Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

Corporate Governance Practices

Leadership Structure

Lead Director; Executive Sessions

Director Independence

Strategic Oversight

Risk Oversight

Board Meetings

Director Attendance at Annual Meetings

Committees of the Board

Oversight of Compensation

Role of Compensation Consultants

Certain Relationships and Related Person Transactions

Shareholder Engagement

Political Contributions and Lobbying

Corporate Citizenship and Sustainability

Communicating with the Board

RE-APPOINTMENT OF DIRECTORS

Proposal 1: Re-Appointment of Directors

Director Characteristics and Succession Planning

Board Diversity and Tenure

Qualifications and Experience of Director Nominees

Process for Selecting New Directors

Director Orientation and Continuing Education

Process for Shareholders to Recommend Director Nominees

Director Biographies

DIRECTOR COMPENSATION

Elements of Director Compensation

Director Compensation for Fiscal 2018

BENEFICIAL OWNERSHIP

Section 16(a) Beneficial Ownership Reporting Compliance

Beneficial Ownership of Directors and Executive Officers

Beneficial Ownership of More than 5%

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

Summary Compensation Table

Grants of Plan-Based Awards for Fiscal 2018

Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table

Outstanding Equity Awards at August 31, 2018

Stock Vested in Fiscal 2018

Potential Payments upon Termination

AUDIT

Audit Committee Report

Proposal 3: Non-Binding Ratification of Appointment of Independent Auditors and Binding Authorization of the Board to Determine Its Remuneration

Independent Auditor’s Fees

Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

ANNUAL IRISH LAW PROPOSALS

Proposal 4: Board Authority to Issue Shares

Proposal 5: Board Authority to Opt-Out of Pre-emption Rights

Proposal 6: Determine Price Range for Re-Allotment of Treasury Shares

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

ADDITIONAL INFORMATION

Availability of Materials

Householding of Shareholder Documents

Submission of Future Shareholder Proposals

About Accenture

Reconciliation of Non-GAAP Measures to GAAP Measures

Forward-Looking Statements

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 14, 2018. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting.

Required

Approval

Board

Recommendation

Page

Reference

1.

Re-Appointment of Directors

Majority of Votes Cast

FOR each nominee

15

2.

Advisory Vote to Approve Executive Compensation

Majority of Votes Cast

FOR

30

3.

Ratify the Appointment and Remuneration
of Auditors

Majority of Votes Cast

FOR

62

4.

Grant Board Authority to Issue Shares

Majority of Votes Cast

FOR

64

5.

Grant Board Authority to Opt-Out of
Pre-emption Rights

75% of Votes Cast

FOR

65

6.

Determine Price Range for the Re-Allotment of
Treasury Shares

75% of Votes Cast

FOR

66

• 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

• Strong independent lead director, elected by the independent directors

• Annual board, committee and individual director evaluations and self-assessments

• 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 proxy access

◥

GLOBAL

  EXPERTISE  

SENIOR

LEADERSHIP

  EXPERIENCE  

INNOVATION

AND

  TECHNOLOGY  

FINANCIAL

  EXPERTISE  

  INVESTMENT  

EXPERTISE

PUBLIC

COMPANY

BOARD

  EXPERIENCE  

Retired Executive Vice President and President, South America, General Motors Company

•  Audit

•  Finance (C)

•  Compensation

•  Finance

•  Compensation (C)

•  Nominating & Governance

•  Compensation

•  Nominating & Governance

—

•  Nominating & Governance (C)

•  Audit (C)

•  Compensation

Venkata (Murthy) Renduchintala

Chief Engineering Officer, Intel
Corporation

•  Audit

•  Compensation

•  Nominating & Governance

Chairman & CEO, FountainVest Partners

•  Finance

•  Audit

•  Finance

*Lead Independent Director

(C) Committee Chair

In fiscal 2018, the Company delivered broad-based revenue growth, record new bookings and strong free cash flow, while returning significant cash to our shareholders.

◥

NET REVENUES

NEW BOOKINGS

$39.6B

An increase of 14 percent in U.S. dollars and 10.5 percent in local currency from fiscal 2017. Includes approximately $23 billion from digital, cloud and security services—up approximately 25 percent in local currency

$42.8B

An increase of 15 percent in U.S. dollars and 12 percent in local currency from fiscal 2017

DILUTED EARNINGS PER SHARE

OPERATING MARGIN

$6.34

After excluding $0.40 in charges related to tax law changes in fiscal 2018 and a $0.47 pension settlement charge in fiscal 2017, adjusted EPS of $6.74 increased 14 percent from adjusted EPS of $5.91 in fiscal 2017

14.8%

Consistent with adjusted operating margin of 14.8 percent for fiscal 2017, which excludes a 150 basis-point impact from the pension settlement charge in fiscal 2017

FREE CASH FLOW

CASH RETURNED TO SHAREHOLDERS

$5.4B

Defined as operating cash flow of $6.0 billion net of property and equipment additions of $619 million

$4.3B

Defined as cash dividends of $1.7 billion plus share repurchases of $2.6 billion

DURABLE REVENUE GROWTH

8% CAGR¹ in US Dollars

9% CAGR in local currency

NET REVENUES

1  “CAGR” means Compound Annual Growth Rate

OPERATING MARGIN EXPANSION

50 Basis Point Expansion on a GAAP basis

30 Basis Point Expansion on an adjusted basis

OPERATING MARGIN

 GAAP Operating Margin %      Adjusted Operating Margin %

2   FY15 adjusted operating margin of 14.5% excludes the impact of a $64 million pension settlement charge

STRONG EARNINGS GROWTH

10% CAGR on a GAAP basis

12% CAGR on an adjusted basis

EARNINGS PER SHARE

 GAAP EPS      Adjusted EPS

3   FY15 adjusted diluted EPS of $4.82 excludes the impact of a pension settlement charge ($0.06 per share)

4   FY18 adjusted diluted EPS of $6.74 excludes the impact of tax law changes ($0.40 per share)

SIGNIFICANT CASH RETURNED TO

SHAREHOLDERS SINCE FISCAL 2015

9% CAGR dividends per share

$2.6B average repurchases per year

CASH RETURNED TO SHAREHOLDERS

TOTAL SHAREHOLDER RETURN⁵

5   The performance graph above shows the cumulative total shareholder return on our Class A shares for the period starting on August 31, 2015, and ending on August 31, 2018. 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, 2015, $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.

INVESTMENTS IN ACQUISITIONS

DEVELOPING TALENT

$658M

Strategic investments to further enhance our differentiation and competitiveness, of which 70% was deployed to extend our leadership position in Accenture Digital

$927M

Investment in learning and professional development, which represents a year-over-year increase in total training hours

RESEARCH AND INNOVATION

PATENTS AND PATENT APPLICATIONS

$791M

Creating, commercializing and disseminating innovative business strategies and technology solutions

6,800+

Protecting our innovative and differentiated technology solutions through more than 700 new patent applications filed and 680 new patents granted in fiscal 2018

WHAT WE DO

◥

   Align our executive pay with performance

   Set very 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 an annual compensation risk review and assessment

   Retain an independent compensation consultant

WHAT WE DON’T DO

◥

  No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements

  No “golden parachutes,” change in control payments or excise tax gross-ups

  No change in control “single trigger” equity acceleration provisions

  No dividends or dividend equivalents paid until vesting

  No hedging or pledging of company shares

  No supplemental executive retirement plan

  No excessive perquisites

Shareholders continued to show strong support of our executive compensation programs, with approximately 95% of the votes cast for the approval of the “say-on-pay” proposal at our 2018 annual general meeting of shareholders.

◥

CHAIRMAN & CEO FISCAL 2018 COMPENSATION DECISIONS

CORPORATE

GOVERNANCE

Key Corporate Governance Documents

◥

• Corporate Governance Guidelines

• Code of Business Ethics

• Committee Charters

• Memorandum and Articles of Association

All of our directors are elected annually.

Shareholders holding 10% or more of our outstanding share capital have the right to convene a special meeting.

The Company does not have a poison pill.

Eligible shareholders can (subject to certain requirements) include their own director nominees in our proxy materials.

All of our directors are independent except for our chairman and chief executive officer.

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.

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.

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.

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 4.7 years.

Our Board has a robust director selection process resulting in a diverse and international Board in terms of gender, ethnicity, experience, skills and tenure.

We regularly engage with our shareholders to better understand their perspectives.

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. Contents of our Code of Business Ethics are intuitively organized by 6 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.

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.

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.

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.

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.

Presiding at all meetings of the Board at which the chairman is not present.

Authority to call meetings of independent directors and presiding at all executive sessions of the independent directors.

Acting as a liaison between the independent directors and the chairman and chief executive officer.

If requested by major shareholders, being available for consultation and direct communication. Serving as a liaison between the Board and shareholders on investor matters.

During fiscal 2018, Charles H. Giancarlo, Nancy McKinstry, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala and Tracey T. Travis were employed by organizations that do business with Accenture. The amount received by Accenture or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either Accenture’s or such organization’s consolidated gross revenues.

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 2018.

In addition, the Board determined that William L. Kimsey, who was not subject to re-appointment at the 2018 Annual Meeting, was independent during the period he served on the Board during fiscal 2018.

THE BOARD

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. 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 Committees 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.

During fiscal 2018, all of our incumbent directors attended at least 75% of the meetings of the Board and of the committees on which they served, except for Venkata (Murthy) Renduchintala, who joined our Board in the third quarter of fiscal 2018.

◥

Committees

Board Member

Audit

Compensation

Finance

Nominating &
Governance

Jaime Ardila⁽¹⁾

Charles H. Giancarlo⁽²⁾

Herbert Hainer

Marjorie Magner⁽³⁾⁽⁴⁾

Nancy McKinstry⁽⁵⁾

Gilles C. Pélisson

Paula A. Price⁽¹⁾

Venkata (Murthy) Renduchintala⁽⁶⁾

Arun Sarin

Frank K. Tang

Tracey T. Travis⁽¹⁾

Number of Meetings in Fiscal 2018

Audit Committee Financial Expert as defined under SEC rules.

Not subject to re-appointment at the Annual Meeting.

Lead director of the Board.

Joined the Nominating & Governance Committee on October 24, 2018.

Joined the Compensation Committee on April 12, 2018.

Joined the Audit Committee on April 12, 2018.

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 of Jaime Ardila, Paula A. Price and Tracey T. Travis 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

Venkata (Murthy) Renduchintala

(Joined April 12, 2018)

Tracey T. Travis

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

(Not subject to re-appointment at the Annual Meeting)

Herbert Hainer

Frank K. Tang

Tracey T. Travis

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 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

• taking a leadership role in shaping the corporate governance of the Company.

Consistent with its duties and responsibilities, the Nominating & Governance Committee conducts an annual confidential survey of the Board, which is designed to evaluate the operation and performance of the Board and each of its committees.

MEMBERS

(ALL INDEPENDENT):

Gilles C. Pélisson (Chair)

Charles H. Giancarlo

(Not subject to re-appointment at the Annual Meeting)

Marjorie Magner

(Joined October 24, 2018)

Nancy McKinstry

Arun Sarin

  Board and Committee Assessments—A Multi-Step Process

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.

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

Nancy McKinstry

(Joined April 12, 2018)

Paula A. Price

Arun Sarin

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.

This year, as part of our recurring engagement with shareholders, our outreach included, among other things, discussion around our commitment to corporate citizenship and environmental, social and governance matters. In a combined effort with Investor Relations and our Corporate Citizenship and Legal teams, we reached out to our top 50 shareholders. The discussions occurred in August through October 2018. The feedback received from our shareholder outreach efforts is communicated to and considered by the Board, and our engagement activities have produced valuable feedback that helps us inform our decisions and our strategy, when appropriate.

OUR

COMMITMENT

STARTS AT

THE TOP

our people each and every day.

Pierre Nanterme

Chairman & CEO

SHAPING RESPONSIBLE BUSINESS

We are committed to operating ethically with our clients, partners and suppliers and using technology responsibly.

INNOVATING

FOR SOCIETY

With the expertise of our people, our deep knowledge of technology and our strategic partnerships,

we create innovations that help address complex social issues.

• Integrity. As we continue to grow our business, our dedication to integrity, anchored in our core values and our Code of Business Ethics, is more important than ever. We’re proud to have been recognized among Ethisphere’s World’s Most Ethical Companies for 11 consecutive years. In 2018, we published some of our key policies externally to show how we support human rights within our organization.

• Sustainability. We strive to reduce our environmental footprint and to foster sustainable growth for our company and our clients. We are proud to have surpassed two of our 2020 environmental goals well ahead of schedule: we have made a 52 percent reduction in per employee carbon emissions and have improved our energy efficiency by 30% against our 2007 baseline.

• Diversity. We foster an environment where our people can thrive, achieve their full potential and lead with confidence as they pursue our mission. We have been recognized among DiversityInc’s Top 50 Companies for Diversity for 11 consecutive years, including six years in the top 15.

• Technology. Using the power of technology, we are positively impacting people’s lives. Through our Tech4Good initiative, we collaborated with Grameen Foundation India to apply artificial intelligence and augmented reality to help disadvantaged women access financial services. As part of ID2020, we’re using blockchain and biometric technologies to help 1.1 billion individuals without officially recognized identities gain access to critical services.

• Skills to Succeed. Through our Skills to Succeed initiative, we have equipped more than 2.2 million people with the skills to get a job or build a business—and we aim to help more than 3 million people by the end of fiscal 2020. Our free, digital, interactive Skills to Succeed Academy helps disadvantaged young people in the Philippines, the United States, the United Kingdom, Ireland, Australia and South Africa build the skills they need to find and sustain employment.

• Education. We are dedicating more than US$200 million over the next three years to help educate and skill people around the world for the digital age.

PROPOSAL 1:

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.

GENDER

ETHNICITY

GLOBAL

SIGNIFICANT BOARD REFRESHMENT

AGE DISTRIBUTION

New Directors

Over Past 5 Years

Average Age of

Director Nominees

Age range:

50 – 70

DIRECTOR SINCE 2013

INDEPENDENT

63 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 vice chairman of the board of Ecopetrol S.A. and chairman of the board of 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.

DIRECTOR SINCE 2016

INDEPENDENT

64 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 of 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.

DIRECTOR SINCE 2006

INDEPENDENT

LEAD DIRECTOR

69 YEARS OLD

COMPENSATION COMMITTEE (Chair)

NOMINATING & GOVERNANCE
COMMITTEE (Member)

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 companies. 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 a director of Ally Financial Inc. and served on the board of TEGNA Inc. (formerly known as Gannett Co., Inc.) from 2006 to 2018, including as non-executive chairman from 2011 to 2018.

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.

DIRECTOR SINCE 2016

INDEPENDENT

59 YEARS OLD

COMPENSATION COMMITTEE (Member)

NOMINATING & GOVERNANCE
COMMITTEE (Member)

Nancy McKinstry has been chief executive officer and chairman of the executive board of Wolters Kluwer N.V. (“Wolters Kluwer”), a global professional information services and solutions company, since September 2003 and a member of its executive board since 2001. Before assuming her current position, Ms. McKinstry gained more than a decade of experience with Wolters Kluwer and its North American subsidiaries, serving as chief executive officer of CCH Legal Information Services for three years and as chief executive officer of operations in North America. Earlier in her career, she was a principal with Booz & Company (formerly Booz Allen Hamilton Inc.), focusing on media and technology.

Ms. McKinstry is a director of Abbott Laboratories.

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 chief executive officer 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.

DIRECTOR SINCE 2010

CHAIRMAN & CEO

59 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. Prior to the merger of Accenture Holdings plc with and into Accenture plc on March 13, 2018, Mr. Nanterme served on the board of 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 35 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.

DIRECTOR SINCE 2012

INDEPENDENT

61 YEARS OLD

NOMINATING & GOVERNANCE
COMMITTEE (Chair)

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.

DIRECTOR SINCE 2014

INDEPENDENT

57 YEARS OLD

AUDIT COMMITTEE (Chair)

COMPENSATION COMMITTEE (Member)

Paula A. Price has been the chief financial officer of Macy’s, Inc., an omni-channel retailer of apparel, accessories and other goods, since July 2018. From 2014 to 2018, she was a full-time senior lecturer at Harvard Business School. Prior to joining the faculty of Harvard Business School, she was executive vice president and chief financial officer of Ahold USA, a U.S. grocery retailer, which she joined in 2009. Prior to joining Ahold USA, Ms. Price was senior vice president, controller and chief accounting officer at CVS Caremark. Earlier in her career, Ms. Price was the chief financial officer of the Institutional Trust Services division of JPMorgan Chase & Co. and also held senior management positions at Prudential Insurance Co. of America, Diageo and Kraft Foods. A certified public accountant, she began her career at Arthur Andersen & Co.

Ms. Price is a director of Western Digital Corporation. She previously served on the board of Dollar General Corporation from 2014 to 2018.

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 from her experience as a chief financial officer, a member of the faculty of 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.

DIRECTOR SINCE 2018

INDEPENDENT

53 YEARS OLD

AUDIT COMMITTEE (Member)

Venkata (Murthy) Renduchintala has been chief engineering officer at Intel Corporation, a computer products and technology company, since November 2015. He also serves as president of the technology, systems architecture and client group. Before assuming his current position, Dr. Renduchintala held various senior positions at Qualcomm Incorporated, a mobile technology company, most recently as executive vice president, Qualcomm Technologies and Co-President of Qualcomm CDMA Technologies from 2012 to 2015, where he led the semiconductor business in the computer and mobile segments. Dr. Renduchintala joined Qualcomm Technologies in 2004 from Skyworks Solutions, Inc., where he was vice president and general manager of the Cellular Systems Division from 2000 to 2004. Prior to Skyworks, he spent a decade with Philips Electronics, Inc. progressing to become vice president of engineering for its consumer communications business.

SPECIFIC EXPERTISE: Dr. Renduchintala brings to the Board global experience through his tenure as an executive at Intel Corporation and prior positions at Qualcomm, Skyworks and Philips Electronics. Dr. Renduchintala also brings deep technology expertise, with an important perspective on mobile Internet of Things, among other areas that are of relevance to Accenture.

DIRECTOR SINCE 2015

INDEPENDENT

64 YEARS OLD

COMPENSATION COMMITTEE (Member)

NOMINATING & GOVERNANCE
COMMITTEE (Member)

Arun Sarin was chief executive officer of Vodafone Group Plc (“Vodafone”) from 2003 until his retirement in 2008, and also served as a director of Vodafone from 1999 to 2008. Mr. Sarin began his career at Pacific Telesis Group in 1984. He progressed through various management positions there and at AirTouch Communications Inc., which Pacific Telesis spun off in 1994, and was named president and chief operating officer of AirTouch in 1997. After AirTouch merged with Vodafone in 1999, he was appointed chief executive officer of Vodafone’s U.S./Asia-Pacific region. He left Vodafone in 2000 to become chief executive officer of InfoSpace, Inc., and from 2001 until 2003, he served as chief executive officer of Accel-KKR Telecom. Mr. Sarin rejoined Vodafone in 2003 as its group chief executive officer. After his retirement in 2008, he served as a senior advisor to Kohlberg Kravis Roberts & Co. for five years.

Mr. Sarin is a director of Cisco Systems, Inc. and The Charles Schwab Corporation. He previously served as a director of Safeway, Inc. from 2009 to 2015 and Blackhawk Network Holdings, Inc. from 2009 to 2018.

SPECIFIC EXPERTISE: Mr. Sarin brings to the Board significant global, managerial and financial experience as a result of his tenure as chief executive officer at Vodafone and prior senior executive experience. The Board benefits from his technology background and experience in the telecommunications industry. Mr. Sarin also brings an important perspective from his service as a director of other global, public company boards.

DIRECTOR SINCE 2014

INDEPENDENT

50 YEARS OLD

FINANCE COMMITTEE (Member)

Frank K. Tang is chairman and chief executive officer of FountainVest Partners (“FountainVest”), a leading private equity firm focusing on investments in China. Before co-founding FountainVest in 2007, Mr. Tang was senior managing director and head of China investments at Temasek Holdings. Prior to joining Temasek in 2005, Mr. Tang was a managing director at Goldman Sachs, where he worked for nearly 11 years, including as the head of the telecommunications, media and technology investment banking group in Asia, excluding Japan.

Mr. Tang is 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.

DIRECTOR SINCE 2017

INDEPENDENT

56 YEARS OLD

AUDIT COMMITTEE (Member)

FINANCE COMMITTEE (Member)

Tracey T. Travis has been executive vice president and chief financial officer of The Estée Lauder Companies Inc., a global manufacturer and marketer of skin care, makeup, fragrance and hair care products, since 2012. Before assuming her current position, Ms. Travis served as the senior vice president of finance and chief financial officer of Ralph Lauren Corporation from January 2005 through July 2012. From 2001 to 2004, Ms. Travis was with Limited Brands where she served as senior vice president of Finance from 2002 to 2004 and chief financial officer of Intimate Brands Inc. from 2001 to 2002. From 1999 to 2001 Ms. Travis was chief financial officer of the Americas Group of American National Can, where she led both the finance and information technology groups. From 1989 to 1999, Ms. Travis held various management positions at PepsiCo/Pepsi Bottling Group. Ms. Travis began her career at General Motors Co. as an engineer and senior financial analyst.

Ms. Travis previously served as a director of Campbell Soup Company from 2011 to 2017.

SPECIFIC EXPERTISE: Ms. Travis brings to the Board significant experience in both finance and operations management in various industries through her experience as the chief financial officer of The Estée Lauder Companies Inc. 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.

DIRECTOR

COMPENSATION

DIRECTOR COMPENSATION⁽¹⁾

Additional Annual Retainers

•  $25,000 for Audit Committee Chair

•  $15,000 for each Audit Committee Member

•  $20,000 for each Compensation, Finance and
Nominating & Governance Committee Chair

•  $10,000 for each Compensation, Finance and
Nominating & Governance Committee Member

•  $42,500 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 2018 will be delivered 1 year after the grant date; directors may not further delay delivery of the shares. Newly appointed directors also receive an initial award of fully-vested RSUs valued at approximately $200,000 upon appointment to the Board.

Name

Fees Earned or
Paid in Cash($)⁽¹⁾

Stock

Awards($)⁽²⁾⁽³⁾

All Other

Compensation($)⁽⁴⁾

Total($)

Jaime Ardila

Charles H. Giancarlo⁽⁵⁾

Herbert Hainer

William L. Kimsey⁽⁶⁾

Marjorie Magner

Nancy McKinstry

Gilles C. Pélisson

Paula A. Price

Venkata (Murthy) Renduchintala

Arun Sarin

Frank K. Tang

Tracey T. Travis

The annual retainers and additional retainers for Board committee service paid to our independent directors during fiscal 2018 were as follows:

Messrs. Giancarlo, Hainer, Pélisson and Tang elected to receive 100% of their retainers in the form of fully vested RSUs, with a grant date fair value approximately equal to the cash amount that they would otherwise have received. Ms. McKinstry and Ms. Travis elected to receive 50% of their retainers in the form of fully vested RSUs, with a grant date fair value approximately equal to 50% of the cash amount that they would otherwise have received. The number of fully vested RSUs awarded was based on the fair market value of Accenture plc Class A ordinary shares on the date of grant, rounded down to the nearest number of whole shares.

Dr. Renduchintala, who was appointed to the Board on April 12, 2018, received a pro rata portion of the retainers, based on the number of days remaining in the 2018 director compensation year after the date of his appointment. Dr. Renduchintala elected to receive 100% of his pro rata retainers in the form of fully vested RSUs, with a grant date fair value approximately equal to the cash amount that he would otherwise have received. The number of fully vested RSUs awarded was based on the fair market value of Accenture plc Class A ordinary shares on the date of grant, rounded down to the nearest number of whole shares.

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, 2018. Reflects the grant of a whole number of shares. With the exception of the award of RSUs with a grant date value equal to $199,868 awarded to Dr. Renduchintala in connection with his appointment to the Board, all other RSU awards represent annual grants to our directors.

The aggregate number of vested RSU awards outstanding at the end of fiscal 2018 for each of our independent directors was as follows: