technology and human ingenuity every day, servingserve clients in more than 120 countries. We embrace the power of changecountries to createhelp clients build their digital core, transform their operations, and accelerate revenue growth—creating tangible value across their enterprise at speed and shared success for our clients, people, shareholders, partners and communities.scale.
Accenture plc is organized under the laws of Ireland and maintains its principal executive office in Ireland at 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland. Our telephone number in Ireland is +(353) (1) 646-2000. You may contact our Investor Relations Group by telephone in the United States and Puerto Rico at +1 (703) 948-5162948-5150 and outside the United States and Puerto Rico at +(353) (1) 407-8203; by e-mail at investor.relations@accenture.com; investor.relations@accenture.com; or by mail at Accenture, Investor Relations, 888 Boylston Street, 12th Floor, Boston, Massachusetts 02199,800 North Glebe Road, Suite 700, Arlington, Virginia 22203, USA.
Our website address is www.accenture.com.www.accenture.com. We use our website as a channel of distribution for company information. We make available free of charge on the Investor Relations section of our website (http:https://investor.accenture.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC pursuant to section 13(a) or 15(d) of the Exchange Act. We also make available other reports filed with or furnished to the SEC under the Exchange Act through our website, including our proxy statements and reports filed by officers and directors under section 16(a) of the Exchange Act, as well as our Code of Business Ethics, our Corporate Governance Guidelines and the charters of each of the Board’s committees. You may request any of these materials and information in print free of charge by contacting our Investor Relations Group at Accenture, Investor Relations, 888 Boylston Street, 12th Floor, Boston, Massachusetts 02199,800 North Glebe Road, Suite 700, Arlington, Virginia 22203, USA. We do not intend for information contained on our website to be part of this proxy statement.
In addition, the SEC maintains an Internet site (http:https://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers, including Accenture, that file electronically with the SEC. Copies of materials we file with the SEC may be reviewed on and printed from the SEC website.
Reconciliation of GAAP Measures to Non-GAAP Measures
In this proxy statement, Accenture discloses the following non-GAAP financial measures:
Revenues.Percentage changes in revenues on a local currency basis. Financial results in local currency are calculated by restating current-period activity into U.S. dollars using the comparable prior-year period’s foreign currency exchange rates. This approach is used for all results where the functional currency is not the U.S. dollar. Accenture’s management believes that information regarding changes in its revenues that excludes the effect of fluctuations in foreign currency exchange rates facilitates meaningful comparison of its revenues.
Earnings Per Share.Earnings per share for fiscal 2021 and fiscal 2020, excluding gains related to our investment in Duck Creek Technologies; and earnings per share for fiscal 2017,2018, excluding the pension settlement charge.tax expense associated with tax law changes. Accenture’s management believes that information regarding the effects of the investment gains and pension settlement chargetax expense facilitates understanding as to both the impact of these items and Accenture’s financial performance.
Free Cash Flow. Free cash flow (defined as operating cash flow net of property and equipment additions). Accenture’s management believes that this information provides meaningful additional information regarding Accenture’s liquidity.
While Accenture’s management believes that this non-GAAP financial information is useful in evaluating Accenture’s operations, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP.
Additional Information |
Reconciliation of GAAP Measures to Non-GAAP Measures
| Year Ended August 31, 2021 | |||||||||||
(in thousands of U.S. dollars, except per share amounts) | As Reported (GAAP) | Investment Gains(1) | Adjusted (Non-GAAP) | |||||||||
Income before income taxes | $7,761,116 | ($271,009) | $7,490,107 | |||||||||
Income tax expense | 1,770,571 | (41,440) | 1,729,131 | |||||||||
Net income | $5,990,545 | ($229,569) | $5,760,976 | |||||||||
Effective tax rate | 22.8% |
|
|
| 23.1% | |||||||
Diluted earnings per share | $9.16 | ($0.36) | $8.80 |
(1) | Represents gains related to our investment in Duck Creek Technologies. |
| Year Ended August 31, 2020 | |||||||||||
(in thousands of U.S. dollars, except per share amounts) | As Reported (GAAP) | Investment Gains(1) | Adjusted (Non-GAAP) | |||||||||
Income before income taxes | $6,774,331 | ($332,074) | $6,442,257 | |||||||||
Income tax expense | 1,589,018 | (52,407) | 1,536,611 | |||||||||
Net income | $5,185,313 | ($279,667) | $4,905,646 | |||||||||
Effective tax rate | 23.5% |
|
|
| 23.9% | |||||||
Diluted earnings per share | $7.89 | ($0.43) | $7.46 |
(1) | Represents gains related to our investment in Duck Creek Technologies. |
| Year Ended August 31, 2017 | Year Ended August 31, 2018 | ||||||||||||||||||||||
(in thousands of U.S. dollars, except per share amounts) | As Reported (GAAP) | Pension Settlement Charge(1) | Adjusted (Non-GAAP) | As Reported (GAAP) | Tax Law Changes(1) | Adjusted (Non-GAAP) | ||||||||||||||||||
Income before income taxes | $4,616,032 | $509,793 | $5,125,825 | $5,808,093 | $— | $5,808,093 | ||||||||||||||||||
Income tax expense | 981,100 | 198,219 | 1,179,319 | 1,593,499 | (258,498) | 1,335,001 | ||||||||||||||||||
Net income | $3,634,932 | $311,574 | $3,946,506 | $4,214,594 | $258,498 | $4,473,092 | ||||||||||||||||||
Effective tax rate | 21.3% |
| 23.0% | 27.4% |
| 23.0% | ||||||||||||||||||
Diluted earnings per share | $5.44 | $0.47 | $5.91 | $6.34 | $0.40 | $6.74 |
(1) | Represents |
Forward-looking Statements & Website References
This proxy statement contains forward-looking statements within the meaning of section 27A of the Securities Act, as amended, and section 21E of the Exchange Act. Words such as “may,” “will,” “should,” “likely,” “expects,” “intends,” “believes,” “estimates,” “positioned,” “continues,” “maintain,” “remain,” “recurring” and similar expressions are used to identify these forward-looking statements. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied. For a more detailed discussion of these factors, see the information under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Form 10-K filed with the SEC. Our forward-looking statements speak only as of the date of this proxy statement or as of the date they are made, and we undertake no obligation to update them.them, notwithstanding any historical practice of doing so. Forward-looking and other statements in this document may also address our corporate responsibility progress, plans, and goals (including environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the SEC. In addition, historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
December 10, 20209, 2021
FORTUNE's World's Most Interbrand's Barron's Most Sustainable Admired Companies Best Global Brands International Companies No. 1 in our industry for No. 31, marking Among Top 2 for 7 years, marking 18 19 consecutive years 2 consecutive years consecutive years on list Ethisphere's World's Most Forbes' Global 2000 Dow Jones Sustainability Ethical Companies No. 205, marking Index North America
Annex A
Amended and 13 consecutive years 17 consecutive years FTSE4Good Global Index Since 2005 Fast Company's Most FORTUNE's Global 500 CDP's Climate Innovative Companies No. 279, marking Change "A List" 2 consecutive years 19 consecutive years 5 years Awards & Recognition Refinitiv Diversity & Great Place to Work/ Apertura Mejores Inclusion Index FORTUNE's 100 Best Empleadores in Among Top 3 for Companies to Work For Argentina 3 consecutive years In Japan, Mexico, U.K. and U.S. 7 consecutive years Human Rights Stonewall Global Randstad's Most Campaign's Corporate Workplace Equality Attractive Employers Equality Index Index in Greater China In Chile, Mexico and U.S. 6 consecutive years 3 consecutive years Business Today/People Disability Equality Index South African Workplace Strong's Best Companies 4 consecutive years Equality Index to Work For in India Achieved Gold status Among Top 5 for 7 consecutive years
Accenture 2021 Proxy Statement | |
Annex A: Amended and Restated Accenture plc 2010 Share Incentive Plan as Proposed to be Amended
Amended and Restated Accenture plc 2010 Share Incentive Plan
1. Purpose of the Plan
The purpose of the Plan is to aid the Company and its Affiliates in recruiting, retaining and rewarding key employees, directors, consultants or other service providers of outstanding ability and to motivate such employees, directors, consultants or service providers for the Company or an Affiliate to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees, directors, consultants or other service providers will have in the welfare of the Company as a result of their proprietary interest in the Company.
2. Definitions
The following capitalized terms used in the Plan have the respective meanings set forth in this Section:
(a) | Act: The Securities Exchange Act of 1934, as amended, or any successor thereto. |
(b) | Affiliate: Any entity directly or indirectly controlling, controlled by, or under common control with, the Company or any other entity designated by the Board in which the Company or an Affiliate has an interest. |
(c) | Award: An Option, Share Appreciation Right or Other Share-Based Award granted pursuant to the Plan. |
(d) | Beneficial Owner: A “beneficial owner”, as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto). |
(e) | Board: The Board of Directors of the Company. |
(f) | Board Approval Date: December 10, 2009, the date the Plan was originally approved by the Board. |
(g) | Change in Control: The occurrence of any of the following events: |
(i) | any Person (other than (A) the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (B) any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company) becomes the Beneficial Owner, directly or indirectly, of securities of the Company, representing 50% or more of the combined voting power of the Company’s then-outstanding securities; |
(ii) | during any period of twenty-four consecutive months, individuals who at the beginning of such period constitute the Board, and any new director (other than a director nominated by any Person (other than the Board) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control under (i), (iii) or (iv) of this Section 2(g)) whose election by the Board or nomination for election by the Company’s shareholders has been approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; |
(iii) | the consummation of any transaction or series of transactions resulting in a merger, consolidation or amalgamation, in which the Company is involved, other than a merger, consolidation or amalgamation which would result in the shareholders of the Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity), in the same proportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger, consolidation or amalgamation; or |
(iv) | the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets. |
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(h) | Code: The Internal Revenue Code of 1986, as amended, or any successor thereto. |
(i) | Committee: A committee of the Board (including, without limitation, the full Board) that has been designated by the Board to administer the Plan. |
(j) | Company: Accenture plc, a company incorporated under the laws of Ireland with a registered number of 471706. |
(k) | Effective Date: The date the Plan was originally approved by the Company’s shareholders. |
(l) | Fair Market Value: On a given date, |
(i) | if there should be a public market for the Shares on such date, the arithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or, if the Shares are not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted) (the “NASDAQ”), or, if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used; and |
(ii) | if there should not be a public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in good faith; |
provided, however, that in the event the granting of an Award requires a different calculation of “fair market value” in order to comply with local tax regulations, then, for purposes of such Award, the Fair Market Value shall be determined by the Committee in good faith in a manner intended to comply with such local regulations.
(m) | Grant Price: The purchase price per Share under the terms of an Option, as determined pursuant to Section 6(a) of the Plan. |
(n) | ISO: An Option that is also an incentive stock option, as described in Section 422 of the Code, granted pursuant to Section 6(c) of the Plan. |
(o) | Option: A share option granted pursuant to Section 6 of the Plan. |
(p) | Other Share-Based Awards: Awards granted pursuant to Section 8 of the Plan. |
(q) | Participant: An employee, director, or consultant of, or any Person who performs services for, the Company or an Affiliate who is selected by the Committee to participate in the Plan. |
(r) | Person: A “person”, as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto). |
(s) | Plan: This Amended and Restated Accenture plc 2010 Share Incentive Plan, as it may be amended from time to time. |
(t) | RSU: A restricted share unit, granted pursuant to Section 8 of the Plan, that represents the right to receive a Share. |
(u) | Shares: Class A ordinary shares of the Company. |
(v) | Share Appreciation Right: A share appreciation right granted pursuant to Section 7 of the Plan. |
(w) | Subsidiary: A “subsidiary corporation” as defined in Section 424(f) of the Code (or any successor section thereto). |
3. Shares Subject to the Plan
The total number of Shares that may be used to satisfy Awards under the Plan is one hundred and twenty-sevenfourteen million (127,000,000114,000,000), all of which may be issued as ISOs. The Shares may consist, in whole or in part, of unissued Shares or previously-issued Shares. The issuance of Shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable. If Shares are not issued or are withheld from payment of an Award to satisfy tax obligations with respect to the Award, such Shares will not be added back to the aggregate number of Shares with respect to which Awards may be granted under the Plan, but rather will count against the aggregate number of Shares with respect to which Awards may be granted under the Plan. When an Option or Share Appreciation Right is granted under the Plan, the number of
Accenture 2021 Proxy Statement | Annex A: Amended and Restated Accenture plc 2010 Share Incentive Plan as Proposed to be Amended | A-3 |
Shares subject to the Option or Share Appreciation Right will be counted against the aggregate number of Shares with respect to which Awards may be granted under the Plan as one Share for every Share subject to such Option or Share Appreciation Right, regardless of the actual number of Shares (if any) used to settle such Option or Share Appreciation Right upon exercise and regardless of whether the Company utilizes the proceeds received upon Option exercise to repurchase Shares on the open market or otherwise. Shares that are subject to Awards that terminate, lapse or are cancelled may again be used to satisfy Awards under the Plan.
4. Administration
The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and “independent directors” within the meaning of the New York Stock Exchange or other applicable listed company rules. Additionally, the Committee may delegate the authority to grant Awards under the Plan to any employee or group of employees of the Company or an Affiliate; provided that such delegation and grants are consistent with applicable law and guidelines established by the Board from time to time. The Committee may grant Awards under this Plan only to Participants; provided that Awards may also, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company, its predecessor, Accenture Ltd, or the Company’s Affiliates or a company that becomes an Affiliate. The number of Shares underlying such substitute Awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes of any relevant jurisdiction as a result of the granting, vesting or exercise of an Award, the delivery of cash or Shares pursuant to an Award, or upon the sale of Shares acquired by the granting, vesting or exercise of an Award.
5. Limitations
(a) |
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(b) | Aggregate Limits on Awards to Non-Employee Directors. The maximum number of Shares subject to Awards granted during a fiscal year to any non-employee director, taken together with any cash retainer paid to such non-employee director in respect of such fiscal year, shall not exceed $750,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes and excluding, for this purpose, the value of any dividends or dividend equivalents paid on any Shares or Awards). |
(c) | Dividends and Dividend Equivalents. As determined by the Committee, dividends and dividend equivalent rights may accrue with respect to Awards granted hereunder, but no dividends or dividend equivalents shall be paid out or settled unless and until, and then only to the extent that, the applicable underlying Award vests. |
6. Terms and Conditions of Options
Options granted under the Plan shall be, as determined by the Committee, non-qualified stock options or ISOs for United States federal income tax purposes (or other types of Options in jurisdictions outside the United States), as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine:
(a) | Grant Price; Exercisability and Term. Options granted under the Plan shall have a Grant Price that is not less than the Fair Market Value of a Share on the date of grant (other than in the case of Options granted in substitution of previously granted awards, as described in Section 4, or as provided under Section 9), and shall be exercisable at such time and upon such terms and conditions, as may be determined by the Committee, but in no case shall an Option vest and become exercisable until the lapse of a period of at least one year from the date of grant. No Option shall have a term in excess of ten years. |
(b) | Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this |
Accenture 2021 Proxy Statement | Annex A: Amended and Restated Accenture plc 2010 Share Incentive Plan as Proposed to be Amended | A-4 |
Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii) or (iii) in the following sentence. Except as otherwise provided in an Award agreement, the purchase price for the Shares as to which an Option is exercised shall be paid in full no later than the time when Shares are delivered following option exercise, with such payment made to the Company (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, by net-settlement in Shares or by transferring Shares having a Fair Market Value equal to the aggregate Grant Price for the Shares being purchased to a nominee of the Company and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares or (iv) through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Grant Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a shareholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, the Participant has paid in full for such Shares, the Shares in question have been registered in the Company’s register of shareholders and, if applicable, the Participant has satisfied any other conditions imposed by the Committee pursuant to the Plan. |
(c) |
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(d) | Attestation. Wherever in |
(e) | Repricing of Options. Notwithstanding any provision herein to the contrary, the repricing of an Option, once granted hereunder, is prohibited without prior approval of the Company’s shareholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option to lower the Grant Price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option in exchange for another Award at a time when |
7. Terms and Conditions of Share Appreciation Rights
(a) | Grants. The Committee also may grant (i) a Share Appreciation Right independent of an Option or (ii) a Share Appreciation Right in connection with an Option, or a portion thereof. A Share Appreciation Right granted pursuant to clause (ii) of the |
Accenture 2021 Proxy Statement |
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(b) | Terms. The exercise price per Share of a Share Appreciation Right shall be an amount determined by the Committee that is not less than the Fair Market Value of a Share on the date of grant (other than in the case of Share Appreciation Rights granted in substitution of previously granted awards, as described in Section 4). Each Share Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to a payment from the Company of an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Share Appreciation Right. Each Share Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefor an amount equal to (I) the excess of (x) the Fair Market Value on the exercise date of one Share over (y) the Grant Price per Share, times (II) the number of Shares covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the Company shall be the exercise date. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. If the payment is made, in whole or in part, in newly issued Shares, the Participant shall agree to pay to the Company the aggregate par value of such Shares. Share Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Share Appreciation Right is being exercised. No fractional Shares will be issued in payment for Share Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share. |
(c) | Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Share Appreciation Rights as it may deem fit but in no case shall a Share Appreciation Right vest and become exercisable until the lapse of a period of at least one year from the date of grant. No Share Appreciation Right shall have a term in excess of ten years. |
(d) | Repricing of Share Appreciation Rights. Notwithstanding any provision herein to the contrary, the repricing of a Share Appreciation Right, once granted hereunder, is prohibited without prior approval of the Company’s shareholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of a Share Appreciation Right to lower its exercise price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling a Share Appreciation Right in exchange for another Award at a time when its exercise price is greater than the Fair Market Value of the underlying Shares, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change permitted under Section 9(a) below. |
8. Other Share-Based Awards
The Committee, in its sole discretion, may grant Awards of Shares, Awards of restricted Shares, Awards of RSUs and other Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“Other Share-Based Awards”). Such Other Share-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Share-Based Awards may be granted alone or in addition to any other Awards granted under the Plan and also may be granted as matching Awards in connection with a Participant’s purchase of Shares under the Plan or under any other plan maintained by the Company, or pursuant to open market purchases. Subject to the provisions of the Plan, the Committee shall determine: (i) to whom and when Other Share-Based Awards will be made; (ii) the number of Shares to be awarded under (or otherwise related to) such Other Share-Based Awards; (iii) whether such Other Share-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and (iv) all other terms and conditions of such Other Share-Based Awards (including, without limitation, the vesting provisions thereof, any required payments to be received from Participants and other provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).
9. Adjustments Upon Certain Events
Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:
(a) | Generally. In the event of any change in the outstanding Shares after the Board Approval Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or repurchase or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar to the foregoing, the |
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Accenture 2021 Proxy Statement | Annex A: Amended and Restated Accenture plc 2010 Share Incentive Plan as Proposed to be Amended | A-6 |
Committee in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities or property issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the Grant Price or exercise price of any Option or Share Appreciation Right, (iii) any applicable performance measures or performance vesting terms with respect to outstanding Awards and/or (iv) any other affected terms of any Award. |
(b) |
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10. No Right to Employment or Awards
The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the employment or service or consulting relationship of a Participant and shall not lessen or affect the Company’s or Affiliate’s right to terminate the employment or service or consulting relationship of such Participant. No Participant or other person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).
11. Successors and Assigns
The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.
12. Nontransferability of Awards
Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant other than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant.
13. Amendments or Termination
The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which (a) without the approval of the shareholders of the Company, would (except as provided in Section 9 of the Plan) increase the total number of Shares reserved for the purposes of the Plan, or (b) without the consent of a Participant, would materially adversely affect any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit Awards to meet the requirements of the Code or other applicable laws.
14. International Participants
With respect to Participants who reside or work outside the United States of America, the Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Committee may, where appropriate, establish one or more sub-plans to reflect such amended or varied provisions.
15. Choice of Law
The Plan shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws.
16. Effectiveness of the Plan
The Plan was originally effective as of the Effective Date.
17. Section 409A
Notwithstanding other provisions of the Plan or any Award agreements thereunder, no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional
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tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. If pursuant to the provisions of Section 409A of the Code any distribution or payment is required to be delayed as a result of a Participant being deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then any such distributions or payments under the Plan shall not be made or provided prior to the earlier of (A) the expiration of the six month period measured from the date of the Participant’s separation from service (as defined under Section 409A of the Code) or (B) the date of the Participant’s death. The Company shall use commercially reasonable efforts to implement the provisions of this Section 17 in good faith; provided that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to Participants with respect to this Section 17.
18. Recoupment
Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company maintains, adopts or is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or other applicable law, including the Company’s Recoupment Policy, as in effect from time to time. In addition, the Committee may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of misconduct. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any Affiliate.
FORTUNE World’s Most Admired Companies No. 1 in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
* If you are an Accenture employee or former employee submitting voting instructions for shares received through our employee plans and held by Morgan Stanley Smith Barney LLC or UBS Financial Services, Inc., your vote by telephone, by Internet or by mail must be received by 11:59 pm EST on January 31, 2021.
SHAREHOLDER MEETING REGISTRATION:
To register to attend the meeting, go to the “Register for Meeting” link at www.proxyvote.com. Please refer to the proxy statement for additional information regarding admission procedures.
We are monitoring COVID-19 developments and other circumstances, as well as guidance issued by relevant health organizations. Should we determine that alternative arrangements may be advisable or required, such as changing the date, time, location or format of the meeting, we will announce our industry
for 8 years, marking 19 consecutive years on list Ethisphere World’s
Most Ethical Companies 14 consecutive years Fast Company World
Changing Ideas Awards 2 years Interbrand Best
Global Brands No. 31, marking 19 consecutive years on list
Forbes Global 2000 No. 169, marking 18 consecutive years on list
FORTUNE Global 500 No. 258, marking 20 consecutive years on list
Dow Jones Sustainability Index North America and FTSE4Good Global
Index Since 2005 CDP Climate Change A List 6 years 3BL Media 100 Best Corporate Citizens No. 7, marking 13 consecutive years on list
Awards & Recognition
Bloomberg Gender-Equality Index 4 consecutive years
Disability:IN and American Association of People with Disabilities Disability Equality Index
5 consecutive years Human Rights Campaign Corporate Equality Index In Chile, Mexico and U.S.
Refinitiv Diversity & Inclusion Index Among Top 3 for 4 consecutive years
FORTUNE Great Place to Work Best Companies to Work For In Japan, Mexico, U.K. and U.S. and No. 8 on GPTW Best Large Workplaces for Women in Brazil Business Today India’s Coolest Workplaces Among Top 10 for 10 consecutive years Women’s Career Index (FKi) in Germany No. 1, marking 4 consecutive years on list
accenture C/O GENERAL COUNSEL AND CORPORATE SECRETARY 161 N. CLARK STREET CHICAGO, ILLINOIS 60601 USA SCAN TO VIEW MATERIALS & VOTE w 24 HOURS 3 WAYS A DAY, TO 7 DAYS VOTE A WEEK VOTE Use any BY touch TELEPHONE -tone telephone —1-800-690 to -transmit 6903 your voting instructions up until 11:59 pm EST on January 25, 2022.* Have your proxy card in hand when you call and then follow the instructions. Use VOTE the BY Internet INTERNET to transmit —www your .proxyvote voting instructions .com or scan and the for QR electronic Barcode delivery above of with information your mobile up until device 11:59 pm EST on January records and 25, 2022 to create .* Have an electronic your proxy voting card in instruction hand when form you . access the website and follow the instructions to obtain your VOTE Mark, BY sign MAIL and date your proxy card and return it in the postage-paid envelope we have provided or return it to Accenture EST on January plc, c/o 25, Broadridge, 2022.* 51 Mercedes Way, Edgewood, New York 11717, USA, so that it is received by 11:59 pm If ELECTRONIC you would like DELIVERY to help reduce OF FUTURE the costs PROXY incurred MATERIALS by our company in mailing proxy materials, you can consent to receiving all delivery, future please proxy statements, follow the instructions proxy cards above and annual to vote reports using electronically the Internet via and, e- mail when or prompted, the Internet indicate . To sign that up for you electronic agree to receive or access proxy materials electronically in future years. *If our you employee are an Accenture plans and employee held by Morgan or former Stanley employee Smith submitting Barney LLC voting or UBS instructions Financial Services, for shares Inc received ., your through vote by telephone, by Internet or by mail must be received by 11:59 pm EST on January 23, 2022. To SHAREHOLDER register to attend MEETING the meeting, REGISTRATION: go to the “Register for Meeting” link at www.proxyvote.com. Please refer to the proxy statement for additional information regarding admission procedures. We health are organizations monitoring COVID . Should -19 we developments determine that and alternative other circumstances, arrangements as well may as be guidance advisable issued or required, by relevant such as and changing post additional the date, information time, location on our or format Investor of Relations the meeting, section we of will our announce website. our Furthermore, decision by to press promote release and post additional information on our Investor Relations section of our website. Furthermore, to promote the health on applicable and safety governmental of attendees, requirements we may impose or recommendations additional procedures or facility or limitations requirements on meeting . attendance based on applicable governmental requirements or recommendations or facility requirements.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D27054-P46532-Z78458 D62787-P62880-Z81169 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY Accenture plc (“Accenture”) Company Proposals The Board of Directors recommends that you vote “FOR” each director nominee included in Proposal No. 1 and “FOR” each of the other proposals. 1. Appointment of the following nominees to the Board of Directors: Nominees: For Against Abstain For Against Abstain 2. To approve, in a non-binding vote, the compensation of our 1a. Jaime Ardila ! ! ! named executive officers. ! ! ! 1b. Nancy McKinstry 3. To approve an amendment to the Amended and Restated ! ! ! Accenture plc 2010 Share Incentive Plan to increase the ! ! ! number of shares available for issuance thereunder. 1c. Beth E. Mooney ! ! ! 4. To ratify, in a non-binding vote, the appointment of ! ! ! KPMG LLP (“KPMG”) as independent auditors of Accenture and to authorize, in a binding vote, the Audit Committee of the Board 1d. Gilles C. Pélisson ! ! ! of Directors to determine KPMG’s remuneration. 5. To grant the Board of Directors the authority to issue shares under 1e. Paula A. Price ! ! ! ! ! ! Irish law. 6. To grant the Board of Directors the authority to opt-out of 1f. Venkata (Murthy) Renduchintala ! ! ! pre-emption rights under Irish law. ! ! ! 1g. Arun Sarin ! ! ! 7. To determine the price range at which Accenture can re-allot ! ! ! shares that it acquires as treasury shares under Irish law. 1h. Julie Sweet ! ! ! 1i. Frank K. Tang ! ! ! 1j. Tracey T. Travis ! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer and indicate name and title of the authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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Important Notice for Accenture plc Shareholders
2021 2022 Annual General Meeting of Shareholders
Wednesday, February 3, 2021
January 26, 2022 3:00 pm local time
The Dock
7 Hanover Quay
Grand Canal Dock
Dublin 2, Ireland
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held on February 3, 2021:
January 26, 2022: The Notice of Annual Meeting, 20202021 Proxy Statement and Annual Report for the fiscal year ended
August 31, 20202021 (the “Proxy Materials”) and our 20202021 Irish financial statements
are available at www.proxyvote.com.
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D27054-P46532-Z78458
D62788-P62880-Z81169 Proxy Solicited on behalf of the Board of Directors of Accenture plc (“Accenture”)
for the 20212022 Annual General Meeting of Shareholders on
Wednesday, February 3, 2021January 26, 2022 (the “Annual Meeting”)
The undersigned hereby appoints Julie Sweet, David P. Rowland, KC McClure and Joel Unruch as proxies, each with full power of substitution, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all Class A ordinary shares and Class X ordinary shares of Accenture held of record by the undersigned on December 7, 2020,November 29, 2021, at the Annual Meeting, and at any adjournment or postponement thereof, and further authorizes such proxies to vote in their discretion upon such other matters as may properly come before such Annual Meeting (including any motion to amend the resolutions proposed at the meeting and any motions to adjourn the meeting) and at any adjournment or postponement thereof.
This card, when properly executed and delivered, will be voted in the manner directed on the reverse side. If no designation is made, the shares will be voted as the Board of Directors recommends, as indicated on the reverse side, and in the discretion of the proxy upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Special Instructions
For Accenture employees and former employees that own shares through the employee plans managed by Morgan Stanley Smith Barney LLC (“MSSB”) or UBS Financial Services, Inc. (“UBS”): This proxy card includes shares received through the plans described above and held on December 7, 2020November 29, 2021 by MSSB and UBS, as applicable. This card provides instructions to MSSB and UBS for voting plan shares. If voting instructions are not received on time by MSSB, MSSB will not vote the shares for any proposal. If voting instructions are not received on time by UBS, UBS will not vote the shares on non-routine proposals (Proposals No. 1, 2 and 2)3). UBS will, however, vote the shares on routine proposals (Proposals No. 3, 4, 5, 6 and 6)7) in the same proportion as the plan shares with respect to which voting instructions for routine proposals were received by UBS on a timely basis.
Continued and to be signed on reverse side