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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
Accenture plc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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High performance. delivered. December 15, 2017 Dear Fellow Shareholder: You are cordially invited to join Accenture plc’s Board of Directors and senior leadership at the 2018 annual general meeting of shareholders, which will be held at 12:00 pm local time on Wednesday, February 7, 2018. The meeting will be held at The Dock, Accenture Centre for Innovation, located at 7 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland. The attached notice of the 2018 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. Thank you for your continued support. Sincerely, Pierre Nanterme Chairman & CEO
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| ACCENTURE 2017 PROXY STATEMENT |
NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
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| ACCENTURE 2017 PROXY STATEMENT | Notice |
HOW TO VOTE
Your vote is important. You are eligible to vote and receive notice of the meeting if you were a registered holder of Class A ordinary shares and/or Class X ordinary shares of the Company at the close of business on December 11, 2017, the record date. To make sure your shares are represented at the meeting, 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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Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope.
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TELEPHONE
Call 1 (800) 690–6903 from the United States and Canada. |
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SCAN
Scan this QR code. Additional software may be required for scanning. |
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Please let us know if you will attend the meeting by following the instructions under “What do I need to be admitted to the Annual Meeting?” on page 84. A shareholder entitled to attend and vote at the Annual meeting is entitled to appoint one or more proxies using the proxy card provided (or in the form set out in section 184 of the Companies Act 2014) to attend, speak and vote instead of him or her at the Annual Meeting by delivering such proxy to the registered office of the Company not later than February 6, 2018 at 11:59 pm EST. The proxy need not be a registered shareholder.
Important Notice Regarding the Availability of Materials for the 2018 Annual General Meeting of Shareholders to be Held on February 7, 2018 (the “Annual Meeting”): The proxy statement, our Annual Report for the fiscal year ended August 31, 2017 and our Irish financial statements are available free of charge at www.proxyvote.com.
By order of the Board of Directors—December 15, 2017
JOEL UNRUCH, Corporate Secretary
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| ACCENTURE 2017 PROXY STATEMENT |
| PROXY STATEMENT SUMMARY |
This Proxy Statement Summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to shareholders on or about December 19, 2017. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting.
This proxy statement incorporates documents by reference. Please see “Additional Information—About Accenture” beginning on page 86 of the accompanying proxy statement for a listing of documents incorporated by reference and instructions on how to view or obtain such documents. |
MATTERS TO BE VOTED UPON
The following table summarizes the proposals to be voted upon at the Annual Meeting and the Board’s voting recommendations with respect to each proposal.
| Proposals |
Required Approval |
Board Recommendation |
Page Reference | |||||
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1.
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Re-Appointment of Directors
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Majority of Votes Cast
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FOR each nominee
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13
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2.
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Advisory Vote to Approve Executive Compensation
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Majority of Votes Cast
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FOR
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60
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3.
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Amend the Amended and Restated Accenture plc 2010 Share Incentive Plan
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Majority of Votes Cast
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FOR
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61
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4.
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Ratify the Appointment and
Remuneration
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Majority of Votes Cast
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FOR
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71
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5.
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Grant Board Authority to Issue Shares
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Majority of Votes Cast
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FOR
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73
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6.
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Grant Board Authority to Opt-Out of
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75% of Votes Cast
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FOR
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74
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7.
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Determine Price Range for the Re-Allotment of Treasury Shares
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75% of Votes Cast
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FOR
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75
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8.
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Approve an Internal Merger Transaction
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Majority of Votes Cast
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FOR
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76
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9.
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Amend the Company’s Articles of Association to no Longer Require Shareholder Approval of Certain Internal Transactions
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75% of Votes Cast
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FOR
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81
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| ACCENTURE 2017 PROXY STATEMENT | Proxy Statement Summary |
NET REVENUES NEW BOOKINGS $34.9B An increase of 6 percent in U.S. dollars and 7 percent in local currency from fiscal 2016. Net revenues were within the Company’s initial business outlook of 5 to 8 percent growth in local currency. $37.4B An increase of 6 percent in both U.S. dollars and local currency from fiscal 2016. DILUTED EARNINGS PER SHARE OPERATING MARGIN $5.44 GAAP After excluding a $0.47 pension settlement charge in fiscal 2017 and $1.11 from gains on the sale of businesses in fiscal 2016, adjusted EPS of $5.91 increased 11 percent from adjusted EPS of $5.34 in fiscal 2016. Adjusted EPS was within the Company’s initial business outlook of $5.75 to $5.98. 13.3% GAAP After excluding the 150 basis point impact from a pension settlement charge, adjusted operating margin was 14.8 percent, an expansion of 20 basis points from fiscal 2016 operating margin of 14.6 percent. Adjusted operating margin was within the Company’s initial business outlook of 14.7 to 14.9 percent. FREE CASH FLOW CASH RETURNED TO SHAREHOLDERS $4.5B Defined as operating cash flow of $5.0 billion net of property and equipment additions of $516 million. Free cash flow exceeded the Company’s initial business outlook of $4.0 billion to $4.3 billion. $4.2B Defined as cash dividends of $1.6 billion plus share repurchases of $2.6 billion. Cash returned to shareholders was in line with the Company’s initial business outlook of at least $4.2 billion.
CORPORATE GOVERNANCE HIGHLIGHTS
Accenture (the “Company”) has a history of strong corporate governance. The Company believes good governance is one critical element to achieving long-term shareholder value. We are committed to governance policies and practices that serve the long-term interests of the Company and its shareholders. The following table summarizes certain highlights of our corporate governance practices and policies:
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| • 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
• 10 of our 11 director nominees are independent
• Independent lead director,
elected by the
• Annual board and committee evaluations and |
• Active shareholder engagement
• 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, ethnicity, experience, skills and tenure
• Policy on political contributions and lobbying
• Board takes active role in Board succession planning and is committed to Board refreshment
• Adopted a proxy access right |
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FINANCIAL HIGHLIGHTS
Fiscal 2017 Company Performance
In fiscal 2017, the Company delivered all the objectives in the initial business outlook provided in its September 29, 2016 earnings announcement.
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| ACCENTURE 2017 PROXY STATEMENT | Proxy Statement Summary |
Historical Financial Performance
Driving Shareholder Value Through Sustained Financial Performance
For the 3-year period from the end of fiscal 2014 through fiscal 2017, our performance demonstrates our focus on delivering shareholder value.
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BROAD-BASED REVENUE GROWTH 5% CAGR1 in US Dollars 9% CAGR in local currency
NET REVENUES
1 “CAGR” means Compound Annual Growth Rate
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SUSTAINED MARGIN EXPANSION 100 Basis Point Contraction (on a GAAP basis) 50 Basis Point Expansion (on an adjusted basis)
OPERATING MARGIN
2 FY17 Adjusted operating margin of 14.8% was adjusted to exclude the impact of a $510 million pension settlement charge
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STRONG EARNINGS GROWTH 6% CAGR (on a GAAP basis) 9% CAGR (on an adjusted basis)
EARNINGS PER SHARE
3 FY17 Adjusted diluted EPS of $5.91 were adjusted to exclude the impact of a pension settlement charge ($0.47 per share)
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SIGNIFICANT CASH RETURNED TO SHAREHOLDERS SINCE FISCAL 2014 9% CAGR Dividends per share
CASH RETURNED TO SHAREHOLDERS | |||
GAAP Operating Margin %
Adjusted Operation Margin %
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TOTAL SHAREHOLDER RETURN4
4 The performance graph above shows the cumulative total shareholder return on our Class A shares for the period starting on August 31, 2014, and ending on August 31, 2017, which was the end of fiscal 2017. This is compared with the cumulative total returns over the same period of the S&P 500 Stock Index and the S&P 500 Information Technology Sector Index. The graph assumes that, on August 31, 2014, $100 was invested in our Class A shares and $100 was invested in each of the other two indices, with dividends reinvested on the ex-dividend date without payment of any commissions.
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See “Reconciliation of Non-GAAP Measures to GAAP Measures” on page 87.
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| ACCENTURE 2017 PROXY STATEMENT | Proxy Statement Summary |
2017 INVESTMENT HIGHLIGHTS
We continue to significantly invest in our business as we rotate to “the New” (digital-, cloud- and security-related services), including in the following key areas.
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CAPITAL INVESTMENTS IN ACQUISITIONS |
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DEVELOPING TALENT |
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| $1.7B
Strategic investments to further enhance our differentiation and competitiveness, a significant increase over the $933 million invested in fiscal 2016
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$935M
Investment in learning and professional development to build the skills of our people | |||||||
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RESEARCH AND INNOVATION |
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PATENTS AND PATENT APPLICATIONS |
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| $704M
Creating, commercializing and disseminating innovative business strategies and technology solutions
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6,025
Differentiating our services and driving value in the marketplace | |||||||
Commitment to Diversity
We believe diversity makes our business stronger and more innovative. Specifically, we are taking proactive steps to attract, retain, advance and sponsor women across our organization, and have made a commitment to achieve a gender-balanced workforce by 2025.
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| ACCENTURE 2017 PROXY STATEMENT | Proxy Statement Summary |
COMPENSATION PRACTICES (page 35)
The Compensation Committee oversees the design and administration of the Company’s compensation programs. The Compensation Committee believes that a well-designed, consistently- applied compensation program is fundamental to the long-term creation of shareholder value. The following table summarizes some highlights of our compensation practices that drive our named executive officer compensation programs:
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WHAT WE DO |
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| ¢ Align our executive pay with performance
¢ Set challenging performance objectives
¢ Appropriately balance short- and long-term incentives
¢ Align executive compensation with shareholder returns through performance-based 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
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¢ Include a “clawback” policy for our cash and equity incentive awards
¢ Include non-solicitation and non-competition provisions 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
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WHAT WE DON’T DO |
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🌑 No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements
🌑 No “golden parachutes” or change in control payments
🌑 No change in control “single trigger” equity acceleration provisions
🌑 No hedging or pledging of company shares
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🌑 No supplemental executive retirement plan
🌑 No excessive perquisites
🌑 No change in control tax gross-ups |
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SAY-ON-PAY (page 37)
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Shareholders continued to show strong support of our executive compensation programs, with approximately 96% of the votes cast for the approval of the “say-on-pay” proposal at our 2017 annual general meeting of shareholders.
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| ACCENTURE 2017 PROXY STATEMENT | Proxy Statement Summary |
2017 CEO TOTAL COMPENSATION MIX (page 40)
The compensation program for 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, and to provide executives with an incentive to continue to expand their contributions to Accenture. The following reflects the mix of pay for our chairman and chief executive officer, Pierre Nanterme, for fiscal 2017 performance:
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CHAIRMAN & CEO FISCAL 2017 COMPENSATION DECISIONS |
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PAY-FOR-PERFORMANCE (page 36)
The Compensation Committee believes that total realizable compensation for the Company’s named 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 respect to total shareholder return over a 3-year period was at the 88th percentile among the companies in our peer group. The realizable total direct compensation for our chairman and chief executive officer was in the 33rd percentile, which indicates that relative company performance ranked higher than relative realizable pay, as compared to our peer group. See page 36 for a definition of realizable total direct compensation.
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| ACCENTURE 2017 PROXY STATEMENT |
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| ACCENTURE 2017 PROXY STATEMENT | Table of Contents |
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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| ACCENTURE 2017 PROXY STATEMENT | 1 |
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GOVERNANCE |
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, which, together with our Memorandum and Articles of Association, form the governance framework for |
the Board and its Committees. The Board regularly 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 changing regulatory and governance requirements. 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.
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Key Corporate Governance Documents |
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| 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
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• Committee Charters
• Memorandum and Articles of Association
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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, 1345 Avenue of the Americas, New York, New York 10105, 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 the Investor Relations section of 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:
| Annual election of all directors |
All of our directors are elected annually.
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| Authority to call special meetings |
Shareholders holding 10% or more of our outstanding share capital have the right to convene a special meeting.
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| No shareholder rights plan (“poison pill”) |
The Company does not have a poison pill.
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| Adopted a proxy access right |
Eligible shareholders can (subject to certain requirements) include their own director nominees in our proxy materials.
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| Independent Board |
All of our directors are independent except for our chairman and chief executive officer.
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| 100% independent Board committees |
Each of our 4 committees is made up solely of independent directors. Each standing committee operates under a written charter that has been approved by the Board.
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| 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 present.
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| ACCENTURE 2017 PROXY STATEMENT | Corporate Governance | 2 |
| Annual Board and committee self-assessment process | The Nominating & Governance Committee conducts a confidential survey of the Board and its committees each year. The lead director and chair of the Nominating & Governance Committee also conduct a self-assessment interview with each Board member that is 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.
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| Commitment to Board refreshment |
Our Board takes an active role in Board succession planning and is committed to Board refreshment and works towards creating a balanced Board with both fresh perspectives and deep experience. The current average tenure of our 11 director nominees is 4.6 years.
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| Robust director selection process |
Our Board has a robust director selection process resulting in a diverse and international Board in terms of gender, ethnicity, experience, skills and tenure.
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| Active shareholder engagement |
We regularly engage with our shareholders to better understand their perspectives.
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| Robust Code of Business Ethics |
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. We updated our Code of Business Ethics in September 2017, evolving our content to be more approachable and intuitively organized by six fundamental behaviors: Make Your Conduct Count; Comply with Laws; Deliver for Our Clients; Protect People, Information and Our Business; Run Our Business Responsibly; and Be a Good Corporate Citizen.
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| Clawback policy |
We maintain a clawback policy applicable to our chairman and chief executive officer, global management committee members (the Company’s primary management and leadership team, which consists of approximately 20 of our most senior leaders other than our chairman and chief executive officer) and approximately 240 of our most senior leaders, which provides for the recoupment of incentive cash bonus and equity-based compensation in the event of a financial restatement under specified circumstances.
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| Equity ownership requirements |
Each named executive officer is required to hold Accenture equity with a value equal to at least 6 times his or her base compensation by the 5th anniversary of becoming a named executive officer. Each director is required to hold Accenture equity having a fair market value equal to 3 times the value of the annual director equity grants within 3 years of joining the Board.
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| Prohibition on hedging or pledging of company stock | Our directors and all employees are prohibited from entering into hedging transactions, and our directors, our chairman and chief executive officer, members of our global management committee and other key employees are prohibited from entering into pledging transactions.
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| ACCENTURE 2017 PROXY STATEMENT | Corporate Governance | 3 |
Pierre Nanterme, our chief executive officer, also serves as the chairman of our Board. Our Corporate Governance Guidelines provide that if the same person holds the chief executive officer and chairman roles or if the chairman is not independent, the independent directors of the Board will designate one of the independent directors to serve as the lead director. Marjorie Magner has served as our independent lead director since January 31, 2014. The Board has determined that the presence of our independent lead director who, as described below, has meaningful oversight responsibilities, together with a strong leader in the combined role of chairman and chief executive officer, serves the best interests of Accenture and its shareholders at this time. The Board believes that in light of Mr. Nanterme’s knowledge of Accenture and our industry, which has been built up over 34 years of experience with the Company, he is well positioned to serve as both chairman and chief executive officer of the Company.
LEAD DIRECTOR; EXECUTIVE SESSIONS
The 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 lead director, which are described in the Company’s Corporate Governance Guidelines, include, among others:
| Board Matter | Responsibility | |
| Agendas | Providing input on issues for Board consideration, helping set and approving the Board agenda, ensuring that adequate information is provided to the Board, helping ensure that there is sufficient time for discussion of all agenda items and approving schedules for Board meetings.
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| Board meetings | Presiding at all meetings of the Board at which the chairman is not present.
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| Executive sessions | Authority to call meetings of independent directors and presiding at all executive sessions of the independent directors.
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| Communicating with directors | Acting as a liaison between the independent directors and the chairman and chief executive officer.
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| 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.
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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. Accordingly, our independent directors meet separately in executive session at each regularly scheduled in-person Board meeting. Our independent directors held 4 meetings during fiscal 2017, all of which were led by the lead director.
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| ACCENTURE 2017 PROXY STATEMENT | Corporate Governance | 4 |
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”). Our Corporate Governance Guidelines state that the Board shall perform an annual review of the independence of all directors and nominees and that the Board shall affirmatively determine that, to be considered independent, a director must not have any direct or indirect material relationship with Accenture. 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 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’ questionnaires). Furthermore, the Nominating & Governance 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 Committee recommended, and the Board determined that, other than Pierre Nanterme, all of our directors (Jaime Ardila, Charles H. Giancarlo, Herbert Hainer, William L. Kimsey, Marjorie Magner, Nancy McKinstry, Gilles C. Pélisson, Paula A. Price, Arun Sarin, Frank K. Tang and Tracey T. Travis) are independent under all applicable standards, including those applicable to committee service. The Board concurred in these recommendations. In reaching its determinations, the Nominating & Governance Committee and the Board considered the following:
| • | During fiscal 2017, Charles H. Giancarlo, Herbert Hainer, Nancy McKinstry, Gilles C. Pélisson, Paula A. Price 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. |
| • | Each of Ms. Price and Ms. Travis is a director of a non-profit organization to which Accenture made charitable contributions of less than $120,000 during fiscal 2017. |
| • | In addition, the Board determined that each of Dina Dublon, Blythe McGarvie and Wulf von Schimmelmann, who did not stand for re-appointment at the 2017 Annual Meeting, was independent during the period each of them served on the Board during fiscal 2017. In reaching this determination, the Nominating & Governance Committee and the Board considered that, during the time he served on the Board, Mr. von Schimmelmann served as a director of a non-profit organization to which Accenture made charitable contributions of less than $120,000 during fiscal 2017. |
The Board is responsible for providing governance and oversight regarding the strategy, operations and management of Accenture. Acting as a full Board and through the Board’s 4 standing committees, the Board is involved in the Company’s strategic planning process. Each year, the Board holds a strategy retreat during which members of Accenture Leadership 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.
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| ACCENTURE 2017 PROXY STATEMENT | Corporate Governance | 5 |
The 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 Company’s chief operating officer, who is a member of our global management committee and reports to our chief executive officer, coordinates the Company’s ERM program. The responsibility 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:
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THE BOARD
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| The Board plays a direct role in the Company’s ERM program. In that regard, the Board receives quarterly reports from the chairs of each of the Board’s committees, which include updates when appropriate, with respect to the risks overseen by the respective committees. In addition, the chief operating officer briefs the Board annually and provides a detailed review of the Company’s ERM program, including the annual risk assessment process, program scope and status of priority risks, among other things.
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| The committees of the Board 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 risk exposures, along with the monitoring and control of these exposures. As needed, the committee reviews the risks believed to be the most important and, at a minimum, the chief operating officer provides the Audit Committee an annual review of the ERM program as a whole. The Audit Committee also discusses with the chairs of the Finance and Compensation Committee the risk assessment process for the risks overseen by those committees on at least an annual basis.
|
||||||
|
COMPENSATION COMMITTEE
|
◥ |
|||||
| The Compensation Committee reviews, and discusses with management, management’s assessment of certain risks, including whether any risks arising from the Company’s compensation policies and practices for its employees 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 and pension exposures.
|
||||||
|
NOMINATING & GOVERNANCE COMMITTEE
|
◥ |
|||||
| The Nominating & Governance Committee evaluates the overall effectiveness of the Board, including its focus on the most critical issues and risks.
|
||||||
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| ACCENTURE 2017 PROXY STATEMENT | Corporate Governance | 6 |
During fiscal 2017, the Board held 6 meetings, 4 of which were held in person. 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.
|
All incumbent directors attended at least 75% of the meetings of the Board and of the committees on which they served in fiscal 2017 (held during the periods when they served).
|
◥ |
DIRECTOR ATTENDANCE AT ANNUAL MEETINGS
All of our Board members who served on the Board at the time of our 2017 annual general meeting of shareholders attended that meeting.
The Board has an Audit Committee, a Compensation Committee, a Finance Committee and a Nominating & Governance Committee. From time to time, the Board may also create ad hoc or special committees for certain purposes in addition to these 4 standing committees. Each committee consists entirely of independent, non-employee directors. The charter of each committee provides that non-management directors who are not members of such committee may nonetheless attend the meeting of that committee, but may not vote. The table below lists the current membership of each committee and the number of meetings held in fiscal 2017.
In support of our belief that diversity with respect to committee tenure is important in order to provide for both fresh perspectives and deep experience and knowledge of the Company, in fiscal 2017, Paula A. Price was rotated to Audit Committee chair, Jaime Ardila was rotated to Finance Committee chair and Nancy McKinstry was added to the Nominating & Governance Committee.
| Committees | ||||||||
| Board Member
|
Audit
|
Compensation
|
Finance
|
Nominating &
| ||||
|
Jaime Ardila(1)
|
🌑
|
C
|
||||||
|
Charles H. Giancarlo
|
🌑
|
🌑
| ||||||
|
Herbert Hainer
|
🌑
|
🌑
|
||||||
|
William L. Kimsey(1)(2)
|
🌑
|
🌑
|
||||||
|
Marjorie Magner(3)
|
C
|
|||||||
|
Nancy McKinstry(1)(4)
|
🌑
|
🌑
| ||||||
|
Gilles C. Pélisson
|
C
| |||||||
|
Paula A. Price(1)
|
C
|
🌑
|
||||||
|
Arun Sarin
|
🌑
|
🌑
| ||||||
|
Frank K. Tang
|
🌑
|
|||||||
|
Tracey T. Travis(1)(5)
|
🌑
|
🌑
|
||||||
|
Number of Meetings in Fiscal 2017
|
9
|
6
|
6
|
5
| ||||
| 🌑 | Member C Chair |
| (1) | Audit Committee Financial Expert as defined under SEC rules. |
| (2) | Not standing for re-appointment at the Annual Meeting. |
| (3) | Lead director of the Board. |
| (4) | Joined the Nominating & Governance Committee on July 18, 2017. |
| (5) | Joined the Audit Committee and Finance Committee on July 20, 2017. |
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| ACCENTURE 2017 PROXY STATEMENT | Corporate Governance | 7 |
AUDIT
COMMITTEE
|
The Audit Committee was established by the Board for the purpose of, among other things, overseeing Accenture’s accounting and financial reporting processes and audits of our financial statements and internal controls.
|
◥ | The Audit Committee’s primary responsibilities include the 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; and
• the performance of the Company’s internal audit function and independent auditors.
The Board has determined that each member of the Audit Committee meets the financial literacy and independence requirements of the Securities & Exchange Commission (the “SEC”) and the NYSE applicable to audit committee members and that each member also qualifies as an “audit committee financial expert” for purposes of SEC rules. Further, the Board has determined that each member of the Audit Committee qualifies as an independent director and possesses the requisite competence in accounting or auditing to satisfy the requirements for audit committees required by the Companies Act 2014.
No member of the Audit Committee may serve on the audit committee of more than 3 public companies, including Accenture, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and discloses such determination in accordance with NYSE requirements. No member of the Audit Committee currently serves on the audit committees of more than 3 public companies, including Accenture. | ||
|
MEMBERS
(ALL INDEPENDENT):
Paula A. Price (Chair)
Jaime Ardila
William L. Kimsey (Retiring at the Annual Meeting)
Nancy McKinstry
Tracey T. Travis (Joined July 20, 2017)
|
FINANCE
COMMITTEE
|
The Finance Committee acts on behalf of the Board with respect to, among other things, the oversight of the Company’s capital and treasury activities.
|
◥ | The Finance Committee’s primary responsibilities include the oversight of the Company’s:
• capital structure and corporate finance strategy and activities;
• share redemption and purchase activities;
• treasury function, investment management and financial risk management;
• defined benefit and contribution plan investment planning;
• insurance plans; and
• major acquisitions, dispositions, joint ventures or similar transactions. | ||
|
MEMBERS
(ALL INDEPENDENT):
Jaime Ardila (Chair)
Charles H. Giancarlo
Herbert Hainer
Frank K. Tang
Tracey T. Travis (Joined July 20, 2017) |
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| ACCENTURE 2017 PROXY STATEMENT | Corporate Governance | 8 |
NOMINATING & GOVERNANCE
COMMITTEE
|
The Nominating & Governance Committee is responsible for, among other things, overseeing the Company’s corporate governance practices and processes.
|
◥ | The Nominating & Governance Committee’s primary responsibilities include the oversight of the following:
• assessing and selecting/nominating (or recommending to the Board for its selection/nomination) strong and capable candidates to serve on the Board;
• making recommendations as to the size, composition, structure, operations, performance and effectiveness of the Board;
• overseeing the Company’s chief executive officer succession planning process;
• together with the Compensation Committee, conducting an annual review of the Company’s chief executive officer and non-independent chairman;
• developing and recommending to the Board a set of corporate governance principles, including independence standards; and
• otherwise taking a leadership role in shaping the corporate governance of the Company. | ||||
|
MEMBERS
(ALL INDEPENDENT):
Gilles C. Pélisson (Chair)
Charles H. Giancarlo
Nancy McKinstry (Joined July 18, 2017)
Arun Sarin |
||||||
Board and Committee Assessments—A Multi-Step Process
| Consistent with its duties and |
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 lead director.
|
||||||
|
||||||
|
INTERVIEWS
|
◥ | |||||
|
|
|
The lead director and chair of the Nominating & Governance 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.
|
||||
|
|
||||||
|
BOARD SUMMARY
|
◥ | |||||
|
|
|
Summaries of the committee, Board and lead director evaluations are provided to the Board.
|
||||
|
|
||||||
|
FEEDBACK INCORPORATED
|
◥ | |||||
|
|
|
Policies and practices are updated as appropriate as a result of director feedback.
|
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| ACCENTURE 2017 PROXY STATEMENT | Corporate Governance | 9 |
COMPENSATION
COMMITTEE
|
The Compensation Committee acts on behalf of the Board to set the compensation of our chairman and chief executive officer and members of our global management committee and provides oversight of the Company’s global compensation philosophy, policies and programs. The Committee is also responsible for, among other things, overseeing the Company’s equity compensation plans.
|
◥ | The Compensation Committee’s primary responsibilities include the oversight of the following:
• together with the Nominating & Governance Committee, conducting an annual review of the Company’s chairman and chief executive officer;
• setting the compensation of our chairman and chief executive officer and members of our global management committee;
• overseeing the Company’s equity-based plans; and
• reviewing and making recommendations to the full Board regarding Board compensation.
The Board has determined that each member of the Compensation Committee meets the independence requirements of the SEC and NYSE applicable to compensation committee members. | ||
|
MEMBERS
(ALL INDEPENDENT):
Marjorie Magner (Chair)
Herbert Hainer
William L. Kimsey (Retiring at the Annual Meeting)
Paula A. Price
Arun Sarin |
A number of individuals and entities contribute to the process of reviewing and determining the compensation of our chairman and chief executive officer, members of our global management committee and directors:
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| ACCENTURE 2017 PROXY STATEMENT | Corporate Governance | 10 |
ROLE OF COMPENSATION CONSULTANTS
The Compensation Committee has engaged Pay Governance LLC (“Pay Governance”) to serve as the Compensation 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 Committee on director and executive compensation. As requested by the Compensation Committee, Pay Governance advises the Compensation 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 Committee with regard to the compensation of our chairman and chief executive officer and the members of our global management committee. Pay Governance also provides input for the Compensation Committee to consider regarding the final compensation packages of our chairman and chief executive officer, as discussed under “Executive Compensation—Compensation Discussion and Analysis—Process for Determining Executive Compensation.”
Management separately receives benchmarking information with respect to the members of our global management committee from its compensation consultant, Willis Towers Watson plc (“Willis Towers Watson”). This information is based on a benchmarking approach developed by Willis Towers Watson and Pay Governance and is used by the chairman and chief executive officer in making his recommendations to the Compensation Committee with respect to the compensation of the members of our global management committee. The Compensation Committee also reviews this report. While Willis Towers Watson also acts as management’s compensation consultant in various capacities with respect to our global workforce of approximately 425,000 employees and assists management in formulating its compensation recommendations for members of our global management committee, the Compensation 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 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.
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 Committee. 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 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 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; |
| • | 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. |
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| ACCENTURE 2017 PROXY STATEMENT | Corporate Governance | 11 |
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 2017, 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:
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. This year, as part of our recurring engagement with our shareholders, our outreach included, among other things, discussion around our public commitment to achieve our gender-balanced workforce commitment by the year 2025. In a combined effort with Investor Relations, Human Resources and our Legal team, we reached out to our top 50 shareholders. The discussions occurred in October and November 2017.
POLITICAL CONTRIBUTIONS AND LOBBYING
Pursuant to the Company’s political contributions and lobbying policy, the Company has a longstanding global policy against making contributions to political parties, political committees or candidates using company resources, 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 Accenture Leaders in the United States. The Company does not penalize in any way Accenture 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
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| ACCENTURE 2017 PROXY STATEMENT | Corporate Governance | 12 |
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 CITIZENSHIP AND SUSTAINABILITY
At Accenture, we are creating a more inclusive and sustainable world by looking ahead to identify new opportunities, while responding to some of today’s most pressing challenges. Corporate citizenship is central to our vision to improve the way the world works and lives—from closing employment gaps, to advancing client sustainability, to accelerating gender equality in the workforce. We use our global capabilities, digital experience, and innovation mindset to develop solutions that address a wide range of societal issues.
Key highlights include:
Annually, we publish our Corporate Citizenship Report, which explores our goals, progress and performance across our global operations and serves as our Communication on Progress to the United Nations Global Compact. It is accessible through https://www.accenture.com/corporatecitizenship.
The Board welcomes questions and comments. Any interested parties may submit their communication to our Corporate Secretary. Communications and concerns will be forwarded to the Board, our independent directors as a group or our lead director as determined by our Corporate Secretary.
Address correspondence to: Attention: Corporate Secretary, Accenture, 161 N. Clark Street, Chicago, Illinois, 60601, USA.
Ethics Concerns or Complaints?
Separately, we also have established mechanisms for receiving, retaining and addressing concerns or complaints. Our Code of Business Ethics and underlying policies prohibit any retaliation or other adverse action against anyone for raising a concern. Employees may raise concerns in a confidential and/or anonymous manner in accordance with the instructions for the Accenture Business Ethics Line.
Call: 1 (312) 737-8262; or
Online: https://businessethicsline.com/accenture
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| ACCENTURE 2017 PROXY STATEMENT | 13 |
|
RE-APPOINTMENT OF DIRECTORS
|
Accenture’s directors are elected at each annual general meeting of shareholders and hold office for 1-year terms or until their successors are duly elected.
All of the director nominees are current Board members. The Nominating & Governance Committee reviewed the performance and qualifications of the directors listed below and recommended to the Board, and the Board approved, that each be recommended to shareholders for |
re-appointment to serve for an additional 1-year term. Tracey T. Travis was appointed by the Board as a director effective July 20, 2017 and is subject to re-appointment by our shareholders at the Annual Meeting. In addition, in connection with our efforts to continually refresh the Board, William L. Kimsey will not stand for re-appointment at the Annual Meeting.
All of the nominees have indicated that they will be 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 TEXT OF THE RESOLUTION IN RESPECT OF
PROPOSAL 1 IS AS FOLLOWS:
“By separate resolutions, to re-appoint the following eleven directors: Jaime Ardila; Charles H. Giancarlo; Herbert Hainer; Marjorie Magner; Nancy McKinstry; Pierre Nanterme; Gilles C. Pélisson; Paula A. Price; Arun Sarin; Frank K. Tang and Tracey T. Travis.”
The Nominating & Governance Committee is responsible for identifying individuals who are qualified candidates for Board membership. Consistent with the Company’s Corporate Governance Guidelines, the Nominating & Governance Committee seeks to ensure 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 to guide and oversee Accenture’s strategy, operations and management. The Nominating & Governance Committee seeks candidates who, at a minimum, have the following characteristics:
In addition, the committee assesses the contribution that a particular candidate’s skills and expertise will, in light of the skills and expertise of the incumbent directors, make with respect to guiding and overseeing Accenture’s strategy, operations and management.
The Board recommends that you vote “FOR” the re-appointment of each of the Board’s director nominees listed above.
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| ACCENTURE 2017 PROXY STATEMENT | Proposal 1: Re-Appointment of Directors | 14 |
Consistent with the Company’s Corporate Governance Guidelines, the Nominating & Governance Committee also seeks geographic, age, gender 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, the Nominating & Governance 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 one of the many factors that they consider when identifying individuals for Board membership.
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. In furtherance of the Board’s active role in Board succession planning, the Board has appointed six new directors since 2014.
Our director nominees reflect those efforts and the importance of diversity to the Board. Of our 11 director nominees:
| Board Diversity
|
Board Tenure
|
|||||||||||||||||||||
|
4 are female |
◥ |
2 are African American |
◥ |
6 were born outside of the U.S.
|
◥ |
|
Average tenure
4.6 years
Average age
60 years | |||||||||||||||
|
2 are Asian
|
◥ |
1 is Hispanic
|
◥ | |||||||||||||||||||
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| ACCENTURE 2017 PROXY STATEMENT | Proposal 1: Re-Appointment of Directors | 15 |
QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES
In considering each director nominee for the Annual Meeting, the Board and the Nominating & Governance Committee evaluated such person’s background, qualifications, attributes and skills to serve as a director. The Board and the Nominating & Governance 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 Committee also evaluated each of the director’s contributions to the Board and role in the operation of the Board as a whole.
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 our director nominees. 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 to be knowledgeable in these areas; however, we have included a director in each of the areas where the director 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 17 to 22 of this proxy statement.
OUT OF 11 DIRECTORS
PROCESS FOR SELECTING NEW 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. In the case of Tracey T. Travis, a third-party professional search firm identified her as a potential director nominee. Prior to her nomination, Ms. Travis also met separately with the chairman and chief executive officer, the chair of the Nominating & Governance Committee and the lead director, who initially considered her candidacy. In addition, the professional search firm retained by the Nominating & Governance Committee verified information about the prospective candidate. A background check was also completed before a final recommendation was made to the Board. Ms. Travis also met separately with other members of the Board, and after review and discussion with each of these directors, the Nominating & Governance Committee recommended, and the Board approved, Ms. Travis’s appointment as a director.
SKILL TOTAL OF 11 GLOBAL EXPERTISE Experience in international markets through a senior leadership role in an organization with its primary operations outside of the US 7 SENIOR LEADERSHIP EXPERIENCE Served in a senior leadership role at a large organization 11 INNOVATION AND TECHNOLOGY Managing technological change and driving technological innovation 7 FINANCIAL EXPERTISE Education and experience as a principal financial officer. principal accounting officer. controller. public accountant or auditor or experience in one or more positions that involve the performance of similar functions. or actively supervising such person(s) 10 INVESTMENT EXPERTISE Experience overseeing investments and investment decisions 7 OPERATIONAL Senior leadership role in an organization whose primary operations involve the production and distribution of products 7 PUBLIC COMPANY BOARD EXPERIENCE Serving on the boards of other public companies 10
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| ACCENTURE 2017 PROXY STATEMENT | Proposal 1: Re-Appointment of Directors | 16 |
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, 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. Accenture will either provide or pay for ongoing director education.
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 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: Mr. Gilles C. Pélisson, chair of the Nominating & Governance Committee, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA, Attention: Corporate Secretary. As provided for in our Corporate Governance Guidelines, the Nominating & Governance 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 2019 annual general meeting).
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| ACCENTURE 2017 PROXY STATEMENT | Proposal 1: Re-Appointment of Directors | 17 |
Set forth below are the biographies of our director nominees up for reelection at the Annual Meeting.
JAIME
ARDILA
|
DIRECTOR SINCE 2013
INDEPENDENT
62 YEARS OLD
AUDIT COMMITTEE (Member)
FINANCE COMMITTEE (Chair) |
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 a director of Ecopetrol S. A. and Goldman Sachs BDC, Inc.
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. |
CHARLES H.
GIANCARLO
|
DIRECTOR SINCE 2008
INDEPENDENT
60 YEARS OLD
FINANCE COMMITTEE (Member)
NOMINATING & GOVERNANCE |
Charles H. Giancarlo has been chief executive officer and a member of the board of directors of Pure Storage, Inc., a data storage solutions company, since August 2017. He previously served as managing director of the private investment firm Silver Lake from 2007 to 2013 and served as a senior advisor to the firm until 2015. Prior to that, Mr. Giancarlo held a variety of roles at Cisco Systems, Inc. (“Cisco”), where he worked for almost 15 years. His last position at Cisco was as executive vice president, chief technology officer and chief development officer. In that position, he was responsible for all Cisco business units and divisions and more than 30,000 employees.
Mr. Giancarlo is a director of Arista Networks, Inc. Mr. Giancarlo previously served as a director of Imperva, Inc. from 2013 to 2017, ServiceNow, Inc. from 2013 to 2017 and Tintri, Inc. from 2016 to 2017.
SPECIFIC EXPERTISE: Mr. Giancarlo brings to the Board significant managerial, operational and financial experience as a result of the numerous senior positions he has held at multi-national corporations. In addition, as a result of his professional experiences, including his service as a director on the boards of two other public technology companies, Mr. Giancarlo brings to the Board deep technology expertise, as well as an important perspective on technology-enabled and related growth industries that are important to Accenture and its business, such as digital-, cloud- and security-related services. |
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| ACCENTURE 2017 PROXY STATEMENT | Proposal 1: Re-Appointment of Directors | 18 |
HERBERT
HAINER
|
DIRECTOR SINCE 2016
INDEPENDENT
63 YEARS OLD
COMPENSATION COMMITTEE (Member)
FINANCE COMMITTEE (Member) |
Herbert Hainer was the chief executive officer of the sporting goods company adidas AG (“adidas”) from March 2001 until his retirement in September 2016. Mr. Hainer was also a member of the adidas executive board from March 1997 until his retirement. Mr. Hainer previously served as senior vice president of sales and logistics of adidas in Europe, Africa and the Middle East from 1996 until March 1997. Prior to serving in that role, he served as managing director sales and logistics of adidas Germany from 1993 until 1995 and prior to that as national sales director of adidas Germany from 1991 until 1993. Mr. Hainer joined adidas in 1987 and held a variety of senior positions with the company. From 1979 to 1987, Mr. Hainer served as division manager sales and marketing Germany of Procter & Gamble GmbH.
Mr. Hainer is a director of Deutsche Lufthansa AG and Allianz SE.
SPECIFIC EXPERTISE: Mr. Hainer brings to the Board significant managerial, operational and global experience as a result of the various senior positions he held during his tenure with adidas, including as its chief executive officer. The Board also benefits from his experience in sales, knowledge of the European market and significant experience in international business. |
MARJORIE
MAGNER
|
DIRECTOR SINCE 2006
INDEPENDENT
LEAD DIRECTOR
68 YEARS OLD
COMPENSATION COMMITTEE (Chair) |
Marjorie Magner has been our lead director since January 2014. Ms. Magner is currently a partner with Brysam Global Partners, LLC, a private equity firm she co-founded in 2007 that invests in financial services. She was the chairman and chief executive officer, Global Consumer Group, of Citigroup Inc. from 2003 to October 2005. Ms. Magner previously held various other positions within Citigroup Inc., including chief operating officer, Global Consumer Group, from April 2002 to August 2003, and chief administrative officer and senior executive vice president from January 2000 to April 2002.
Ms. Magner is the nonexecutive chairman of the board of TEGNA Inc. (formerly known as Gannett Co., Inc.) and a director of Ally Financial Inc.
SPECIFIC EXPERTISE: Ms. Magner brings to the Board significant business experience and operations expertise gained from the various senior management roles that she has held with Citigroup Inc. and as a partner with a private equity firm that she co-founded as well as through her service as a director of other public company boards. Ms. Magner also has leadership experience and perspective from her work in various philanthropic endeavors as an advocate on issues affecting consumers, women and youth globally. |
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| ACCENTURE 2017 PROXY STATEMENT | Proposal 1: Re-Appointment of Directors | 19 |
NANCY
MCKINSTRY
|
DIRECTOR SINCE 2016
INDEPENDENT
58 YEARS OLD
AUDIT COMMITTEE (Member)
NOMINATING & GOVERNANCE |
Nancy McKinstry has been chief executive officer and chairman of the executive board of 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. McKinstry previously served as a director of LM Ericsson Telephone Company from 2004 to 2013.
SPECIFIC EXPERTISE: Ms. McKinstry brings to the Board strong experience in the professional services sector from her long career at Wolters Kluwer, where she has led the company’s digital transformation, as well as broad international perspective as both the CEO of a global company and a director of large, multinational companies. The Board also benefits from her experience in the European market and her background in the digital, media and technology industries. |
PIERRE
NANTERME
|
DIRECTOR SINCE 2010
CHAIRMAN & CEO
58 YEARS OLD |
Pierre Nanterme became chairman of the Board of Directors in February 2013. He has served as our chief executive officer since January 2011 and as a Board member since October 2010. Mr. Nanterme joined Accenture’s global management committee in 2006, and was group chief executive of our Financial Services operating group from September 2007 to December 2010. Prior to assuming this role, Mr. Nanterme was our chief leadership officer from May 2006 through August 2007, with primary responsibility for Accenture’s leadership development program as well as our global corporate citizenship initiatives. Earlier in his career with the Company, he held various leadership roles, primarily in Financial Services, and also was our country managing director for France from November 2005 through August 2007. In addition to serving on the Company’s board of directors, Mr. Nanterme serves on the board of its subsidiary Accenture Holdings plc.
SPECIFIC EXPERTISE: Mr. Nanterme brings to the Board a deep knowledge of Accenture’s business, growth strategy and human capital strategy—as well as extensive experience serving our clients—from his 34 years with the Company, including his executive roles as chairman, chief executive officer, group chief executive—Financial Services, and chief leadership officer. Given his role representing Accenture at leading external forums such as the B20 Summit and the World Economic Forum, Mr. Nanterme also brings to the Board a broad understanding of the global economy as well as the technology marketplace and competitive landscape. |
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| ACCENTURE 2017 PROXY STATEMENT | Proposal 1: Re-Appointment of Directors | 20 |
GILLES C.
PÉLISSON
|
DIRECTOR SINCE 2012
INDEPENDENT
60 YEARS OLD
NOMINATING & GOVERNANCE |
Gilles C. 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.
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. |
PAULA A.
PRICE
|
DIRECTOR SINCE 2014
INDEPENDENT
56 YEARS OLD
AUDIT COMMITTEE (Chair)
COMPENSATION COMMITTEE (Member) |
Paula A. Price joined the faculty of the Harvard Business School in July 2014. Until January 2014, 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, where she worked from 2006 to 2008. From 2002 until 2005, Ms. Price held various positions at JPMorgan Chase & Co. Earlier in her career, she 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 Dollar General Corporation and Western Digital Corporation.
SPECIFIC EXPERTISE: Ms. Price brings to the Board broad experience across finance, general management and strategy gained from her service in senior executive and management positions at major corporations across several industries, including, in particular, the retail, financial services and consumer packaged goods industries. She brings to the Board an important perspective as a member of the faculty of the Harvard Business School and from her service as a director of other public company boards. The Board also benefits from her extensive background in finance and accounting matters. |
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| ACCENTURE 2017 PROXY STATEMENT | Proposal 1: Re-Appointment of Directors | 21 |
ARUN
SARIN
|
DIRECTOR SINCE 2015
INDEPENDENT
63 YEARS OLD
COMPENSATION COMMITTEE (Member)
NOMINATING & GOVERNANCE |
Arun Sarin was Chief Executive Officer of Vodafone Group Plc 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 CEO of Vodafone’s U.S./Asia-Pacific region. He left Vodafone in 2000 to become CEO of InfoSpace, Inc., and from 2001 until 2003, he served as CEO 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 5 years.
Mr. Sarin is a director of Blackhawk Network Holdings, Inc., Cisco Systems, Inc. and The Charles Schwab Corporation. He previously served as a director of Safeway, Inc. from 2009 until 2015.
SPECIFIC EXPERTISE: Mr. Sarin brings to the Board significant global, managerial and financial experience as a result of his tenure as Group Chief Executive 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. |
FRANK K.
TANG
|
DIRECTOR SINCE 2014
INDEPENDENT
49 YEARS OLD
FINANCE COMMITTEE (Member) |
Frank K. Tang is chief executive officer and managing partner of FountainVest Partners, a leading private equity firm dedicated to 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 is also a director of Weibo Corporation.
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. The Board also benefits from his deep knowledge and expertise in the Asian markets, particularly with respect to China. |
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| ACCENTURE 2017 PROXY STATEMENT | Proposal 1: Re-Appointment of Directors | 22 |
TRACEY T.
TRAVIS
|
DIRECTOR SINCE 2017
INDEPENDENT
55 YEARS OLD
AUDIT COMMITTEE (Member)
FINANCE COMMITTEE (Member) |
Ms. Travis has been 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 previously served as a director of Campbell Soup Company from 2011 until 2017.
SPECIFIC EXPERTISE: Ms. Travis brings to our board significant experience in both finance and operations management in various industries through her experience as the CFO of The Estée Lauder Companies Inc. 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. |
William L. Kimsey is not subject to re-appointment at the Annual Meeting.
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| ACCENTURE 2017 PROXY STATEMENT | 23 |
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:
|
ANNUAL DIRECTOR COMPENSATION(1) | ||
|
|
Additional Compensation
• $25,000 retainer for Audit Committee Chair
• $11,250 retainer for Audit Committee Members
• $15,000 retainer for each Compensation, Finance and Nominating & Governance Committee Chair
• $7,500 retainer for each Compensation, Finance, and Nominating & Governance Committee member
• $42,500 retainer for Lead Independent Director | |
|
(1) Each of our independent directors may elect to receive the annual retainer and other retainers in the form of cash, entirely in the form of restricted share units (“RSUs”) or one-half in cash and one-half in RSUs. Grants of RSUs to our directors are fully vested on the date of grant, and future delivery of the underlying shares is not dependent on a director’s continued service. Directors are entitled to a proportional number of additional RSUs on outstanding awards if we pay a dividend. The underlying shares for RSU awards granted in fiscal 2017 will be delivered 1 year after the grant date; directors may not further delay delivery of the shares. | ||
Governance Features
Our compensation program for independent directors operates with the following governance features:
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| ACCENTURE 2017 PROXY STATEMENT | Director Compensation | 24 |
DIRECTOR COMPENSATION FOR FISCAL 2017
As described more fully above, the following table summarizes the annual compensation for our independent directors during fiscal 2017:
| Name
|
Fees Earned or
|
Stock Awards($)(2)(3)
|
All Other Compensation($)(4)
|
Total($)
|
||||||||||||
|
Jaime Ardila
|
|
$126,250
|
|
|
$184,993
|
|
|
—
|
|
|
$311,243
|
| ||||
|
Dina Dublon(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||
|
Charles H. Giancarlo
|
|
$115,000
|
|
|
$184,966
|
|
|
—
|
|
|
$299,966
|
| ||||
|
Herbert Hainer
|
|
$145,831
|
|
|
$369,960
|
(6)
|
|
—
|
|
|
$515,791
|
| ||||
|
William L. Kimsey(7)
|
|
$118,750
|
|
|
$184,982
|
|
|
—
|
|
|
$303,732
|
| ||||
|
Marjorie Magner
|
|
$157,500
|
|
|
$184,993
|
|
|
—
|
|
|
$342,493
|
| ||||
|
Blythe J. McGarvie(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||
|
Nancy McKinstry
|
|
$111,250
|
|
|
$184,993
|
|
|
—
|
|
|
$296,243
|
| ||||
|
Gilles C. Pélisson
|
|
$115,000
|
|
|
$184,966
|
|
|
—
|
|
|
$299,966
|
| ||||
|
Paula A. Price
|
|
$132,500
|
|
|
$184,993
|
|
|
—
|
|
|
$317,493
|
| ||||
|
Arun Sarin
|
|
$115,000
|
|
|
$184,993
|
|
|
—
|
|
|
$299,993
|
| ||||
|
Wulf von Schimmelmann(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||
|
Frank K. Tang
|
|
$107,500
|
|
|
$184,935
|
|
|
—
|
|
|
$292,435
|
| ||||
|
Tracey T. Travis
|
|
$ 66,264
|
|
|
$184,941
|
|
|
—
|
|
|
$251,205
|
| ||||
| (1) | The annual retainers and additional retainers for Board committee service paid to our independent directors during fiscal 2017 were as follows: |
| Name
|
Annual
|
Committee Chair
|
Committee Member
|
Total($)
|
||||||||||||
| Jaime Ardila
|
|
$100,000
|
|
|
$15,000
|
|
|
$11,250
|
|
|
$126,250
|
| ||||
| Dina Dublon
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||
| Charles H. Giancarlo(a)
|
|
$100,000
|
|
|
—
|
|
|
$15,000
|
|
|
$115,000
|
| ||||
| Herbert Hainer(b)
|
|
$126,810
|
|
|
—
|
|
|
$19,021
|
|
|
$145,831
|
| ||||
| William L. Kimsey(a)
|
|
$100,000
|
|
|
—
|
|
|
$18,750
|
|
|
$118,750
|
| ||||
| Marjorie Magner
|
|
$142,500
|
|
|
$15,000
|
|
|
—
|
|
|
$157,500
|
| ||||
| Blythe J. McGarvie
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||
| Nancy McKinstry
|
|
$100,000
|
|
|
—
|
|
|
$11,250
|
|
|
$111,250
|
| ||||
| Gilles C. Pélisson(a)
|
|
$100,000
|
|
|
$15,000
|
|
|
—
|
|
|
$115,000
|
| ||||
| Paula A. Price
|
|
$100,000
|
|
|
$25,000
|
|
|
$ 7,500
|
|
|
$132,500
|
| ||||
| Arun Sarin
|
|
$100,000
|
|
|
—
|
|
|
$15,000
|
|
|
$115,000
|
| ||||
| Wulf von Schimmelmann
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||
| Frank K. Tang(a)
|
|
$100,000
|
|
|
—
|
|
|
$ 7,500
|
|
|
$107,500
|
| ||||
| Tracey T. Travis(c)
|
|
$ 55,801
|
|
|
—
|
|
|
$10,463
|
|
|
$ 66,264
|
| ||||
| (a) | Messrs. Giancarlo, Kimsey, Pélisson and Tang elected to receive 100% of their annual retainers and additional retainers for Board committee service in the form of fully vested RSUs, with a grant date fair value equal to the amount reported as paid in cash above. |
| (b) | Mr. Hainer’s annual retainer and additional retainer for Board committee service include a pro rata portion of the 2016 standard annual retainer and additional retainer for Board committee service, based on the total number of days elapsed from Mr. Hainer’s appointment to the Board on November 2, 2016 and the date of the 2017 annual general meeting of shareholders. Mr. Hainer elected to receive 100% of his annual retainers and additional retainers for Board committee service in the form of fully vested RSUs, with a grant date fair value equal to the amount reported as paid in cash above. |
| (c) | Ms. Travis, who was appointed to the Board on July 20, 2017, received a pro rata portion of the standard annual retainer and additional retainer for Board committee service, based on the number of days remaining in the 2017 director compensation year after the date of her appointment. Ms. Travis elected to receive 50% of her pro rata annual retainer and additional retainer for Board committee service in the form of fully vested RSUs, with a grant date fair value equal to 50% of the amount reported as paid in cash above. |
| (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”), without taking into account estimated forfeitures. For more information, please refer to Note 11 (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, 2017. Reflects the grant of a whole number of shares. With the exception of the award of RSUs with a grant date value equal to $184,941 awarded to Ms. Travis in connection with her appointment to the Board and Mr. Hainer (see footnote 6 below), all other RSU awards represent annual grants to our directors. |
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| ACCENTURE 2017 PROXY STATEMENT | Director Compensation | 25 |
| (3) | The aggregate number of vested RSU awards outstanding at the end of fiscal 2017 for each of our independent directors was as follows: |
| Name
|
Aggregate Number of Vested RSU Awards Outstanding as of
|
|||
|
Jaime Ardila
|
|
1,588
|
| |
|
Dina Dublon
|
|
—
|
| |
|
Charles H. Giancarlo
|
|
2,575
|
| |
|
Herbert Hainer
|
|
4,414
|
| |
|
William L. Kimsey
|
|
2,607
|
| |
|
Marjorie Magner
|
|
1,588
|
| |
|
Blythe J. McGarvie
|
|
—
|
| |
|
Nancy McKinstry
|
|
1,588
|
| |
|
Gilles C. Pélisson
|
|
2,575
|
| |
|
Paula A. Price
|
|
1,588
|
| |
|
Arun Sarin
|
|
1,588
|
| |
|
Wulf von Schimmelmann
|
|
—
|
| |
|
Frank K. Tang
|
|
2,510
|
| |
|
Tracey T. Travis
|
|
1,685
|
| |
| (4) | The aggregate amount of perquisites and other personal benefits received by each of our independent directors in fiscal 2017 was less than $10,000. |
| (5) | Under SEC rules, these directors are required to be included in the Director Compensation Table as they served on the Board during a portion of fiscal 2017. These directors retired from the Board on February 10, 2017 and did not receive any compensation in fiscal 2017. |
| (6) | The amount reported for Mr. Hainer includes an award of RSUs with a grant date fair value equal to $184,967, which he received in connection with his appointment to the Board on November 2, 2016 and the annual grant of RSUs awarded to all of our then directors on February 10, 2017. |
| (7) | Director is not subject to re-appointment at the Annual Meeting. |
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| ACCENTURE 2017 PROXY STATEMENT | 26 |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, our directors, executive officers and beneficial owners of more than 10% of Accenture plc’s Class A ordinary shares or Class X ordinary shares are required within a prescribed period of time to report to the SEC transactions and holdings in Accenture plc Class A ordinary shares and Class X ordinary shares. Our directors and executive officers are also required to report transactions and holdings in Accenture Holdings plc ordinary shares. Based solely on a review of the copies of these forms received by us and on written representations from certain reporting persons that no Form 5 was required to be filed, we believe that during fiscal 2017 all of these filing requirements were satisfied in a timely manner.
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 11, 2017. For purposes of computing the percentage of outstanding Accenture plc Class A ordinary shares, Class X ordinary shares and/or Accenture Holdings plc ordinary 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 11, 2017 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.
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| ACCENTURE 2017 PROXY STATEMENT | Beneficial Ownership | 27 |
The following beneficial ownership table sets forth, as of December 11, 2017, information regarding the beneficial ownership of Accenture plc Class A ordinary shares and Class X ordinary shares and of Accenture Holdings plc ordinary shares held by: (1) each of our directors and named executive officers; and (2) all of our current directors and executive officers as a group.
|
Accenture plc
Class A
|
Accenture Holdings plc
|
Accenture plc Class X
|
Percentage of the Class A and Class X Ordinary Shares Beneficially Owned
|
|||||||||||||||||||||||||||||||||
| Name of Beneficial Owner(1)
|
Shares
|
% Shares
|
Shares
|
% Shares
|
Shares
|
% Shares
|
||||||||||||||||||||||||||||||
| Pierre Nanterme(2) | 296,533 | * | % | 91,597 | ** | % | 91,597 | *** | % | ****% | ||||||||||||||||||||||||||
| Jaime Ardila | 8,358 | * | — | — | **** | |||||||||||||||||||||||||||||||
| Charles H. Giancarlo | 20,436 | * | — | — | **** | |||||||||||||||||||||||||||||||
| Herbert Hainer | 1,041 | * | — | — | **** | |||||||||||||||||||||||||||||||
| William L. Kimsey | 15,220 | * | — | — | **** | |||||||||||||||||||||||||||||||
| Marjorie Magner | 22,962 | * | — | — | **** | |||||||||||||||||||||||||||||||
| Nancy McKinstry | 1,022 | * | — | — | **** | |||||||||||||||||||||||||||||||
| Gilles C. Pélisson | 10,466 | * | — | — | **** | |||||||||||||||||||||||||||||||
| Paula A. Price | 4,324 | * | — | — | **** | |||||||||||||||||||||||||||||||
| Arun Sarin | 3,626 | * | — | — | **** | |||||||||||||||||||||||||||||||
| Frank K. Tang | 4,319 | * | — | — | **** | |||||||||||||||||||||||||||||||
| Tracey T. Travis | — | * | — | — | **** | |||||||||||||||||||||||||||||||
| David P. Rowland(3) | 22,218 | * | — | — | **** | |||||||||||||||||||||||||||||||
| Gianfranco Casati | 50,045 | * | — | — | **** | |||||||||||||||||||||||||||||||
| Alexander van ’t Noordende(4) | 134,032 | * | — | — | **** | |||||||||||||||||||||||||||||||
| Julie Sweet(5) | 16,366 | * | — | — | **** | |||||||||||||||||||||||||||||||
| All Directors and Executive Officers as a Group (24 Persons)(2)(6) | 1,073,486 | * | % | 218,640 | ** | % | 192,004 | *** | % | ****% | ||||||||||||||||||||||||||
| * | Less than 1% of Accenture plc’s Class A ordinary shares outstanding. |
| ** | Less than 1% of Accenture Holdings plc’s ordinary shares outstanding. |
| *** | Less than 1% of Accenture plc’s Class X ordinary shares outstanding. |
| **** | Less than 1% of the total number of Accenture plc’s Class A ordinary shares and Class X ordinary shares outstanding. |
| (1) | Address for all persons listed is c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA. |
| (2) | Subject to the provisions of its Memorandum and Articles of Association, Accenture Holdings plc is obligated, at the option of the holder of such shares and at any time, to redeem any outstanding Accenture Holdings plc ordinary shares. Accenture Holdings plc has the option to pay this redemption price with cash or by delivering Accenture plc Class A ordinary shares generally on a one-for-one basis as provided for in the Memorandum and Articles of Association of Accenture Holdings. Each time an Accenture Holdings ordinary share is redeemed, Accenture plc has the option to, and intends to, redeem an Accenture plc Class X ordinary share from that holder for a redemption price equal to the par value of the Accenture plc Class X ordinary share, or $0.0000225. |
| (3) | Includes 2,174 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from December 11, 2017. |
| (4) | Includes 8,229 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from December 11, 2017. |
| (5) | Includes 2,812 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from December 11, 2017. |
| (6) | Includes 47,882 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from December 11, 2017. |
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| ACCENTURE 2017 PROXY STATEMENT | Beneficial Ownership | 28 |
BENEFICIAL OWNERSHIP OF MORE THAN 5%
Based on information available as of December 11, 2017, 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 |
||||||||
| Name and Address of Beneficial Owner | Shares Beneficially Owned |
% Shares Beneficially Owned |
||||||
| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355(1) |
44,629,501 | 7.2% | ||||||
| Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199(2) |
43,949,044 | 7.1% | ||||||
| BlackRock, Inc. 55 East 52nd Street New York, NY 10022(3) |
39,028,582 | 6.3% | ||||||
| The Capital Group Companies, Inc. 333 South Hope Street Los Angeles, CA 90071-1406(4) |
31,190,168 | 5.0% | ||||||
| (1) | Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on February 9, 2017 by Vanguard and certain related entities reporting sole power to vote or direct the vote over 974,343 Class A ordinary shares, sole power to dispose or direct the disposition of 43,536,197 Class A ordinary shares, shared power to vote or direct the vote over 127,980 Class A ordinary shares and shared power to dispose or direct the disposition of 1,093,304 Class A ordinary shares. |
| (2) | Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on February 13, 2017 by Massachusetts Financial Services Company reporting sole power to vote or direct the vote over 37,697,314 Class A ordinary shares and sole power to dispose or direct the disposition of 43,949,044 Class A ordinary shares. |
| (3) | Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on January 19, 2017 by BlackRock and certain related entities reporting sole power to vote or direct the vote over 32,155,535 Class A ordinary shares and sole power to dispose or direct the disposition of 39,028,582 Class A ordinary shares. |
| (4) | Based solely on the information reported by Capital in a Notification of Holdings under Irish law provided to Accenture on May 15, 2017 and reporting ownership as of May 12, 2017. On such date, Capital, together with its affiliates, held an interest in 31,190,168 Class A ordinary shares. |
As of December 11, 2017, Accenture beneficially owned an aggregate of 25,882,436 Accenture plc Class A ordinary shares, or 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.
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| ACCENTURE 2017 PROXY STATEMENT | 29 |
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 2017 compensation decisions regarding our named executive officers.
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 30 |
Accenture is one of the world’s leading professional services companies with approximately 425,000 people serving clients in a broad range of industries, with offices and operations in more than 200 cities in 53 countries. Our five operating groups, organized by industry, bring together expertise from across the organization in strategy, consulting, digital, technology including application services, and operations to deliver end-to-end services and solutions to our clients. One of our key goals is to have the best talent, with highly specialized skills, at the right levels in the right locations, to enhance our differentiation and competitiveness. We seek to reinforce our employees’ commitments to our clients, culture and values through a comprehensive performance management and compensation system and a career philosophy that provides rewards based on individual and Company performance.
The Company’s named executive officers for the fiscal year ended August 31, 2017 are:
| Name | Title | |
|
Pierre Nanterme |
Chairman and Chief Executive Officer | |
|
David P. Rowland |
Chief Financial Officer | |
|
Gianfranco Casati |
Group Chief Executive—Growth Markets | |
|
Alexander M. van ’t Noordende |
Group Chief Executive—Products | |
|
Julie Sweet |
Chief Executive Officer—North America | |
The significant components of our executive compensation programs include the following:
|
BASE COMPENSATION
|
◥ | |||
| Provides a fixed level of compensation to our named executive officers each year and reflects the named executive officer’s leadership role.
|
||||
|
GLOBAL ANNUAL BONUS
|
◥ | |||
| Designed to tie pay to both individual and Company performance for the fiscal year. Bonuses are paid from funds accrued during the fiscal year based on Company financial performance, compared to the earnings and profitability targets for the year.
|
||||
|
LONG-TERM EQUITY COMPENSATION
|
◥ | |||
| Key Executive Performance Share Program: Primary program used to grant equity to our named executive officers and intended to be the most significant element of compensation. Vesting of awards is tied to meeting performance objectives related to operating income results and total shareholder return, in each case, over a 3-fiscal-year period.
|
||||
| Accenture Leadership Performance Equity Award Program: Rewards high performers based on the individual’s performance and the Company’s performance, in each case with respect to performance in the prior fiscal year.
|
||||
| Voluntary Equity Investment Program: Opportunity to designate up to 30% of cash compensation to make monthly purchases of Accenture plc Class A ordinary shares with a 50% matching RSU grant following the end of the program year that generally vests 2 years later.
|
||||
|
OTHER COMPENSATION
|
◥ | |||
| Limited personal benefits to our named executive officers. | ||||
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 31 |
Fiscal 2017 Executive Compensation Highlights
Our compensation decisions for fiscal 2017, including with respect to our named executive officers, were tied to Company and individual performance. In assessing overall Company performance, the Compensation Committee considered the Company’s strong fiscal 2017 performance as compared to the very strong performance in fiscal 2016. The Compensation Committee took the Company’s performance results into consideration in making its compensation decisions.
CEO PAY-FOR-PERFORMANCE CEO COMPENSATION MIX BASE COMPENSATION CHAIRMAN AND CEO OTHER NEOS Base compensation stayed the same compared to prior year base compensation increased an average of 1%* compared to prior year in local currency ANNUAL CASH INCENTIVE – FISCAL 2017 PERFORMANCE CHAIRMAN AND CEO OTHER NEO’S LONG-TERM EQUITY INCENTIVE AWARDS – FISCAL 2018 GRANTS* TOTAL TARGET GRANT FAIR VALUE OF EQUITY AWARDS TO BE MADE COMPARED TO PRIOR YEAR CHAIRMAN AND CEO OTHER NEOS CHAIRMAN AND CEO OTHER NEOS
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 32 |
NET REVENUES NEW BOOKINGS $34.9B $37.4B An increase of 6 percent in U.S. dollars and 7 percent in local currency from fiscal 2016. Net revenues were within the Company’s initial business outlook of 5 to 8 percent growth in local currency. An increase of 6 percent in both U.S. dollars and local currency from fiscal 2016. DILUTED EARNINGS PER SHARE OPERATING MARGIN $5.44 GAAP 13.3% GAAP After excluding a $0.47 pension settlement charge in fiscal 2017 and $1.11 from gains on the sale of businesses in fiscal 2016, adjusted EPS of $5.91 increased 11 percent from adjusted EPS of $5.34 in fiscal 2016. Adjusted EPS was within the Company’s initial business outlook of $5.75 to $5.98. After excluding the 150 basis point impact from a pension settlement charge, adjusted operating margin was 14.8 percent, an expansion of 20 basis points from fiscal 2016 operating margin of 14.6 percent. Adjusted operating margin was within the Company’s initial business outlook of 14.7 to 14.9 percent. FREE CASH FLOW CASH RETURNED TO SHAREHOLDERS $4.5B $4.2B Defined as operating cash flow of $5.0 billion net of property and equipment additions of $516 million. Free cash flow exceeded the Company’s initial business outlook of $4.0 billion to $4.3 billion. Defined as cash dividends of $1.6 billion plus share repurchases of $2.6 billion. Cash returned to shareholders was in line with the Company’s initial business outlook of at least $4.2 billion.
Fiscal 2017 Company Performance
The compensation of the Company’s named executive officers is tied to both Company and individual performance. In fiscal 2017, the Company delivered all the objectives in the initial business outlook provided in its September 29, 2016 earnings announcement.
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 33 |
Historical Financial Performance
The most significant element of named executive officer compensation is the Key Executive Performance Share Program, which rewards participants for driving the Company’s business to meet performance objectives over a 3-year period. This program is weighted 75% on cumulative operating income results and 25% on cumulative total shareholder return. See below for our historical performance, which demonstrates our focus on delivering shareholder value.
|
BROAD-BASED REVENUE GROWTH 5% CAGR1 in US Dollars 9% CAGR in local currency
NET REVENUES
1 “CAGR” means Compound Annual Growth Rate
|
SUSTAINED MARGIN EXPANSION 100 Basis Point Contraction (on a GAAP basis) 50 Basis Point Expansion (on an adjusted basis)
OPERATING MARGIN
2 FY17 Adjusted operating margin of 14.8% was adjusted to exclude the impact of a $510 million pension settlement charge
|
|
STRONG EARNINGS GROWTH 6% CAGR (on a GAAP basis) 9% CAGR (on an adjusted basis)
EARNINGS PER SHARE
3 FY17 Adjusted diluted EPS of $5.91 were adjusted to exclude the impact of a pension settlement charge ($0.47 per share)
|
SIGNIFICANT CASH RETURNED TO SHAREHOLDERS SINCE FISCAL 2014 9% CAGR Dividends per share
CASH RETURNED TO SHAREHOLDERS |
|
TOTAL SHAREHOLDER RETURN4
4 The performance graph above shows the cumulative total shareholder return on our Class A shares for the period starting on August 31, 2014, and ending on August 31, 2017, which was the end of fiscal 2017. This is compared with the cumulative total returns over the same period of the S&P 500 Stock Index and the S&P 500 Information Technology Sector Index. The graph assumes that, on August 31, 2014, $100 was invested in our Class A shares and $100 was invested in each of the other two indices, with dividends reinvested on the ex-dividend date without payment of any commissions.
| ||||
See “Reconciliation of Non-GAAP Measures to GAAP Measures” on page 87.
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 34 |
Returning Cash to Shareholders in Fiscal 2017
We continued to return a significant portion of our free cash flow to shareholders. In fiscal 2017, we returned a total of $4.22 billion to shareholders, reflecting $2.65 billion in share repurchases and $1.57 billion in dividend payments made during the fiscal year. In addition, we increased our semi-annual dividend paid to shareholders in November 2017 to $1.33 per share, a 10% increase from the previous semi-annual dividend payment.
We continue to significantly invest in our business as we rotate to “the New” in the following key areas.
|
CAPITAL INVESTMENTS IN ACQUISITIONS |
◥ |
DEVELOPING TALENT |
◥ | |||||
| $1.7B
Strategic investments to further enhance our differentiation and competitiveness, a significant increase over the $933 million invested in fiscal 2016
|
$935M
Investment in learning and professional development to build the skills of our people | |||||||
|
RESEARCH AND INNOVATION |
◥ |
PATENTS AND PATENT APPLICATIONS |
◥ | |||||
| $704M
Creating, commercializing and disseminating innovative business strategies and technology solutions
|
6,025
Differentiating our services and driving value in the marketplace
| |||||||
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 35 |
The Compensation Committee oversees the design and administration of the Company’s compensation programs. The Compensation Committee believes that a well-designed, consistently- applied compensation program is fundamental to the creation of shareholder value over the long-term. 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 creation of shareholder value. The Compensation Committee recognizes that in a professional services firm, no one individual drives the Company’s results; it is the combination of individual performance and the collective leadership of our people around the world that is responsible for the success of the organization. Specifically, the program is designed to:
The Compensation Committee and management seek to ensure that our individual 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 DO |
◥
| |||||
| ¢ Align our executive pay with performance
¢ Set challenging performance objectives
¢ Appropriately balance short- and long-term incentives
¢ Align executive compensation with shareholder returns through performance-based 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 non-solicitation and non-competition provisions 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
|
|||||
|
WHAT WE DON’T DO |
◥
| |||||
|
🌑 No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements
🌑 No “golden parachutes” or change in control payments
🌑 No change in control “single trigger” equity acceleration provisions
🌑 No hedging or pledging of company shares
|
🌑 No supplemental executive retirement plan
🌑 No excessive perquisites
🌑 No change in control tax gross-ups |
|||||
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 36 |
The Compensation Committee believes that total compensation for the Company’s named executive officers should be closely aligned with the Company’s performance and each individual’s performance. We use 3 broad themes to tie pay to performance for our named executive officers: driving growth by helping Accenture’s clients become high performance businesses; educating, energizing and inspiring Accenture’s people; and running Accenture as a high performance business.
Our named executive officers are eligible for a cash bonus award under our Global Annual Bonus plan, which rewards them for Company performance and individual performance based on achievement of numerous measures organized within these three broad themes. We also use 2 different equity compensation programs for our named executive officers: the Key Executive Performance Share Program, which rewards achievement during a future 3-year performance period, and the Accenture Leadership Performance Equity Award Program, which rewards executives for performance in the preceding fiscal year.
In reviewing alignment between pay and performance, the Compensation Committee considers the alignment relative to our peer group of the Company’s performance with compensation earned over a multi-year period and continues to believe that a multi-year evaluation is more appropriate in determining compensation than a single-year benchmark.
As the graph below shows, the Company’s performance with respect to total shareholder return over a 3-year period was at the 88th percentile among the companies in our peer group as of August 31, 2017. The realizable total direct compensation for Accenture’s chairman and chief executive officer was at the 33rd percentile, which indicates that relative company performance ranked higher than relative realizable pay, as compared to our peer group.
|
|
| We define realizable total direct compensation as the sum of the following, based on information reported in each companies’ most-recent annual proxy statement: |
| (1) | All cash compensation earned during the preceding 3-year period. |
| (2) | The value of all time-vested restricted shares, restricted share units, and (with respect to the peer companies) stock options granted during the preceding 3-year period, valued as of August 31, 2017. |
| (3) | The value of all performance-vested restricted shares and restricted share units granted during the preceding 3-year period, based on actual performance results or estimated performance to date (based on proxy disclosures), valued as of August 31, 2017. |
| The list of companies included in our peer group of companies used for benchmarking executive compensation are identified under “Compensation Discussion and Analysis—Fiscal 2017 Compensation Decisions—Role of Benchmarking” below. DXC Technology, a peer company, was not included in the above calculations due to lack of sufficient compensation data as of August 31, 2017. |
As noted above, the average realizable total direct compensation for all of our named executive officers for the same 3-year period was in the 18th percentile while our total shareholder return percentile was significantly higher.
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 37 |
|
Each year, the Compensation Committee considers the outcome of the shareholder advisory vote on executive compensation when making future decisions relating to the compensation of our named executive officers and our executive compensation program and policies. Shareholders continued to show strong support of our executive compensation programs, with approximately 96% of the votes cast for the approval of the “say-on-pay” proposal at our 2017 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 Committee determined not to implement any significant changes to our compensation programs in fiscal 2017 as a result of the shareholder advisory vote.
|
|
◥ |
PROCESS FOR DETERMINING EXECUTIVE COMPENSATION
The Compensation Committee evaluates overall Company performance for a fiscal year by reviewing the results achieved against the performance objectives for the year in the context of the overall performance of the market (as discussed below under “—Performance Objectives Used in Evaluations”) and then determining whether the Company exceeded, met or partially met the objectives as a whole for the year.
In October 2017, the Compensation Committee, in consultation with Messrs. Nanterme and Rowland, assessed the overall Company performance for fiscal 2017. In assessing overall Company performance, the Compensation Committee focused on those aspects of the Company’s performance reflected in the results discussed above. In making its determination, the Compensation Committee considered the Company’s strong fiscal 2017 performance as compared to the very strong performance in fiscal 2016. In addition, the Compensation Committee considered the Company’s sustained performance as it continued to execute its strategy of rotating to “the New,” which resulted in an increase in its investment in acquisitions. The Compensation Committee also specifically acknowledged the Company’s successful execution of its strategic objectives and the external recognition the Company received for its achievements across a variety of categories. The Compensation Committee determined that the Company’s performance “exceeded” the objectives for the year as a whole.
The Compensation Committee’s determination of the Company’s performance rating is then 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 Committee took into account as a key factor the individual performance rating for the chairman and chief executive officer it set together with the Nominating & Governance Committee and the lead director (who is also the chair of the Compensation Committee), as prescribed by the committees’ charters, and the individual performance ratings for the other named executive officers.
Performance Objectives Used in Evaluations
As discussed above, individual performance-based compensation is determined by evaluating performance against annual objectives, with no single objective being material to an individual’s overall performance evaluation. The objectives for fiscal 2017 were reviewed and approved by the Compensation Committee at the beginning of the fiscal year and served as one of the components against which the Nominating & Governance Committee, together with the Compensation Committee, considered Mr. Nanterme’s performance for fiscal 2017. These included financial objectives that were established at the beginning of the year by reference to annual fiscal-year performance targets set for Accenture with respect to revenue growth in local currency, operating margin, earnings per share, new bookings and free cash flow, as well as other non-financial objectives, as described below. After these company-wide performance objectives were determined by the Compensation Committee for Mr. Nanterme, relevant portions were then incorporated into the performance objectives of the other named executive officers. Each named executive officer other than Mr. Nanterme may also have additional objectives specific to his or her role. 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 important for creating shareholder value reduces the incentive to take excessive risk with respect to any single objective.
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 38 |
The Nominating & Governance Committee, together with the Compensation Committee, with respect to Mr. Nanterme, and Mr. Nanterme with respect to the other named executive officers, evaluated the annual performance of, and issued an individual performance rating for, each of the named executive officers for fiscal 2017, by assessing whether they exceeded, met or partially met their performance objectives for the year. The individual performance rating and evaluation were used by Mr. Nanterme in connection with setting his recommendations to the Compensation Committee for each of the named executive officers’ fiscal 2017 performance-based compensation, other than for himself. 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.
The named executive officers’ performance is evaluated against numerous measures organized within 3 broad themes—driving growth by helping Accenture’s clients become high performance businesses; educating, energizing and inspiring Accenture’s people; and running Accenture as a high performance business—and includes evaluations of the following:
Determination of Total Compensation Opportunity
As discussed above, our compensation programs are designed to provide each of the named executive officers a total compensation opportunity and structure that should result in realizable total direct compensation that aligns with the Company’s and the individual’s performance.
In determining the total compensation opportunity for each named executive officer, in addition to internal comparisons across our global management committee, the Compensation Committee also reviewed the total compensation opportunities of the named executive officers of the companies within our peer group, specifically analyzing the reported total compensation opportunity at the 50th and 75th percentiles of the peer group as frames of reference. The Compensation Committee believes that the Company’s programs are designed so that the named executive officers should only receive a level of compensation in the upper quartile of our peer group if both their individual performance and the Company’s performance are in the “exceeds” category, as discussed under “—Company Highlights—Fiscal 2017 Company Performance” above and “—Performance Objectives Used in Evaluations” above.
Comparison of Realizable Total Direct Compensation to Company Performance
Because the future performance of neither the Company nor the companies in our peer group are known at the time that the compensation opportunities under the Company’s programs are established, the Compensation 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 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 in “—Pay-for-Performance” above.
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 39 |
FISCAL 2017 COMPENSATION DECISIONS
Summaries of the processes undertaken and the compensation decisions made by the Compensation Committee in October 2017 for our chairman and chief executive officer and the other named executive officers of the Company are set out below.
Chairman and Chief Executive Officer
At a meeting in October 2017, the Nominating & Governance Committee, together with the Compensation Committee, set Mr. Nanterme’s individual performance rating for fiscal 2017 at a level consistent with the overall Company performance rating, which was in the “exceeds” category. In making this determination, the committees took into account the Company’s continued strong performance for fiscal 2017 as compared to the very strong results in fiscal 2016, Mr. Nanterme’s leadership (including feedback solicited by our chief leadership & human resources officer from members of our global management committee and other senior leaders) and the impact that he had on the Company’s performance, as well as his performance against a set of performance “objectives,” some of which were Company-based performance objectives, as described above under “—Process for Determining Executive Compensation.” In evaluating performance against the objectives, no formula or pre-determined weighting was used, and no one objective was individually material. Mr. Nanterme was not present during the committees’ review of his performance.
At a subsequent meeting, the Compensation Committee and its independent compensation consultant reviewed a market trends report, chief executive officer pay benchmarking report and the pay-for-performance report discussed below under “—Role of Benchmarking.” As part of this review, when setting Mr. Nanterme’s final 2017 compensation, the Compensation Committee considered the Company’s performance results for fiscal 2017; sustained historical performance results achieved over multiple years; external market references (including absolute and relative performance against peers); internal compensation references; and the leadership role of Mr. Nanterme. Mr. Nanterme was not involved in setting his compensation and was not present during the Compensation Committee’s review of his compensation.
As a result of its fiscal 2017 assessments and data provided by its compensation consultant, the Compensation Committee approved the following compensation elements for Mr. Nanterme set out below:
| Compensation Element | Chairman and Chief Executive Officer Compensation Decisions | |
|
Base Compensation
|
Base compensation of €900,000.
| |
|
Global Annual Bonus
|
Fiscal 2017 cash bonus of €2,723,000.
| |
|
Long-Term Equity Compensation
|
Equity awards with a target grant date fair value of approximately $16,250,000 to be made in January 2018.
The Key Executive Performance Share Program, which has a target grant date fair value of $14,000,000, represents approximately 86% of the equity to be granted to Mr. Nanterme and will vest, if at all, following the completion of fiscal 2020 based on future Company performance over a 3-year period. The remaining $2,250,000 representing approximately 14% of the equity to be granted to Mr. Nanterme, will vest on a time-based schedule under the Accenture Leadership Performance Equity Award Program.
|
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 40 |
|
CHAIRMAN & CEO FISCAL 2017 COMPENSATION DECISIONS
|
Named Executive Officers Other than the Chairman and Chief Executive Officer
In determining the fiscal 2017 compensation of the named executive officers, other than the chairman and chief executive officer, Mr. Nanterme submitted a recommendation to the Compensation Committee for the overall compensation of each of these officers for the committee’s review, discussion and approval. In making these recommendations, Mr. Nanterme considered the following 4 factors:
Individual contribution and leadership of each named executive officer were measured against the relevant portions of the performance “objectives” as described above in “—Process for Determining Executive Compensation—Performance Objectives Used in Evaluations.” Management and the Compensation 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.
Mr. Nanterme discussed with the Compensation Committee the leadership role and performance of each of the named executive officers, other than himself. For the other named executive officers, to the extent applicable, Mr. Nanterme also discussed with the Compensation Committee the financial results of the businesses for which they were responsible. In developing his recommendations to the Compensation Committee for the compensation of such named executive officers, Mr. Nanterme considered information on market-comparable compensation provided by Willis Towers Watson. Before making the final compensation decisions for the year, the Compensation Committee reviewed the recommendations of Mr. Nanterme.
79% January 2018 equity awards change from prior year: 11% 86% of the equity awards are granted under our key executive performance share program and will vest if at all based on future company performance over a 3-year period. 5% base compensation no change from prior year 16% fiscal 2017 global annual bonus change from prior year 7%
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 41 |
Based upon Mr. Nanterme’s recommendations, the Compensation Committee’s assessment of each of the other named executive officers’ fiscal 2017 performance and their upcoming responsibilities, and the other considerations described in this Compensation Discussion and Analysis, the Compensation Committee approved the following compensation elements for the named executive officers other than the chairman and chief executive officer:
| Compensation Element | Other Named Executive Officer Compensation Decisions | |
|
Base Compensation |
Base compensation, taken as a whole, increased an average of 1% in local currency compared to base compensation for the prior compensation year.
| |
|
Global Annual Bonus |
Fiscal 2017 cash bonus, taken as a whole, decreased an average of 7% in local currency compared to the total cash bonus for fiscal 2016, reflecting continued strong Company and individual performance for fiscal 2017 following very strong fiscal 2016 results.
| |
|
Long-Term Equity Compensation |
The total target grant date fair value of the equity awards to be made in January 2018, taken as a whole, increased 3% compared to fiscal 2017.
Grants under the Key Executive Performance Share Program, with a target grant date fair value of $8,850,000, representing 72% of the collective equity to be granted to our other named executive officers, will vest, if at all, following the completion of fiscal 2020 based on 3-year Company performance; Grants totaling $3,400,000, representing approximately 28% of the collective equity granted to our other named executive officers, will vest on a time-based schedule under the Accenture Leadership Performance Equity Award Program.
|
To support the Compensation Committee, the Compensation Committee’s Independent Compensation Consultant performs extensive analyses focusing on executive compensation trends, compensation opportunity, total realizable pay, the difficulty of achieving incentive plan goals and pay-for-performance alignment.
Fiscal 2017 Peer Group
The Compensation Committee reviews and approves a peer group 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 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:
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 42 |
During fiscal 2017, the Compensation Committee removed Computer Sciences Corporation, EMC Corporation and Xerox Corporation following a corporate reorganization at each of those companies and consolidation in those industries. The Compensation Committee added Chubb Limited, DXC Technology Company, Honeywell International Inc. and Intel Corporation to the Company’s peer group. The Compensation Committee believes this grouping 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. This group of companies is different from the peer group companies used for measuring total shareholder return for the Key Executive Performance Share Program for the reasons explained in “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table—Key Executive Performance Share Program” below.
|
PEER GROUP FOR ASSESSING FISCAL 2017 COMPENSATION |
◥ | |||||||||||
| Aon plc | Honeywell International Inc. | |||||||||||
| Automatic Data Processing, Inc. | Intel Corporation | |||||||||||
| Chubb Limited | International Business Machines Corporation | |||||||||||
| Cisco Systems, Inc. | Lockheed Martin Corporation | |||||||||||
| Cognizant Technology Solutions Corporation | Marsh & McLennan Companies, Inc. | |||||||||||
| DXC Technology Company | Microsoft Corporation | |||||||||||
| Hewlett Packard Enterprise Company | Oracle Corporation | |||||||||||
| ACCENTURE VS. PEER GROUP*
|
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|
|
|||||||||||
| * Reflects the most recent fiscal year end results
|
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The Compensation Committee also reviewed, for reference, a report prepared by Willis Towers Watson for management based on (1) the most recent available published survey data and (2) data from the peer companies’ most recent proxy filings on compensation levels of the highest-paid executives at comparably large companies. The Compensation Committee uses this information to understand the current compensation practices in the broader marketplace. While providing valuable background information, this information did not materially affect the determination of the compensation of any named executive officer for fiscal 2017.
This section describes the elements of our named executive officers’ compensation, which consist of the following:
|
CASH COMPENSATION |
◥ |
LONG-TERM EQUITY COMPENSATION |
◥ | |||||
|
• Base Compensation
• Global Annual Bonus
|
• Key Executive Performance Share Program
• Accenture Leadership Performance Equity Program
• Voluntary Equity Investment Program
| |||||||
Cash compensation for Accenture’s named executive officers consists of 2 components: base compensation and the Global Annual Bonus, each of which are described below.
Base Compensation
Base compensation provides a fixed level of compensation to a named executive officer each year and reflects the 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 at the beginning of the compensation year, which begins on December 1 of each year.
NET REVENUE Accenture 53rd Percentile MARKET CAPITALIZATION Accenture 53rd Percentile
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 43 |
Global Annual Bonus
The Global Annual Bonus is designed to tie pay to both individual and Company performance. Funds are accrued during the fiscal year based on Company financial performance, compared to the earnings and profitability targets for the year. Final overall funding decisions are made at the end of the fiscal year based primarily upon the Company’s performance against these targets and are subject to approval by the Compensation Committee. Once the program’s Company-wide funding for the year is finalized, individual payout is determined based on each eligible employee’s career level within the Company and individual performance rating. Payments under this program are made in December. 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 (approximately 6,600 employees), in addition to our named executive officers, are generally eligible for the Global Annual Bonus.
Each of the named executive officers was assigned an annual target opportunity range that is a percentage of his or her base compensation. For Mr. Nanterme, this percentage ranged from zero to 350% of base compensation (the same as last year’s range). For Mr. Rowland, this percentage ranged from zero to 175% of base compensation (an increase from last year’s range of zero to 145% of base compensation to align with market relevant compensation). For the other named executive officers, this percentage ranged from zero to 145% of base compensation (the same as last year’s range). 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 under the plan and his or her individual annual performance rating, subject to a cap on the maximum payout. The Compensation Committee took the Company’s strong performance in fiscal 2017 compared to its very strong performance in fiscal 2016 into consideration in approving an overall funding percentage for the Global Annual Bonus that was partially funded.
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 a 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 2017, equity compensation awards for our named executive officers were approved under the following 3 separate programs.
| Program | Eligible Employees | Objective | ||
|
Key Executive Performance Share Program |
Named executive officers and other members of our global management committee |
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 period, encourage retention and align the interests of eligible participants with our shareholders.
| ||
|
Accenture Leadership Performance Equity Award Program |
Members of Accenture Leadership |
Recognize and reward high performers based on their individual performance and the Company’s performance, in each case, during the prior fiscal year, encourage retention and align the interests of eligible participants with our shareholders.
| ||
|
Accenture Leadership Voluntary Equity Investment Program |
Members of Accenture Leadership |
Encourage share ownership among Accenture Leadership through voluntary monthly purchases of shares via payroll deductions, with a 50% RSU matching grant opportunity upon satisfaction of program terms.
|
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 and members of the global management committee 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
The Key Executive Performance Share Program is the primary program under which the Compensation Committee grants RSUs to the named executive officers and members of our global management committee and is intended to be the most significant single element of our named executive officers’ compensation over time. The program rewards these individuals for driving the Company’s business to meet performance objectives related to 2 metrics: operating income results and relative total shareholder return, in each case over a 3-year period. For grants made with respect to fiscal 2017, the Company continued its approach of weighting operating income results more heavily than total shareholder return. The
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 44 |
compensation opportunity under these grants will be based on performance weighted 75% on cumulative operating income results and 25% on cumulative total shareholder return, in each case over a 3-year period. This approach recognizes that operating income more accurately reflects the Company’s performance against its objectives. Vesting of grants under the program depends on Accenture’s cumulative performance against these metrics over the 3-year period. The Company believes this is important because it aligns a significant portion of the named executive officers’ realizable total direct compensation against performance over an extended period. For example, a period of poor performance against the Company’s operating income or 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 total shareholder return for the 3-year period from fiscal 2015 through fiscal 2017, the 2015 Key Executive Performance Share Program awards vested at 110.6% of the target level (see also “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table—Key Executive Performance Share Program” below).
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, which awards will vest in equal installments over a 3-year period with shortened vesting schedules applicable to participants who are age 50 or older. Each of the named executive officers is eligible for grants under this program based on his or her annual performance rating for fiscal 2017. The number of RSUs granted to members of Accenture Leadership under this program may also be adjusted based on Company performance.
Voluntary Equity Investment Program
The Voluntary Equity Investment Program is a matching program that further encourages share ownership among all members of Accenture Leadership, who may designate up to 30% of their cash compensation to make monthly purchases of Accenture plc Class A ordinary shares. Total contributions from all participating members of Accenture Leadership under this program may be limited at the discretion of the Compensation Committee. Following the end of the program year, participants who continue to be employed are awarded a 50% matching RSU grant that generally vests 2 years later, which enables members of Accenture Leadership to receive 1 RSU for every 2 shares they purchased during the year, provided they do not sell or transfer the purchased shares prior to the matching grant date (see also “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” below).
Consistent with the Company’s compensation philosophy, the Company provides only limited personal benefits to the named executive officers. These include the use of an automobile and driver for the chairman and chief executive officer, premiums paid on life insurance policies and tax-return preparation services. Mr. Casati, who is based in Singapore, receives a housing allowance and maintenance costs. In addition, a gift to an educational institution made by Mr. Rowland in fiscal 2017 was matched by the Company under the charitable gift matching program applicable to all U.S. employees. Additional discussion of the personal benefits and other compensation provided to the named executive officers in fiscal 2017 is included in the “Summary Compensation Table” below.
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 6 times his or her base compensation by the 5th anniversary of becoming a named executive officer. Each of our named executive officers maintains ownership of Accenture equity in excess of the
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 45 |
requirement. Named executive officers may only satisfy this ownership requirement through the holdings they acquire pursuant to the Company’s share programs, and the Company does not apply holding periods to any specific equity award beyond its vesting date(s).
All employees, including our named executive officers, and members of the Board, are subject to a policy that prohibits them (or their designees) from purchasing shares on margin or purchasing financial instruments that are designed to hedge or offset any fluctuations in the market value of the Company’s equity securities they hold, whether or not such securities were acquired from Accenture’s equity compensation programs.
Our chairman and chief executive officer and the members of our global management committee, other key employees and members of the Board are 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 Messrs. Rowland and van ’t Noordende and Ms. Sweet, 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 of control, U.S. Internal Revenue Code section 280G or other tax gross-up payments related to a change of control or other features that have been found in executive employment agreements in the Company’s industry, 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 performance of the Company’s business, rather than by virtue of longer-term employment agreements. This is consistent with the Company’s objective to reward individual performance and support the achievement of its business objectives. For more information, see “Potential Payments Upon Termination” below.
Similarly, except as described below under “Pension Benefits for Fiscal 2017,” the Company has chosen not to contribute to pension or other retirement plans for any of the current named executive officers and does not offer significant deferred cash compensation or other post-employment benefits to such officers. Mr. Rowland became a participant in the Company’s U.S. pension plan prior to assuming a leadership role with the Company. As described under “Pension Benefits for Fiscal 2017” below, the benefits for Mr. Rowland under this plan were frozen on August 31, 2000. The plan was terminated for the majority of plan participants, including Mr. Rowland, effective May 30, 2016.
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 (see “Potential Payments upon Termination” below).
Global Management Committee Retirement Provisions
On October 22, 2014, the Compensation Committee approved retirement provisions related to cash payments in lieu of receiving RSUs under the Accenture Leadership Performance Equity Award Program that are intended to generally apply to all global management committee members (see “Potential Payments upon Termination” below). While the provisions are intended to replace most individual retirement decisions, the Compensation Committee may, from time to time, approve individual separation arrangements with global management committee members that have varying terms.
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 of 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 of control.
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 46 |
Accenture has a clawback policy that applies to both incentive cash bonus and equity-based incentive compensation awarded to the Company’s chairman and chief executive officer, members of the global management committee and approximately 240 of its most senior leaders. Under the policy, to the extent permitted by applicable law and subject to the approval of the Compensation 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 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.
Under the terms of Mr. Nanterme’s employment agreement, a violation of his obligations of confidentiality, non-competition and/or non-solicitation would result in a repayment by him of 6 months of base compensation.
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. For example, 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), 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 2017, management performed an annual comprehensive review for the Compensation 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:
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 47 |
The Compensation 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 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 Committee:
The Compensation Committee
Marjorie Magner, Chair
Herbert Hainer
William L. Kimsey
Paula A. Price
Arun Sarin
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Compensation Committee is composed solely of independent directors. During fiscal 2017, the following directors served on our Compensation Committee: Marjorie Magner, Herbert Hainer, William L. Kimsey, Paula A. Price, Arun Sarin and Dina Dublon. During fiscal 2017, no member of our Compensation 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 Committee during fiscal 2017.
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 48 |
The table below sets forth the compensation earned by or paid to our named executive officers during the fiscal years ended August 31, 2015, 2016 and 2017. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards, as further described below.
| Year
|
Salary($)
|
Bonus($)
|
Stock
|
Option
|
Non-Equity
|
Change in & Nonqualified
|
All Other
|
Total($)
|
||||||||||||||||||||||||
|
Pierre Nanterme(4) |
| |||||||||||||||||||||||||||||||
| Chairman and Chief Executive Officer
|
| |||||||||||||||||||||||||||||||
| 2017 | $ | 978,649 | — | $ | 15,736,152 | — | $ | 2,982,998 | — | $ | 106,310 | $ | 19,804,109 | |||||||||||||||||||
| 2016 | $ | 957,585 | $ | 1,000,000 | $ | 13,340,225 | — | $ | 3,121,877 | — | $ | 80,156 | $ | 18,499,843 | ||||||||||||||||||
| 2015 | $ | 1,010,664 | — | $ | 11,696,292 | — | $ | 2,990,047 | — | $ | 79,211 | $ | 15,776,214 | |||||||||||||||||||
|
David P. Rowland |
| |||||||||||||||||||||||||||||||
| Chief Financial Officer
|
| |||||||||||||||||||||||||||||||
| 2017 | $ | 1,136,125 | — | $ | 3,335,909 | — | $ | 1,640,280 | $ | 19,647 | (5) | $ | 38,442 | $ | 6,170,403 | |||||||||||||||||
| 2016 | $ | 1,136,125 | — | $ | 2,654,261 | — | $ | 1,613,875 | $ | 94,075 | (5) | $ | 37,647 | $ | 5,535,983 | |||||||||||||||||
| 2015 | $ | 1,122,781 | — | $ | 2,415,292 | — | $ | 1,459,616 | $ | 15,785 | (5) | $ | 5,955 | $ | 5,019,429 | |||||||||||||||||
|
Gianfranco Casati(6) |
| |||||||||||||||||||||||||||||||
| Group Chief Executive—Growth Markets
|
| |||||||||||||||||||||||||||||||
| 2017 | $ | 1,015,975 | — | $ | 3,066,513 | — | $ | 1,157,922 | — | $ | 211,562 | $ | 5,451,972 | |||||||||||||||||||
| 2016 | $ | 967,329 | — | $ | 2,439,681 | — | $ | 1,225,760 | — | $ | 242,800 | $ | 4,875,570 | |||||||||||||||||||
| 2015 | $ | 1,015,914 | — | $ | 2,202,266 | — | $ | 1,242,549 | — | $ | 274,827 | $ | 4,735,556 | |||||||||||||||||||
|
Alexander M. van ’t Noordende |
| |||||||||||||||||||||||||||||||
| Group Chief Executive—Products
|
| |||||||||||||||||||||||||||||||
| 2017 | $ | 1,136,125 | — | $ | 3,455,206 | — | $ | 1,359,090 | — | $ | 9,299 | $ | 5,959,720 | |||||||||||||||||||
| 2016 | $ | 1,136,125 | — | $ | 2,807,747 | — | $ | 1,476,963 | — | $ | 7,960 | $ | 5,428,795 | |||||||||||||||||||
| 2015 | $ | 1,136,125 | — | $ | 2,221,912 | — | $ | 1,354,261 | — | $ | 10,241 | $ | 4,722,539 | |||||||||||||||||||
|
Julie Sweet |
| |||||||||||||||||||||||||||||||
| Chief Executive Officer—North America
|
| |||||||||||||||||||||||||||||||
| 2017 | $ | 1,136,125 | — | $ | 3,193,838 | — | $ | 1,225,992 | — | $ | 25,811 | $ | 5,581,766 | |||||||||||||||||||
| 2016 | $ | 1,136,125 | — | $ | 2,500,335 | — | $ | 1,431,518 | — | $ | 6,009 | $ | 5,073,987 | |||||||||||||||||||
| 2015 | $ | 1,136,125 | — | $ | 1,939,802 | — | $ | 1,329,266 | — | $ | 109,904 | $ | 4,515,097 | |||||||||||||||||||
| (1) | Represents 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 11 (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, 2017. Terms of the stock awards for fiscal 2017 performance are summarized under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation” above and for awards granted in 2017 in “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” below. With respect to amounts included for the Key Executive Performance Share Program awards, the estimate of the grant date fair value determined in accordance with Topic 718, which is based on probable outcome as of the grant date, assumes vesting between target and maximum. Assuming the achievement of either the probable outcome as of the grant date or maximum performance, the aggregate grant date fair value of the Key Executive Performance Share Program awards for each fiscal year included in this column would be as follows: |
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation |
49 |
| Key Executive Performance Share Program
|
||||||||||||
| Year
|
Grant Date Fair Value Based on Probable Outcome
|
Grant Date Fair Value
|
||||||||||
| Mr. Nanterme |
2017 | $14,546,213 | $20,249,949 | |||||||||
| 2016 | $12,150,291 | $16,987,475 | ||||||||||
| 2015 | $10,862,968 | $15,299,955 | ||||||||||
| Mr. Rowland |
2017 | $ 2,585,967 | $ 3,599,954 | |||||||||
| 2016 | $ 1,904,296 | $ 2,662,419 | ||||||||||
| 2015 | $ 1,890,363 | $ 2,662,484 | ||||||||||
| Mr. Casati |
2017 | $ 2,316,571 | $ 3,224,925 | |||||||||
| 2016 | $ 1,689,716 | $ 2,362,412 | ||||||||||
| 2015 | $ 1,677,338 | $ 2,362,447 | ||||||||||
| Mr. van ’t Noordende |
2017 | $ 2,316,571 | $ 3,224,925 | |||||||||
| 2016 | $ 1,689,716 | $ 2,362,412 | ||||||||||
| 2015 | $ 1,677,338 | $ 2,362,447 | ||||||||||
| Ms. Sweet |
2017 | $ 2,316,571 | $ 3,224,925 | |||||||||
| 2016 | $ 1,689,716 | $ 2,362,412 | ||||||||||
| 2015 | $ 1,677,338 | $ 2,362,447 | ||||||||||
| As described above under “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 were granted in recognition of the prior fiscal year’s performance. |
| (2) | Amounts reflect payments that were or will be made in December 2017, December 2016 and December 2015 under the Global Annual Bonus program with respect to the 2017, 2016 and 2015 fiscal years, respectively. The terms of the Global Annual Bonus are summarized under “Compensation Discussion and Analysis—Compensation Programs—Cash Compensation—Global Annual Bonus” above. |
| (3) | In accordance with the SEC’s disclosure rules, perquisites and other personal benefits provided to Mr. van ’t Noordende for fiscal 2017 are not included because the aggregate incremental value of these items was less than $10,000. The incremental costs of perquisites and other personal benefits provided to Mr. Nanterme for fiscal 2017 were $60,788 for a car and driver, $24,176 for tax preparation and audit-related fees and $1,904 to attend an event. The incremental cost of Mr. Nanterme’s car and driver was computed based on the actual fees paid to a service provider. In addition, on one occasion during fiscal 2017, Mr. Nanterme was accompanied by a family member and a guest during business travel on a Company-chartered aircraft. There was no incremental cost to the Company associated with this travel. The incremental costs of perquisites and other personal benefits provided to Mr. Rowland for fiscal 2017 include a $22,500 matching gift under our charitable gift matching program applicable to all U.S. employees to an educational institution where the Company recruits. The incremental costs of perquisites and other benefits provided to Mr. Rowland for fiscal 2017 also include $6,500 for tax preparation fees. The incremental costs of perquisites and other personal benefits provided to Mr. Casati for fiscal 2017 were $207,182 for a housing allowance and maintenance costs and $1,612 for tax preparation fees. The incremental costs of perquisites and other personal benefits provided to Ms. Sweet for fiscal 2017 were $13,000 for tax preparation fees. |
| Also included for fiscal 2017 are life insurance premium payments of $10,469 for Mr. Nanterme, $8,195 for Mr. Rowland, $2,768 for Mr. Casati, $4,362 for Mr. van ’t Noordende and $3,956 for Ms. Sweet, and payments of $1,247 to Mr. Rowland, $1,588 to Mr. van ’t Noordende and $8,855 to Ms. Sweet as reimbursement for excess taxes paid by them in jurisdictions in which those executives provided services to the Company outside of their respective home jurisdictions. These services resulted in taxes due in excess of the rate applicable to their respective home jurisdictions, which excesses were reimbursed by the Company. The amounts also include payments of $3,349 to Mr. van ’t Noordende for tax equalization under the Company’s same sex medical benefit equalization policy. The amounts further include $8,972 for Mr. Nanterme for profit sharing mandated by French law. |
| Also, in accordance with applicable SEC rules, the value of dividend equivalents credited or otherwise allocated to RSUs in the form of additional RSUs with the same vesting terms as the original awards is not included in the “All Other Compensation” column because their value is factored into the grant date fair value of RSU awards. Additional RSUs awarded in connection with dividend adjustments are subject to vesting and delivery conditions as part of the underlying awards. |
| (4) | Mr. Nanterme is based in Europe and is compensated in euros. We converted his fiscal 2017 salary, his 2017 Non-Equity Incentive Plan Compensation amount, his local life insurance premium payment, his tax preparation and audit-related fees, the costs related to attending an event, his profit sharing mandated by French law and the incremental cost of his car and driver to U.S. dollars at an exchange rate of 0.91284, which was the average monthly translation rate for fiscal 2017. His 2017 Non-Equity Incentive Plan Compensation amount in Euros was approximately €2.7 million, which was a 7% decrease from his 2016 Non-Equity Incentive Plan Compensation amount of €2.9 million. |
| (5) | Mr. Rowland is our only named executive officer who had benefits during the relevant years under a defined benefit pension plan to which the Company contributed. He became a participant in the pension plan prior to assuming a leadership role at the Company, and his benefits under the plan were frozen on August 31, 2000; accordingly, there were no additional accruals in fiscal 2017. The actuarial present value of his accumulated pension benefit increased by $19,647 during fiscal 2017 due solely to the passage of time and a change in the applicable discount and mortality rates. In fiscal 2017, Mr. Rowland received a lump sum payment in connection with the termination of the pension plan. The terms of his pension arrangements are summarized under “Pension Benefits for Fiscal 2017” below. |
| (6) | Mr. Casati is based in Singapore and is compensated in Singapore dollars. We converted his fiscal 2017 salary, his 2017 Non-Equity Incentive Plan Compensation amount, his local life insurance premium payment and the cost of his housing allowance and maintenance costs to U.S. dollars at an exchange rate of 1.39473, which was the average monthly translation rate for fiscal 2017. |
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 50 |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2017
The table below summarizes each grant of an equity or non-equity award made to the named executive officers during fiscal 2017 under any incentive plan.
| Name
|
Grant Date
|
Date of
|
Estimated Possible Payouts Under |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other of Shares of Stock or Units(#)
|
Grant
|
||||||||||||||||||||||||||||||||||
| Threshold($)
|
Target($)
|
Maximum($)
|
Threshold(#)
|
Target(#)
|
Maximum(#)
|
|||||||||||||||||||||||||||||||||||
|
Pierre Nanterme |
|
1/1/2017 |
|
|
10/24/2016 |
|
|
— |
|
|
— |
|
|
— |
|
|
57,559 |
(3) |
|
115,124 |
(3) |
|
172,678 |
(3) |
|
— |
|
$ |
14,546,213 |
| ||||||||||
| 1/1/2017 | 10/24/2016 | — | — | — | — | — | — | 10,147 | (4) | $ | 1,189,939 | |||||||||||||||||||||||||||||
| 10/24/2016 | 10/24/2016 | — | $ | 1,971,868 | $ | 3,450,769 | — | — | — | — | — | |||||||||||||||||||||||||||||
| David P. Rowland | 1/1/2017 | 10/24/2016 | — | — | — | 10,232 | (3) | 20,466 | (3) | 30,698 | (3) | — | $ | 2,585,967 | ||||||||||||||||||||||||||
| 1/1/2017 | 10/24/2016 | — | — | — | — | — | — | 6,395 | (4) | $ | 749,942 | |||||||||||||||||||||||||||||
| 10/24/2016 | 10/24/2016 | — | $ | 1,406,523 | $ | 1,988,219 | — | — | — | — | — | |||||||||||||||||||||||||||||
| Gianfranco Casati | 1/1/2017 | 10/24/2016 | — | — | — | 9,166 | (3) | 18,334 | (3) | 27,500 | (3) | — | $ | 2,316,571 | ||||||||||||||||||||||||||
| 1/1/2017 | 10/24/2016 | — | — | — | — | — | — | 6,395 | (4) | $ | 749,942 | |||||||||||||||||||||||||||||
| 10/24/2016 | 10/24/2016 | — | $ | 1,025,861 | $ | 1,480,099 | — | — | — | — | — | |||||||||||||||||||||||||||||
| Alexander M. van ’t Noordende | 1/1/2017 | 10/24/2016 | — | — | — | 9,166 | (3) | 18,334 | (3) | 27,500 | (3) | — | $ | 2,316,571 | ||||||||||||||||||||||||||
| 1/1/2017 | 10/24/2016 | — | — | — | — | — | — | 6,395 | (4) | $ | 749,942 | |||||||||||||||||||||||||||||
| 1/5/2017 | 7/11/2016 | — | — | — | — | — | — | 3,413 | (5) | $ | 388,694 | |||||||||||||||||||||||||||||
| 10/24/2016 | 10/24/2016 | — | $ | 1,141,806 | $ | 1,647,381 | — | — | — | — | — | |||||||||||||||||||||||||||||
| Julie Sweet | 1/1/2017 | 10/24/2016 | — | — | — | 9,166 | (3) | 18,334 | (3) | 27,500 | (3) | — | $ | 2,316,571 | ||||||||||||||||||||||||||
| 1/1/2017 | 10/24/2016 | — | — | — | — | — | — | 6,395 | (4) | $ | 749,942 | |||||||||||||||||||||||||||||
| 1/5/2017 | 7/11/2016 | — | — | — | — | — | — | 1,118 | (5) | $ | 127,325 | |||||||||||||||||||||||||||||
| 10/24/2016 | 10/24/2016 | — | $ | 1,141,806 | $ | 1,647,381 | — | — | — | — | — | |||||||||||||||||||||||||||||
| (1) | Represents cash award target opportunity range made pursuant to the Global Annual Bonus, the terms of which are summarized under “Compensation Discussion and Analysis—Compensation Programs—Cash Compensation—Global Annual Bonus” and “Compensation Discussion and Analysis—Process for Determining Executive Compensation—Performance Objectives Used in Evaluations” above. For Mr. Nanterme, the cash award target was 200% of his base compensation, for Mr. Rowland, the cash award target was 124% of his base compensation, and for the other named executive officers, the cash award target was, on average, 101% of base compensation. The amounts for Mr. Nanterme, who is compensated in euros, and Mr. Casati, who is compensated in Singapore dollars, were converted into U.S. dollars at exchange rates of 0.91284 and 1.39473, respectively, which were the average monthly translation rates for the month in which the applicable payments were actually made. For the actual amounts to be paid to each named executive officer, see the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above and the applicable footnote. Amounts reported under the “Maximum” column represent the highest end of the target opportunity range. |
| (2) | 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 2017 Key Executive Performance Share Program, the grant date fair value assumes vesting between target and maximum. |
| (3) | Reflects RSU grants made pursuant to the 2017 Key Executive Performance Share Program, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Key Executive Performance Share Program” above. |
| (4) | Represents RSU grant made pursuant to the 2017 Accenture Leadership Performance Equity Award Program in recognition of fiscal year 2016 performance, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Accenture Leadership Performance Equity Award Program” above. |
| (5) | Represents matching RSU grant made pursuant to the Voluntary Equity Investment Program, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Voluntary Equity Investment Program” above. |
NARRATIVE SUPPLEMENT TO SUMMARY COMPENSATION TABLE AND TO GRANTS OF PLAN-BASED AWARDS TABLE
Global Annual Bonus
Our Global Annual Bonus program is described under “Compensation Discussion and Analysis—Compensation Programs—Cash Compensation—Global Annual Bonus” and “Compensation Discussion and Analysis—Process for Determining Executive Compensation—Performance Objectives Used in Evaluations” above.
Key Executive Performance Share Program
Our Key Executive Performance Share Program is described generally under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Key Executive Performance Share Program” above. The description below relates to the RSU grants we made to our named executive officers in fiscal 2017 pursuant to the Key
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 51 |
Executive Performance Share Program, which have a 3-year performance period beginning on September 1, 2016 and ending on August 31, 2019. The Compensation Committee determined that the compensation opportunity under these grants will be based on performance weighted 75% on cumulative program specific operating income results and 25% on cumulative total shareholder return, in each case over that 3-year period.
| • | Operating income results. Up to 75% of the total RSUs granted to a named executive officer on January 1, 2017 under this program will vest, if at all, at the end of the 3-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 Committee approves an operating income plan for this program that the Compensation Committee and its compensation consultant deem to be challenging. The aggregate of these 3 annual operating income plans forms the reference, or target, for measuring aggregate operating income results over the 3 years. A performance rate is then calculated as the actual aggregate operating income divided by the target aggregate operating income, with the percentage vesting of RSUs determined as follows: |
| Performance Level | Accenture Performance Rate Versus Target |
Percentage of RSUs Granted that Vest |
||||
|
Maximum
|
110% or greater
|
|
75%
|
| ||
|
Target
|
100%
|
|
50%
|
| ||
|
Threshold
|
80%
|
|
25%
|
| ||
|
Below Threshold
|
Less than 80%
|
|
0%
|
| ||
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.
| • | Total shareholder return. Up to 25% of the total RSUs granted to a named executive officer on January 1, 2017 under this program will vest, if at all, at the end of the 3-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. 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, 2019), 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, 2016). In order to compare Accenture’s 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 follows: |
| Performance Level | Accenture Percentile Rank (Measured as a Percentile) |
Percentage of RSUs Granted That Vest |
||||
|
Maximum
|
Accenture is ranked at or above the 75th percentile
|
|
25%
|
| ||
|
Target
|
Accenture is ranked at the 60th percentile
|
|
17%
|
| ||
|
Threshold
|
Accenture is ranked at the 40th percentile
|
|
8%
|
| ||
|
Below Threshold
|
Accenture is ranked below the 40th percentile
|
|
0%
|
| ||
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.
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 52 |
For fiscal 2017, the following comparison companies, together with the S&P 500 Total Return Index, are used for measuring total shareholder return for the Key Executive Performance Share Program. These companies were chosen in advance of the 2017 compensation year.
|
KEY EXECUTIVE PERFORMANCE SHARE PROGRAM PEER GROUP |
◥ | |||||
| Aon plc | International Business Machines Corporation | |||||
| Automatic Data Processing, Inc. | Marsh & McLennan Companies, Inc. | |||||
| Cap Gemini S.A. | Microsoft Corporation | |||||
| Cisco Systems, Inc. | Oracle Corporation | |||||
| Cognizant Technology Solutions Corporation | SAP SE | |||||
| Hewlett Packard Enterprise Company1 | S&P 500 Total Return Index | |||||
| Infosys Limited | Xerox Corporation2 | |||||
| 1 Hewlett Packard Enterprise Company was subsequently removed from the list of peer companies following a corporate reorganization.
2 The total shareholder return calculation for Xerox Corporation is being modified to include, on an adjusted basis, a pro-rata portion of the performance of Conduent Incorporated following the spin-off of Conduent from its business.
|
||||||
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 our peer group of companies used for benchmarking executive compensation generally and identified under “Compensation Discussion and Analysis—Fiscal 2017 Compensation Decisions—Role of Benchmarking” above. These companies and the S&P 500 Total Return Index together were determined to yield a better comparative group for purposes of evaluating total shareholder return.
Accenture plc Class A ordinary shares underlying the RSUs granted under the Key Executive Performance Share Program that vest are delivered following the Compensation 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, 2016 and January 1, 2017, and each, 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-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 2017 are set forth in footnote 4 to the “Outstanding Equity Awards at August 31, 2017” table below.
The terms 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.
Accenture Leadership Performance Equity Award Program
The Accenture Leadership Performance Equity Award Program is described generally under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Accenture Leadership Performance Equity Award Program” above. As described in such section, awards under this program are generally granted in January in recognition of prior fiscal year performance.
In general, grants under the Accenture Leadership Performance Equity Award Program made prior to fiscal 2017 vest in 3 equal installments on each July 19 (the anniversary date of our initial public offering) following the grant date until fully vested. Beginning with awards made in fiscal 2017, grants under the Accenture Leadership Performance Equity Award Program vest in 3 equal annual 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 the shortest vesting periods applicable to participants who are age 56 or older on the grant date. As a result, a shorter vesting schedule applied for all or a portion of the RSUs granted under this program to each of our named executive officers, except Ms. Sweet, in fiscal 2017, as further
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 53 |
shown in the “Stock Vested in Fiscal 2017” table below. The actual vesting schedules for these awards outstanding at fiscal year-end are set forth in footnote 1 to the “Outstanding Equity Awards at August 31, 2017” table below.
The terms of this program 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.
Voluntary Equity Investment Program
Under the Voluntary Equity Investment Program, members of Accenture Leadership, including all of our named executive officers, 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 contributions made in the previous month. Participants are awarded a 50% matching RSU grant after the last purchase of the program year in the form of 1 RSU for every 2 shares that have been purchased during the previous program year and that have not been sold or transferred prior to the awarding of the matching grant. This matching grant will generally vest in full 2 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 will not receive a matching grant. Total contributions from all participating members of Accenture Leadership under this program may be limited at the discretion of the Compensation Committee. In the last completed program year, which ran from January to December 2016, Ms. Sweet and Mr. van ’t Noordende participated in the Voluntary Equity Investment Program and, based on her and his purchases through the program, received a grant of matching RSUs under the Voluntary Equity Investment Program in fiscal 2017 as indicated above.
The terms of this program 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.
Clawback Policy
Our equity awards are subject to clawback under specified conditions, as described under “Compensation Discussion and Analysis—Additional Information—Clawback Policy” above.
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 54 |
OUTSTANDING EQUITY AWARDS AT AUGUST 31, 2017
The following table provides details about each outstanding equity award held by our named executive officers as of August 31, 2017.
| Stock Awards
|
||||||||||||||||
| Name
|
Number of Shares or Units of Stock That Have Not Vested(#)(1)(2)
|
Market Value of Shares Not Vested($)(2)(3)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have
|
Equity Incentive Plan Awards: Units or Other Rights That
|
||||||||||||
|
Pierre Nanterme
|
|
—
|
|
|
—
|
|
|
282,677
|
|
|
$36,962,845
|
| ||||
|
David Rowland
|
|
2,154
|
|
|
$ 281,657
|
|
|
46,752
|
|
|
$ 6,113,292
|
| ||||
|
Gianfranco Casati
|
|
—
|
|
|
—
|
|
|
41,660
|
|
|
$ 5,447,462
|
| ||||
|
Alexander M. van ’t Noordende
|
|
11,600
|
|
|
$1,516,816
|
|
|
41,660
|
|
|
$ 5,447,462
|
| ||||
|
Julie Sweet
|
|
31,056
|
|
|
$4,060,883
|
|
|
41,660
|
|
|
$ 5,447,462
|
| ||||
| (1) | Consists of the following outstanding RSUs, including RSUs awarded in connection with dividend adjustments: |
| Award
|
Grant Date
|
Number
|
Vesting
| |||||||
|
Mr. Rowland |
2017 Accenture Leadership Performance Equity Award Program
|
January 1, 2017 |
|
2,154 |
|
In full on January 1, 2018 | ||||
|
Mr. van ’t Noordende |
2017 Accenture Leadership Performance Equity Award Program |
January 1, 2017 |
|
4,307 |
|
In full on January 1, 2018 | ||||
| 2015 Voluntary Equity Investment Program | January 5, 2016 | 3,846 | In full on January 5, 2018 | |||||||
| 2016 Voluntary Equity Investment Program
|
January 5, 2017
|
|
3,447
|
|
In full on January 5, 2019
| |||||
|
Ms. Sweet |
2016 Accenture Leadership Performance Equity Award Program |
January 1, 2016 |
|
2,452 |
|
In full on July 19, 2018 | ||||
| 2017 Accenture Leadership Performance Equity Award Program | January 1, 2017 | 6,459 | In 3 installments: 2,152 on January 1, 2018, 2,153 on January 1, 2019, and 2,154 on January 1, 2020 | |||||||
| 2015 Voluntary Equity Investment Program | January 5, 2016 | 635 | In full on January 5, 2018 | |||||||
| 2016 Voluntary Equity Investment Program | January 5, 2017 | 1,130 | In full on January 5, 2019 | |||||||
| 2015 Key Executive Performance Share Program
|
January 1, 2015 | 20,380 | In full on October 25, 2017
| |||||||
| (2) | Pursuant to the provisional age-based vesting conditions of their awards under the 2015 Key Executive Performance Share Program, the awards to each of the named executive officers, except Ms. Sweet, under the program are treated as having vested as of August 31, 2017. See the “Stock Vested in Fiscal 2017” table below. |
| (3) | Values determined based on August 31, 2017 closing market price of Accenture plc Class A ordinary shares of $130.76 per share. |
| (4) | Consists of the following outstanding RSUs, including RSUs awarded in connection with dividend adjustments: |
|
Key Executive Performance Share Program
|
||||||||
|
Fiscal Year: Award Date: Based on Plan Achievement Level:
|
2016
|
2017
|
||||||
|
Mr. Nanterme
|
|
166,413
|
|
|
116,264
|
| ||
|
Mr. Rowland
|
|
26,083
|
|
|
20,669
|
| ||
|
Mr. Casati
|
|
23,144
|
|
|
18,516
|
| ||
|
Mr. van ’t Noordende
|
|
23,144
|
|
|
18,516
|
| ||
|
Ms. Sweet
|
|
23,144
|
|
|
18,516
|
| ||
| RSUs granted pursuant to the 2016 Key Executive 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, 2015 and ending August 31, 2018 as determined by the Compensation Committee following the end of fiscal 2018. RSUs granted pursuant to the fiscal 2017 Key Executive Performance Share Program will vest, if at all, based on the Company’s achievement of the specified performance criteria for the period beginning September 1, 2016 and ending August 31, 2019 as determined by the Compensation Committee following the end of fiscal 2019. The terms of the 2017 Key Executive Performance Share Program are summarized above in “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation” and “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” above. |
| Results for the 2016 and 2017 Key Executive Performance Share Program cannot be determined at this time. As results to date indicate achievement between the target and maximum levels for the 2016 Key Executive Performance Share Program, the amounts reflected in the column with respect to that program are the maximum amount. As results to date indicate achievement between the threshold and target levels for the 2017 Key Executive Performance Share Program, the amounts reflected in the column with respect to that program are the target amount. |
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| ACCENTURE 2017 PROXY STATEMENT | Executive Compensation | 55 |
The table below sets forth the number of shares of stock acquired in fiscal 2017 as a result of the vesting of RSUs awarded to our named executive officers under our compensatory equity programs.
| Stock Awards(1)
|
||||||||
| Name
|
Number of Shares Acquired on Vesting(#)
|
Value Realized On Vesting($)(2)
|
||||||
| Pierre Nanterme
|
|
142,122
|
|
|
$18,358,326
|
| ||
| David P. Rowland
|
|
29,401
|
|
|
$ 3,732,935
|
| ||
| Gianfranco Casati
|
|
26,775
|
|
|
$ 3,383,128
|
| ||
| Alexander M. van ’t Noordende
|
|
32,870
|
|
|
$ 4,134,170
|
| ||
| Julie Sweet
|
|
28,910
|
|
|
$ 3,401,243
|
| ||
| (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” and “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” above. |
| Program
|
Number of Shares
|
Date of Acquisition
|
||||||||
| Mr. Nanterme |
2015 Key Executive Performance Share Program(a) | 131,975 | 8/31/2017 | |||||||
| 2017 Accenture Leadership Performance Equity Award Program
|
|
10,147
|
|
|
2/1/2017
|
| ||||
|
Mr. Rowland |
2015 Key Executive Performance Share Program(a) | 22,967 | 8/31/2017 | |||||||
| 2014 Senior Officer Performance Equity Award Program | 2,171 | 1/1/2017 | ||||||||
| 2017 Accenture Leadership Performance Equity Award Program
|
|
4,263
|
|
|
2/1/2017
|
| ||||
|
Mr. Casati |
2015 Key Executive Performance Share Program(a) | 20,380 | 8/31/2017 | |||||||
| 2017 Accenture Leadership Pe | ||||||||||