DEF 14A 1 d783814ddef14a.htm DEF 14A DEF 14A
Table of Contents

 

 

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  

Check the appropriate box:

 

   Preliminary Proxy Statement
   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
   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)

Payment of Filing Fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  1)  

Title of each class of securities to which transaction applies:

 

     

  2)  

Aggregate number of securities to which transaction applies:

 

     

  3)  

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):

 

     

  4)  

Proposed maximum aggregate value of transaction:

 

     

  5)  

Total fee paid:

 

     

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  1)  

Amount Previously Paid:

 

     

  2)  

Form, Schedule or Registration Statement No.:

 

     

  3)  

Filing Party:

 

     

  4)  

Date Filed:

 

     

 

 

 


Table of Contents

LOGO


Table of Contents

 

 

LOGO

December 10, 2019

 

DEAR FELLOW SHAREHOLDER:

You are cordially invited to join Accenture plc’s Board of Directors and senior leadership at the 2020 annual general meeting of shareholders, which will be held at 12:00 pm local time on Thursday, January 30, 2020. The meeting will be held at The Dock, located at 7 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland.

The attached notice of the 2020 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,  

LOGO

  

LOGO

  
DAVID ROWLAND  

JULIE SWEET

  
Executive Chairman  

Chief Executive Officer

  

 

LOGO

 

 

LOGO

  


Table of Contents

A MESSAGE FROM ACCENTURE’S

INDEPENDENT LEAD DIRECTOR

Dear Accenture Shareholders:

I am pleased to write you in my role as Accenture’s independent Lead Director. On behalf of the Board of Directors, I want to thank you for your commitment to Accenture and for the trust you place in us as members of the Board of this great Company.

Before I step down as a director following the upcoming Annual Meeting, I wanted to share a few final words regarding the work we undertook during fiscal 2019.

Leadership Transitions—CEO and Chair Succession

The past year was a notable one, marked by a number of transitions, including the appointments of our new Chief Executive Officer, Julie Sweet, and Executive Chairman, David Rowland. Fiscal 2019 was also a year of continued strong company performance and outstanding financial results, meeting or exceeding all the objectives in our initial business outlook for fiscal 2019.

The Company announced that Pierre Nanterme would step down from his position as Chairman and Chief Executive Officer for health reasons effective January 10, 2019 and he passed away on January 31, 2019. When Pierre stepped down, we appointed David Rowland, our Chief Financial Officer at the time and a 36-year Accenture veteran, to serve as interim Chief Executive Officer. KC McClure, our Managing Director—Finance Operations at the time, was appointed to fill David’s role as Chief Financial Officer, and I assumed the role of Non-Executive Chair of the Board during this period.

Our Board engaged in a very rigorous succession process, culminating with our announcement in July of Julie Sweet’s appointment as Chief Executive Officer, effective as of September 1, 2019. On the same date, I resumed my role as independent Lead Director and David Rowland transitioned to become our Executive Chairman. Together, Julie and David, as well as our deep bench of extremely talented leaders, position Accenture very well for our next phase of growth and prosperity.

The planning and execution of a rigorous and seamless CEO transition is one of the Board’s most important functions. We as a Board are extremely proud of the process that was undertaken, including the Board’s unwavering commitment and full engagement throughout.

Lead Director Succession

I am also pleased to share that Gilles Pélisson was nominated by our independent directors to succeed me as our next independent Lead Director, following my retirement from the Board after the upcoming Annual Meeting. I know I speak for the entire Board when I say that Gilles is the right director to fill this very important role, as more fully described in our proxy statement.

It has been an honor and a privilege to serve as a director of this Company and I am confident that Accenture is well positioned for the future.

 

 

LOGO     

 

All the best,

 

LOGO

 

MARJORIE MAGNER

 

Independent Lead Director


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT    

 

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

 

 

   

 

DATE

Thursday, January 30, 2020

 

TIME

12:00 pm local time

 

PLACE

The Dock, 7 Hanover Quay

Grand Canal Dock, Dublin 2, Ireland

 

RECORD DATE

December 2, 2019

 

AVAILABILITY OF MATERIALS

The proxy statement, our Annual Report for the fiscal year ended August 31, 2019 and our Irish financial statements are available at www.proxyvote.com

 

 

 

 

YOUR VOTE IS IMPORTANT

 

To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:

 

 

 

INTERNET

 

Online at

www.proxyvote.com

 

 

 

 

LOGO   

   

 

 

 

TELEPHONE

 

Call 1 (800) 690-6903

 

 

 

 

LOGO   

   

 

 

 

MAIL

 

Mark, sign and date your proxy

card or voting instruction form

and return it in the postage-paid

envelope.

 

 

 

 

LOGO   

   

 

 

 

QR CODE

 

Scan this QR code. Additional

software may be required for

scanning

 

 

 

 

LOGO   

   

 

ITEMS OF BUSINESS

 

1.

By separate resolutions, re-appoint the 11 director nominees described in the proxy statement

 

 

2.

Approve, in a non-binding vote, the compensation of our named executive officers

 

 

3.

Approve the Amended and Restated Accenture plc 2010 Share Incentive Plan (the “2010 SIP”)

 

 

4.

Ratify, in a non-binding vote, the appointment of KPMG LLP (“KPMG”) as independent auditors of Accenture plc (the “Company”) and to authorize, in a binding vote, the Audit Committee of the Board of Directors (the “Board”) to determine KPMG’s remuneration

 

ANNUAL IRISH LAW PROPOSALS:

 

5.

Grant the Board the authority to issue shares under Irish law

 

 

6.

Grant the Board the authority to opt-out of pre-emption rights under Irish law

 

 

7.

Determine the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law

 

The Board recommends that you vote “FOR” each director nominee included in Proposal 1 and “FOR” each of the other proposals. The full text of these proposals is set forth in the accompanying proxy statement. Registered shareholders of the Company at the close of business on the record date are eligible to vote at the meeting.

During the meeting, management will also present, and the auditors will report to shareholders on, our Irish financial statements for the fiscal year ended August 31, 2019.

We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under “Questions and Answers about the Annual Meeting” on page 75 of the proxy statement.

By order of the Board of Directors,

 

 

LOGO

JOEL UNRUCH

General Counsel, Secretary & Chief Compliance Officer

December 10, 2019

 


Table of Contents

 

ACCENTURE 2019 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 10, 2019. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting.

MATTERS TO BE VOTED UPON

The following table summarizes the proposals to be voted upon at the 2020 Annual General Meeting of Shareholders to be held on January 30, 2020 (the “Annual Meeting”) and the Board’s voting recommendations with respect to each proposal.

 

Proposals

 

 

Required

Approval

 

 

Board

Recommendation

 

 

Page

Reference

 

 

1.

 

 

 

Re-Appointment of Directors

 

 

 

Majority of Votes Cast

 

 

 

FOR each nominee

 

 

 

16

 

 

2.

 

 

 

Advisory Vote to Approve Executive Compensation

 

 

 

Majority of Votes Cast

 

 

 

FOR

 

 

 

31

 

 

3.

 

 

 

Approve Amended and Restated Accenture plc
2010 Share Incentive Plan

 

 

 

Majority of Votes Cast

 

 

 

FOR

 

 

 

61

 

 

4.

 

 

 

Ratify the Appointment and Approve Remuneration
of Auditors

 

 

 

Majority of Votes Cast

 

 

 

FOR

 

 

 

70

 

 

5.

 

 

 

Grant Board Authority to Issue Shares

 

 

 

Majority of Votes Cast

 

 

 

FOR

 

 

 

72

 

 

6.

 

 

 

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

 

 

 

75% of Votes Cast

 

 

 

FOR

 

 

 

73

 

 

7.

 

 

 

Determine Price Range for the Re-Allotment of Treasury Shares

 

 

 

 

75% of Votes Cast

 

 

 

FOR

 

 

 

74

 

CORPORATE GOVERNANCE HIGHLIGHTS

Accenture (the “Company”) has a history of strong corporate governance. The Company believes good governance is critical to achieving long-term shareholder value. We are committed to governance practices and policies 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:

 

 

 

•   Annual election of directors

 

•   100% independent Board committees

 

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

 

•   9 of our 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, including the executive chairman, present

 

•   Robust director selection process resulting in an international Board that is diverse 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

 

•   Proxy access right

 

 

             


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proxy Statement Summary  

 

 

Snapshot of Director Nominees

Our director nominees exhibit a mix of skills, experience, diversity and perspectives:

BOARD DIVERSITY

 

 

LOGO   LOGO   LOGO

KEY DIRECTOR SKILLS

 

               
   

 

LOGO

 

GLOBAL

  EXPERTISE  

  LOGO

 

SENIOR

LEADERSHIP

  EXPERIENCE  

  LOGO

 

INNOVATION

AND

  TECHNOLOGY  

 

  LOGO

 

FINANCIAL

  EXPERTISE  

 

  LOGO

 

  INVESTMENT  

EXPERTISE

 

  LOGO

 

PUBLIC

COMPANY

BOARD

  EXPERIENCE  

 

 

 

    

 

 

    

Name

 

 

Age

 

 

Director
Since

 

 

Principal Occupation

 

 

Independent

 

 

Committee

Memberships

 

 

Other Public
Company
Boards

 

 

LOGO

  Jaime Ardila   64   2013  

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

 

  🌑  

 Audit

 Finance (C)

  2

 

LOGO

  Herbert Hainer   65   2016   Retired CEO, adidas AG   🌑  

 Compensation

 Finance

 

  2

 

LOGO

  Nancy McKinstry   60   2016   Chairman & CEO, Wolters
Kluwer N.V.
  🌑  

 Compensation (C)

 Nominating & Governance

 

  1

 

LOGO

  Gilles C. Pélisson(1)   62   2012   Chairman & CEO, TF1 Group   🌑  

 Nominating & Governance (C)

 

  1

 

LOGO

  Paula A. Price   58   2014   CFO, Macy’s, Inc.   🌑  

 Audit (C)

 Compensation

 

 

 

LOGO

 

Venkata (Murthy) Renduchintala

 

  54   2018  

Chief Engineering Officer, Intel Corporation

 

  🌑  

 Audit

 

 

LOGO

 

David Rowland

 

  58

 

  2019

 

 

Executive Chairman, Accenture plc

 

 

 

 

 

 

 

 

LOGO

  Arun Sarin(2)   65   2015   Retired CEO, Vodafone Group plc   🌑  

 Compensation

 Nominating & Governance

 

  3

 

LOGO

 

Julie Sweet

 

  52

 

  2019

 

 

CEO, Accenture plc

 

 

 

 

 

 

 

 

LOGO

  Frank K. Tang   51   2014  

Chairman & CEO, FountainVest Partners

 

  🌑  

 Finance

  1

 

LOGO

  Tracey T. Travis   57   2017  

CFO, The Estée Lauder Companies Inc.

 

  🌑  

 Audit

 Finance

 

 

 

(1)

Subject to re-election at the Annual Meeting, will become independent Lead Director, effective at the completion of the Annual Meeting. Will cease being chair of the Nominating & Governance Committee, effective January 31, 2020. Our current independent Lead Director, Marjorie Magner, is not subject to re-appointment at the Annual Meeting and will step down as independent Lead Director effective at the completion of the Annual Meeting.

 

(2)

Subject to re-election at the Annual Meeting, will become chair of the Nominating & Governance Committee, effective January 31, 2020.

 

(C)

Committee Chair.

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proxy Statement Summary  

 

 

LEADERSHIP TRANSITIONS

This past year, Accenture has accomplished several seamless leadership transitions. In January 2019, Pierre Nanterme stepped down from his positions as chairman and chief executive officer for health reasons, after a remarkable 36-year career and passed away shortly thereafter at the end of January. In connection with Mr. Nanterme stepping down, the following leadership transitions were effected, among others.

 

 

David Rowland was appointed as interim chief executive officer and held such position until being appointed executive chairman, effective as of September 1, 2019.

 

 

Julie Sweet, our then chief executive officer of Accenture’s business in North America, was appointed chief executive officer, effective as of September 1, 2019.

 

 

KC McClure was appointed to succeed David Rowland as our chief financial officer at the time Mr. Rowland assumed the role of interim chief executive officer.

FINANCIAL HIGHLIGHTS

Fiscal 2019 Company Performance*

 

 

 

 

Record performance reflects continued above-market growth and very strong profitability, driving superior shareholder value

 

 

 

 

 

 

REVENUES

       

 

NEW BOOKINGS

   

$43.2B

 

An increase of 5 percent in U.S. dollars and 8.5 percent in local currency from fiscal 2018. Includes approximately $28 billion from digital, cloud and security-related services—up approximately 20 percent in local currency

 

   

$45.5B

 

Broad-based and strong across the business, with approximately 65 percent in digital, cloud and security-related services

       

 

DILUTED EARNINGS PER SHARE

       

 

OPERATING MARGIN

   

$7.36

 

After adjusting fiscal 2018 EPS of $6.34 to exclude $0.40 in charges related to tax law changes, fiscal 2019 EPS increased 9 percent from adjusted EPS of $6.74 in fiscal 2018

 

 

   

14.6%

 

An expansion of 20 basis points from fiscal 2018

 

       

 

FREE CASH FLOW

       

 

CASH RETURNED TO SHAREHOLDERS

   

$6.0B

 

Defined as operating cash flow of $6.6 billion net of property and equipment additions of $599 million, with a free cash flow to net income ratio of 1.2

 

   

$4.6B

 

Defined as share repurchases of $2.7 billion plus cash dividends of $1.9 billion. In fiscal 2019, we paid dividends of $2.92 per share, a 10 percent increase over the prior year

 

 

*

Results in fiscal 2019 and comparisons with fiscal 2018 reflect the adoption of new accounting standards for revenues and pension costs.


Table of Contents

 

ACCENTURE 2019 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 2016 through fiscal 2019, our performance demonstrates our focus on delivering shareholder value.

 

   

 

BROAD-BASED REVENUE GROWTH

8% CAGR(1) in US Dollars and local currency

 

LOGO

 

REVENUES

 

(1) “CAGR” means Compound Annual Growth Rate

 

   

 

SUSTAINED MARGIN EXPANSION

50 Basis Point Expansion

 

LOGO

 

OPERATING MARGIN

   
   

 

STRONG EARNINGS GROWTH

4% CAGR (on a GAAP basis)

11% CAGR (on an adjusted basis)

 

 

LOGO

 

EARNINGS PER SHARE

 

LOGO  GAAP EPS     LOGO  Adjusted EPS

 

(2) Fiscal 2016 adjusted diluted EPS of $5.34 were adjusted to exclude the gains on the sale of businesses related to the divestiture of Navitaire and the partial divestiture of Duck Creek Technologies ($1.11 per share)

 

   

 

SIGNIFICANT CASH RETURNED TO

SHAREHOLDERS SINCE FISCAL 2016

10% CAGR Dividends per share

 

 

LOGO

 

CASH RETURNED TO SHAREHOLDERS

 

 

 

TOTAL SHAREHOLDER RETURN(3)

 

 

LOGO

 

(3) The performance graph above shows the cumulative total shareholder return on our Class A shares for the period starting on August 31, 2016, and ending on August 31, 2019. 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, 2016, $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.

 

 

*

Results in fiscal 2019 and comparisons to fiscal 2016 reflect the adoption of new accounting standards for revenues and pension costs. In addition, see “Reconciliation of Non-GAAP Measures to GAAP Measures” on page 80.

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proxy Statement Summary  

 

 

2019 INVESTMENT HIGHLIGHTS

We continue to invest significantly in our business, including in the following key areas:

 

       

 

 

INVESTMENTS IN ACQUISITIONS

      

 

 

DEVELOPING PEOPLE

 

$1.2B

 

Capital deployed to further enhance our competitiveness, which was almost exclusively focused on our digital, cloud and security-related capabilities

 

    

$973M

 

Continuing to invest at scale in learning and professional development

        
       

 

 

RESEARCH AND INNOVATION

      

 

 

PATENTS AND PATENT APPLICATIONS

 

$800M

 

Creating and commercializing innovative business strategies and technology solutions

 

    

7,400+

 

Protecting our innovative and unique technology solutions through more than 760 new patent applications filed and 680 new patents granted in fiscal 2019

 

        
       

 

 

STRONG LEADERSHIP

      

 

 

INNOVATION ARCHITECTURE

 

7,400+

 

Accenture managing directors, with more than 700 managing directors promoted and 400 managing directors hired from outside Accenture in fiscal 2019

 

    

100+

 

World-class innovation facilities strategically located around the globe, where we bring the best of our intellectual property and insights to co-create side-by-side with our clients

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proxy Statement Summary  

 

 

OUR STRATEGY

Our growth strategy starts with our clients and their imperative to transform their businesses in today’s digital world. We partner with our clients to build their digital core, to drive their growth agenda and to optimize operations, improving agility and competitiveness. We create value for our clients by leveraging our deep technology and industry expertise, which are underpinned by the power of our innovation, ecosystem partnerships and global scale. Key components of our growth strategy include:

 

 

Deep industry expertise as well as cross-industry expertise create a competitive advantage and accelerate value as clients transform their products, customer experiences and business operations;

 

 

Depth, breadth, and scale of our technology expertise combined with our strong ecosystem relationships, which set us apart in the marketplace;

 

 

Full spectrum of capabilities across our businesses—strategy & consulting, digital, technology and operations—to drive enterprise-wide transformation for our clients;

 

 

A significant presence in every major geographic market around the world, which allows us to bring our clients the most innovative ideas, as well as execute with deep local understanding;

 

 

Collaboration with our clients and partners through our innovation architecture—integrating our capabilities from research, ventures, labs, studios, and over 100 innovation centers and delivery centers—to deliver innovative solutions;

 

 

Continued investment to scale and evolve digital, cloud and security services which are now core to our business, while at the same time significantly investing to accelerate the next waves of growth; and

 

 

Attracting and inspiring the best people by creating a culture and environment that unleashes innovation and allows our people to perform at their very best, including through our unwavering commitment to inclusion and diversity.

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proxy Statement Summary  

 

 

COMPENSATION PRACTICES (page 36)

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:

 

 

 

 

WHAT WE DO

    

 

 

 

 

LOGO    Align our executive pay with performance

 

LOGO    Set very challenging performance objectives

 

LOGO    Appropriately balance short- and long-term incentives

 

LOGO    Align executive compensation with shareholder returns through performance-based equity incentive awards

 

LOGO    Use appropriate peer groups when establishing compensation

 

LOGO    Implement meaningful equity ownership guidelines

 

LOGO    Include caps on individual payouts in short- and long-term incentive plans

 

  

LOGO    Include a clawback policy for our cash and equity incentive awards

 

LOGO    Include non-solicitation and non-competition provisions in award agreements, with a clawback of equity under specified circumstances

 

LOGO    Mitigate potential dilutive effects of equity awards through our share repurchase programs

 

LOGO    Hold an annual “say-on-pay” advisory vote

 

LOGO    Conduct annual compensation risk review and assessment

 

LOGO    Retain an independent compensation consultant

 

 
      
 

 

 

WHAT WE DON’T DO

    

 

 

 

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

 

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

 

LOGO   No change in control “single trigger” equity acceleration provisions

 

  

LOGO   No dividends or dividend equivalents paid until vesting

 

LOGO   No hedging or pledging of company shares

 

LOGO   No supplemental executive retirement plan

 

LOGO   No excessive perquisites

 

 

SAY-ON-PAY (page 38)

 

 

 

     LOGO

 

 

 

Shareholders continued to show strong support of our executive compensation programs, with more than 93% of the votes cast for the approval of the “say-on-pay” proposal at our 2019 annual general meeting of shareholders.

 

 

 

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proxy Statement Summary  

 

 

2019 INTERIM CEO (CURRENT EXECUTIVE CHAIRMAN) TOTAL COMPENSATION MIX (page 39)

Our compensation program is designed to reward executives for their overall contribution to Company performance, including the Company’s execution against its business plan and the creation of shareholder value, and to provide executives with an incentive to continue to expand their contributions to Accenture. The following reflects the mix of pay for our then interim chief executive officer (and current executive chairman), David Rowland, for fiscal 2019 performance:

 

 

INTERIM CEO FISCAL 2019 COMPENSATION DECISIONS(1)

 

LOGO

 

(1)

Includes compensation for his services as chief financial officer from September 1, 2018 through January 9, 2019 and interim chief executive officer from January 10, 2019 through August 31, 2019.

PAY-FOR-PERFORMANCE (page 37)

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 83rd percentile among the companies in our peer group. The realizable total direct compensation for our former chairman and chief executive officer with respect to fiscal years 2017 and 2018 and our interim chief executive officer (and current executive chairman) with respect to fiscal year 2019 (which includes compensation for his services as chief financial officer from September 1, 2018 through January 9, 2019), was at the 64th percentile, which indicates that pay and performance are aligned. See page 37 for a definition of realizable total direct compensation.

 

 

        LOGO

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT    

 

 

TABLE OF

CONTENTS

 

CORPORATE GOVERNANCE      1  

 

Corporate Governance Practices

     1  

 

Leadership Structure

     3  

 

Independent Lead Director; Executive Sessions

     3  

 

Director Independence

     4  

 

Strategic Oversight

     5  

 

Risk Oversight

     6  

 

Board Meetings

     7  

 

Director Attendance at Annual Meetings

     7  

 

Committees of the Board

     7  

 

Oversight of Compensation

     10  

 

Certain Relationships and Related Person Transactions

     11  

 

Shareholder Engagement

     12  

 

Political Contributions and Lobbying

     12  

 

Corporate Citizenship

     13  

 

Communicating with the Board

     15  

 

RE-APPOINTMENT OF DIRECTORS

     16  

 

Proposal 1: Re-Appointment of Directors

     16  

 

Director Characteristics and Succession Planning

     16  

 

Board Diversity and Tenure

     17  

 

Qualifications and Experience of Director Nominees

     18  

 

Process for Selecting New Outside Directors

     18  

 

Director Orientation and Continuing Education

     19  

 

Process for Shareholders to Recommend Director Nominees

     19  

 

Director Biographies

     20  

 

DIRECTOR COMPENSATION

     26  

 

Elements of Director Compensation

     26  

 

Director Compensation for Fiscal 2019

     27  

 

BENEFICIAL OWNERSHIP

     29  

 

Beneficial Ownership of Directors and Executive Officers

     29  

 

Beneficial Ownership of More than 5%

     30  

 

EXECUTIVE COMPENSATION

     31  

 

Proposal 2: Non-Binding Vote to Approve Executive Compensation

     31  

 

Compensation Discussion and Analysis

     32  

 

Compensation Committee Report

     51  

 

Compensation Committee Interlocks and Insider Participation

     51  

 

Summary Compensation Table

     52  

 

Grants of Plan-Based Awards for Fiscal 2019

     54  

 

Outstanding Equity Awards at August 31, 2019

     55  

 

Stock Vested in Fiscal 2019

     56  

 

Potential Payments upon Termination

     57  

 

Pay Ratio

     59  

 

Proposal 3: Approval of Amended and Restated Accenture plc 2010 Share Incentive Plan

  

 

 

 

61

 

 

 

Securities Authorized for Issuance under Equity Compensation Plans as of August 31, 2019

  

 

 

 

68

 

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Table of Contents  

 

 

 

AUDIT

     69  

 

Audit Committee Report

     69  

 

Proposal 4: Non-Binding Ratification of Appointment of Independent Auditors and Binding Authorization of the Board to Determine Its Remuneration

  

 

 

 

70

 

 

 

Independent Auditor’s Fees

     71  

 

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

  

 

 

 

71

 

 

 

ANNUAL IRISH LAW PROPOSALS

     72  

 

Proposal 5: Board Authority to Issue Shares

     72  

 

Proposal 6: Board Authority to Opt-Out of Pre-emption Rights

     73  

 

Proposal 7: Determine Price Range for Re-Allotment of Treasury Shares

     74  

 

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

     75  

 

ADDITIONAL INFORMATION

     79  

 

Availability of Materials

     79  

 

Householding of Shareholder Documents

     79  

 

Submission of Future Shareholder Proposals

     79  

 

About Accenture

     80  

 

Reconciliation of Non-GAAP Measures to GAAP Measures

     80  

 

Forward-Looking Statements

     81  

 

ANNEX A — Amended and Restated Accenture plc 2010 Share Incentive Plan

  

 

 

 

A-1

 

 

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.

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT     1

 

 

 

 

CORPORATE

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, committee charters and a Code of Business Ethics which, together with our Memorandum and Articles

of Association, form the governance framework for the Board and its committees. The Board regularly (and at least annually) reviews its Corporate Governance Guidelines and other corporate governance documents and from time to time revises them when it believes it serves the interests of the Company and its shareholders to do so and in response to changing regulatory and governance requirements and best practices. The following sections provide an overview of our corporate governance structure, including director independence and other criteria we use in selecting director nominees, our Board leadership structure and the responsibilities of the Board and each of its committees.

 

 

 

Key Corporate Governance Documents

    

 

       The following materials are accessible through the Governance Principles section of our website at https://accenture.com/us-en/company-principles:  
 

•   Corporate Governance Guidelines

 

•   Code of Business Ethics

 

  

•   Committee Charters

 

•   Memorandum and Articles of Association

 

 

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, 6th Floor, 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 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.

 

Authority to call special meetings   

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

 

No shareholder rights plan (“poison pill”)   

The Company does not have a poison pill.

 

Proxy access right   

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

 

Independent Board   

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

 

100% independent Board committees   

Each of our 4 committees consists solely of independent directors. Each standing committee operates under a written charter, which is reviewed annually, that has been approved by the Board.

 

Strong independent Lead Director, elected by

the independent directors

  

We have an independent Lead Director of the Board who has comprehensive duties that are set forth in the Company’s Corporate Governance Guidelines, including leading regular executive sessions of the Board, where independent directors meet without management, including the executive chairman, present.

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   2

 

 

   

Annual Board, committee and individual

director self-assessment process

  

The Nominating & Governance Committee conducts a confidential survey of the Board and its committees each year. The independent 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.

 

Commitment to Board refreshment   

Our Board takes an active role in Board succession planning, is committed to Board refreshment and works towards creating a balanced Board with both fresh perspectives and deep experience. The current average tenure of our 11 director nominees is 3.7 years.

 

Robust director selection process   

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

 

Active shareholder engagement   

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

 

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. 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.

 

Clawback policy   

We maintain a clawback policy applicable to our executive chairman and our 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 executive chairman and our chief executive officer) as well as our 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.

 

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.

 

Prohibition on hedging or pledging
of company stock
  

Our directors and all employees are prohibited from entering into hedging transactions, and our directors, our executive chairman and our chief executive officer, members of our global management committee and other key employees are prohibited from entering into pledging transactions.

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   3

 

 

LEADERSHIP STRUCTURE

Our Corporate Governance Guidelines provide the Board with the flexibility to choose the appropriate Board leadership structure for the Company based on what it believes is best for Accenture and its shareholders at a given point in time. Our Corporate Governance Guidelines also provide that if the same person holds the chairman and chief executive officer 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 independent Lead Director.

The Board regularly reviews its leadership structure, and as part of the Company’s recent chief executive officer succession process, the Board thoroughly evaluated whether to split or combine the chair and chief executive officer roles and whether an executive or an independent director should serve as chairman. The Board has in the past combined the roles of chief executive officer and chair, most recently during Pierre Nanterme’s tenure as chief executive officer and chair.

After careful consideration, the Board determined that, at this time, having separate chief executive officer and chair roles is best for Accenture and its shareholders. As chief executive officer, Ms. Sweet is responsible for developing and overseeing the implementation of our business strategy as well as leading and managing the day-to-day operations of the Company. With Mr. Rowland serving as executive chair, the Company continues to leverage Mr. Rowland’s experience. In this role, Mr. Rowland focuses on Board oversight and governance matters, and serves as the liaison between the Board and management, working closely with the independent Lead Director and our chief executive officer.

We believe it is important that the Board retain flexibility to determine whether these roles should be separate or combined based upon the Board’s assessment of the Company’s needs. The Board recognizes that no single leadership model is right for all companies and at all times, and will continue to evaluate whether to split or combine the roles to ensure our leadership structure continues to be in the best interests of the Company and our shareholders.

In addition, in accordance with our Corporate Governance Guidelines, the independent directors designated Marjorie Magner as our independent Lead Director, with Gilles Pélisson to succeed her as independent Lead Director, effective at the completion of the Annual Meeting (subject to his re-election at the Annual Meeting).

The Board believes that the presence of our independent Lead Director who, as described below, has meaningful oversight responsibilities, coupled with an executive chairman and a separate chief executive officer, provides the Company with the optimal leadership to drive the Company forward at this time.

INDEPENDENT LEAD DIRECTOR; EXECUTIVE SESSIONS

The independent Lead Director helps ensure there is an appropriate balance between management and the independent directors and that the independent directors are fully informed and able to discuss and debate the issues that they deem important.

In assessing who was best positioned to succeed Marjorie Magner as the independent Lead Director, the Nominating & Governance Committee considered the responsibilities of the independent Lead Director (as summarized below) as well as the core skills needed to fulfill this role, including, among others, each independent director’s ability to lead their fellow independent directors, communication skills, personal effectiveness and sufficient experience and tenure at Accenture.

Marjorie Magner met with each of the independent directors to discuss the criteria, process and potential candidates, and, following these discussions, the independent directors determined to designate Mr. Pélisson as the independent Lead Director to succeed Marjorie Magner upon the completion of the Annual Meeting.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   4

 

 

Independent Lead Director Responsibilities

 

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.

 

Board meetings  

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

 

Executive sessions  

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

 

Communicating with directors  

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

 

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.

 

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, including the executive chairman. Accordingly, our independent directors meet separately in executive session at each regularly scheduled in-person Board meeting. Our independent directors held 4 executive sessions during fiscal 2019, all of which were led by the independent Lead Director.

DIRECTOR INDEPENDENCE

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 David Rowland and Julie Sweet, each of our directors (Jaime Ardila, Herbert Hainer, Marjorie Magner, Nancy McKinstry, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala, Arun Sarin, Frank K. Tang and Tracey T. Travis) is independent under all applicable standards, including those applicable to committee service. The Board concurred in these recommendations. In addition, the Board determined that Charles H. Giancarlo, who was not subject to re-appointment at the 2019 Annual Meeting, was independent during the period he served on the Board during fiscal 2019. In reaching its determinations, the Nominating & Governance Committee and the Board considered that during fiscal 2019, Nancy McKinstry, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala, Tracey T. Travis and Charles H. Giancarlo 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.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   5

 

 

STRATEGIC OVERSIGHT

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. Periodically, 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.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   6

 

 

RISK OVERSIGHT

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:

 

  identifies its material operational, strategic and financial risks;

 

  develops plans to monitor, manage and mitigate these risks; and
  evaluates and prioritizes these risks by taking into account many factors, including the potential impact of risk events should they occur, the likelihood of occurrence and the effectiveness of existing risk mitigation strategies.
 

 

 

 

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 a quarterly update on the ERM program. 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 and its committees, including its focus on the most critical issues and risks.

 

     
   
   

As described above, the Board actively oversees a number of risks, which include cybersecurity risks. The Audit Committee, which is responsible for risk oversight, is continually updated by the chief operating officer regarding ERM, including cybersecurity concerns and the Company’s approach to managing cybersecurity risks. The chief information security officer also regularly presents to the Audit Committee regarding cybersecurity.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   7

 

 

BOARD MEETINGS

During fiscal 2019, the Board held 9 meetings, 5 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.

 

 

During fiscal 2019, all of our incumbent directors attended at least 75% of the meetings of the Board and the committees on which they served (during the periods when they served).

 

 

DIRECTOR ATTENDANCE AT ANNUAL MEETINGS

All of our 11 Board members who served on the Board at the time of our 2019 annual general meeting of shareholders and were subject to re-appointment at that meeting attended the 2019 meeting.

COMMITTEES OF THE BOARD

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 2019.

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 2019, Nancy McKinstry became chair of the Compensation Committee. Effective January 31, 2020, subject to his re-election at the Annual Meeting, Arun Sarin will become the Nominating & Governance Committee chair.

 

   

Committees

 

Board Member

 

 

Audit

 

  

Compensation

 

  

Finance

 

  

Nominating &
Governance

 

 

Jaime Ardila(1)

  🌑

 

        C

 

    

 

Herbert Hainer

       🌑

 

   🌑

 

    

 

Marjorie Magner(2)

       🌑

 

        🌑

 

 

Nancy McKinstry

       C

 

        🌑

 

 

Gilles C. Pélisson(3)(4)

                 C

 

 

Paula A. Price(1)

  C

 

   🌑

 

         

 

Venkata (Murthy) Renduchintala

  🌑

 

              

 

Arun Sarin(5)

       🌑

 

        🌑

 

 

Frank K. Tang

            🌑

 

    

 

Tracey T. Travis(1)

  🌑

 

        🌑

 

    

 

Number of Meetings in Fiscal 2019

 

  9

 

   8

 

   6

 

   8

 

🌑 Member        C Chair

 

(1)

Audit Committee Financial Expert as defined under SEC rules.

 

(2)

Current independent Lead Director of the Board, but not subject to re-appointment at the Annual Meeting and will step down as independent Lead Director, effective at the completion of the Annual Meeting.

 

(3)

Subject to re-election at the Annual Meeting, will become independent Lead Director of the Board, effective at the completion of the Annual Meeting.

 

(4)

Will step down as chair of the Nominating & Governance Committee, effective January 31, 2020.

 

(5)

Subject to re-election at the Annual Meeting, will become chair of the Nominating & Governance Committee, effective January 31, 2020.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   8

 

 

AUDIT

COMMITTEE

 

 

 

 

 

Oversees the Company’s

accounting, financial

reporting processes and

audits of financial statements

and internal controls

 

    

The Audit Committee’s primary responsibilities include oversight of the following:

 

•   the quality and integrity of the Company’s accounting and reporting practices and controls, and the financial statements and reports of the Company;

 

•   the Company’s compliance with legal and regulatory requirements;

 

•   the independent auditor’s qualifications and independence; 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

 

 

LOGO

 

Paula A. Price (Chair)

 

Jaime Ardila

 

Venkata (Murthy) Renduchintala

 

Tracey T. Travis

 

 

 

 

 

 

 

 

 

 
 

 

FINANCE

COMMITTEE

 

 

 

 

 

Oversees the Company’s

capital and treasury activities

 

    

The Finance Committee’s primary responsibilities include oversight of the Company’s:

 

•   capital structure and corporate finance strategy and activities;

 

•   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

 

LOGO

 

Jaime Ardila (Chair)

 

Herbert Hainer

 

Frank K. Tang

 

Tracey T. Travis

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   9

 

 

NOMINATING & GOVERNANCE

COMMITTEE

 

 

 

 

Oversees 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 process;

 

•   together with the Compensation Committee, conducting an annual review of the Company’s chief executive officer and executive chairman, if any;

 

•   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 also 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

 

 

LOGO

 

Gilles C. Pélisson (Chair)

 

Marjorie Magner

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

 

Nancy McKinstry

 

Arun Sarin

(Will become Chair of the Committee
effective January 31, 2019)

 

 

 

 

 

                                                                                            

 

  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 independent Lead Director.

 

 
  LOGO  
   

 

INTERVIEWS

 

 

 

 

 

 

The independent 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.

 

 
    LOGO  
   

 

BOARD SUMMARY

 

 

 

 

 

 

Summaries of the committee, Board and independent Lead Director evaluations are provided to the Board.

 

 
    LOGO  
   

 

FEEDBACK INCORPORATED

 

 

 

 

 

 

Policies and practices are updated as appropriate as a result of director feedback.

 

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   10

 

 

COMPENSATION

COMMITTEE

 

          

 

 

Oversees the Company’s

global compensation

philosophy, policies and

programs

 

    

The Compensation Committee’s primary responsibilities include oversight of the following:

 

•   together with the Nominating & Governance Committee, conducting an annual review of the Company’s executive chairman, if any, and chief executive officer;

 

•   setting the compensation of our executive chairman, if any, our 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

 

 

LOGO

 

Nancy McKinstry (Chair)

 

Herbert Hainer

 

Marjorie Magner

(Not subject to re-appointment at the

Annual Meeting)

 

Nancy McKinstry

 

Paula A. Price

 

Arun Sarin

 

OVERSIGHT OF COMPENSATION

A number of individuals and entities contribute to the process of reviewing and determining the compensation of our executive chairman, if any, our chief executive officer, members of our global management committee and directors:

 

  Compensation Committee. Our Compensation Committee makes the final determination regarding the annual compensation of our executive chairman, if any, our chief executive officer and members of our global management committee, taking into consideration, among other factors, an evaluation of each individual’s performance, the recommendation of the executive chairman, if any, and the chief executive officer regarding the compensation of the members of our global management committee and the advice of the Compensation Committee’s independent compensation consultant. In addition, our Compensation Committee reviews and, based in part on the advice of its independent consultant, makes recommendations to the Board with respect to the appropriateness of the compensation paid to our independent directors, and the full Board then reviews these recommendations and makes a final determination on the compensation of our independent directors. For a more detailed discussion regarding the role of compensation consultants with respect to executive and director compensation, see “Executive Compensation—Compensation Discussion and Analysis—Role of Compensation Consultants.”
  Nominating & Governance Committee. Together with the Compensation Committee, the Nominating & Governance Committee reviews the performance of, and provides a performance rating for, our executive chairman, if any, and our chief executive officer.

 

  Executive Chairman and Chief Executive Officer. The executive chairman, if any, and the chief executive officer provide the Compensation Committee with an evaluation of the performance of each member of our global management committee, which includes an assessment of each individual’s performance against his or her annual objectives and a recommendation regarding his or her compensation.

 

  Chief Leadership & Human Resources Officer. Our chief leadership & human resources officer solicits input from members of our global management committee and other senior leaders of the Company regarding the performances of our executive chairman, if any, and our chief executive officer to aid the Compensation Committee and Nominating & Governance Committee in the review of their performance.
 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   11

 

 

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, including the importance of the transaction both to the related person and to Accenture;

 

 

whether the transaction would likely impair the judgment of a director or an executive officer to act in the best interest of the Company and, in the case of an outside director, whether it would impair his or her independence; and

 

 

whether the value and the terms of the transaction are fair to the Company and on a substantially similar basis as would apply if the transaction did not involve a related person.

Certain Related Person Transactions

From time to time, institutional investors, such as large investment management firms, mutual fund management organizations and other financial organizations, become beneficial owners of 5% or more of our Class A ordinary shares and, as a result, are considered “related persons” under the Related Person Transactions Policy. We may conduct business with these organizations in the ordinary course. During fiscal 2019, 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 provided consulting and outsourcing services to The Vanguard Group (“Vanguard”), which, together with its affiliates, beneficially owned approximately 8.5% of our outstanding Class A ordinary shares based on information disclosed in a Schedule 13G/A filed with the SEC on February 11, 2019. Accenture recorded revenues of approximately $13.6 million for these services. In addition, Vanguard and its affiliates received investment management fees totaling approximately $3.2 million with respect to mutual funds offered under the Company’s global retirement programs.
  BlackRock, Inc. (“BlackRock”) and its affiliates received investment management fees totaling approximately $1.6 million with respect to mutual funds offered under the Company’s global retirement programs. BlackRock, together with its affiliates, beneficially owned approximately 6.4% of our outstanding Class A ordinary shares based on information disclosed in a Schedule 13G/A filed with the SEC on February 4, 2019.
 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   12

 

 

SHAREHOLDER ENGAGEMENT

We maintain an ongoing, proactive outreach effort with our shareholders. Throughout the year, members of our Investor Relations team and leaders of our business engage with our shareholders to seek their input, to remain well-informed regarding their perspectives and to help increase their understanding of our business. In particular, through the engagement, we leverage the discussions to cover topics of interest to our shareholders, including our strategy, compensation, risk oversight, Board and other governance topics.

 

 

This year, as part of our recurring engagement with shareholders, our outreach included, among other things, an update on our environmental, social and governance initiatives. In a combined effort with Investor Relations and Legal teams, we reached out to our top 30 shareholders. The discussions occurred in October through December 2019. The feedback received from our shareholder outreach efforts is communicated to and considered by the Board, and our engagement activities have produced valuable feedback that helps inform our decisions and our strategy, when appropriate.

 

 

 

Engaged with holders of more than

35% of our shares outstanding,

including approximately

 

 

LOGO

 

 

POLITICAL CONTRIBUTIONS AND LOBBYING

Pursuant to the Company’s political contributions and lobbying policy, the Company has a long-standing global policy against making contributions to political parties, political committees or candidates using 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 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.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   13

 

 

CORPORATE CITIZENSHIP

Companies have an opportunity to step up and positively impact the world at a scale that makes a difference, and we use our understanding of technology and its impact to create societies that offer more opportunities to more people. To facilitate our progress and performance, the Nominating & Governance Committee oversees our position and practices on matters related to corporate social responsibility.

 

   LOGO       

OUR

COMMITMENT

STARTS AT

THE TOP

   We are committed to delivering value for all our stakeholders. This includes being a responsible business in how we serve our clients, which creates value in our communities and for our people. Helping our clients succeed has an impact on the millions of people they employ and the communities where we all work and live.
  

 

Julie Sweet

Chief Executive Officer

 

             LOGO                          

 

Together we are working to improve the lives of people around the world, now and for the next generation.

 

       

 

LOGO

 

SHAPING RESPONSIBLE

BUSINESS

 

We have always believed that a responsible approach to business is fundamental to success.

   

 

LOGO

 

INNOVATING

FOR SOCIETY

 

Through the ingenuity of our people, our technology expertise and a broad ecosystem of partners, we innovate at a scale that helps address significant social issues.

 
   

Integrity. A commitment to ethics, human rights and strong corporate governance are key elements of our business strategy that are essential for growth, give us a competitive advantage and help to safeguard our people, clients, brand and financial performance. We’re proud to have been recognized among Ethisphere’s World’s Most Ethical Companies for 12 consecutive years.

 

Sustainability. We are committed to doing our part to protect the planet and to helping those around us pursue their environmental goals. In September 2019, we announced our commitment to using 100% renewable energy across our global office portfolio by 2023. Shifting to renewable forms of power is a critical step toward achieving the Science-Based Target we set to reduce our absolute greenhouse gas emissions 11% by 2025 against our 2016 baseline.

 

Supply Chain. With a multi-billion-dollar supply chain, we have the purchasing power to drive positive change on a global scale. We work closely with our suppliers to promote shared values and advance key priorities, such as sustainability, inclusion and diversity, human rights and innovation. Our ambition is to shift the culture of buying both inside and outside our company, while generating long-term value for our clients, our suppliers and our communities.

   

Technology & Society. We are using the power of new technologies to address a variety of complex societal challenges in areas such as health, human rights, inclusion and environmental sustainability. Through these technologies, we can create solutions that make a positive, lasting impact for people and communities in ways that were not previously possible.

 

Skills to Succeed. Through our Skills to Succeed initiative, we are addressing—at scale—the global need for skills that open doors to employment and economic opportunity, continually evolving our programs to focus on relevant skills. To date, with our strategic partners, we have equipped more than 2.8 million people with the skills to get a job or build a business, and in 2018 we committed more than US$200 million over the next three years to help equip people around the world with job skills for the digital age.

 

Social Innovators. Inspired by the difference that our people around the world are making, we are centralizing how we use innovation to tackle a number of challenging issues. This company-wide initiative brings our innovators together in a virtual community to learn best practices, to create global events and design competitions and to share ideas and success stories with colleagues around the globe.

 

Our annual Corporate Citizenship Report explores our goals, progress and performance across our global operations and serves as our Communication on Progress to the United Nations Global Compact. View our most recent report at https://www.accenture.com/corporatecitizenship.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   14

 

 

Our People

 

 

People are our most important source of competitive strength. We are focused on creating a truly human environment, where our people can be their best selves, both professionally and personally. We have a relentless focus on helping them develop skills to remain at the forefront of both technology and industry. To do this, we invest nearly US$1 billion annually in continuous learning and professional development opportunities that are customized for each individual and specialized to ensure our people are highly relevant.

 

 

 

LOGO

 

LOGO

 

 

We are proud to be recognized as an employer of choice for the world’s innovators by many respected organizations, including Business Today/People Strong’s Best Companies to Work For in India – 8 consecutive years, The Sunday Times Best 25 Big Companies to Work For in the UK – 4 consecutive years and FORTUNE’s 100 Best Companies to Work For in the US – 11 consecutive years.

Workplace Respect

 

 

LOGO

  

Respect for the individual flows through everything we do, helping shape our culture and define our character. We are committed to fostering a trusting, open and inclusive environment where each person is treated in a manner that reflects our values.

 

The first fundamental behavior featured in our Code of Business Ethics is “Make Your Conduct Count,” which articulates five locally relevant yet globally applicable standards that guide our people’s behavior across our diverse organization. The standards are treating each other with respect, conducting ourselves with the highest standards of professional behavior, not engaging in discrimination, speaking up without fear of retaliation and avoiding personal conflicts of interest.

 

This framework creates a foundation for a respectful, inclusive and ethical environment that helps us inspire our people. We believe these ethical behaviors are critical to the success of our business.

Advancing Inclusion & Diversity

Our unwavering commitment to inclusion and diversity enables us to attract, develop, inspire and reward top talent. It creates an environment that unleashes innovation, allows our people to perform at their very best and underpins a culture in which everyone feels they have an equal opportunity to belong and build a career.

This commitment starts at the top with our executive chairman, chief executive officer and Board. And we expect leaders at all levels to help create and sustain a culture where everyone can advance and thrive. Our areas of focus include gender, ethnicity, LGBTQ+, persons with disabilities and cross-cultural diversity.

Gender Diversity

We are making progress on our path to achieving a gender-balanced workforce by 2025. At the end of fiscal 2019, approximately 44 percent of our people were women, up from 38 percent in 2016. Additionally, we strive to ensure that all our people are compensated fairly and equitably from the moment we hire them through the milestones of their careers here. When we see a disparity for any of our people, we fix it.

 

 

LOGO


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Corporate Governance   15

 

 

COMMUNICATING WITH THE BOARD

The Board welcomes questions and comments. Any interested parties, including shareholders, may submit their communication to our General Counsel, Secretary and Chief Compliance Officer, who will determine when communications and concerns will be forwarded to the Board, our independent directors as a group or our independent Lead Director.

Address correspondence to: Attention: General Counsel, Secretary and Chief Compliance Officer, 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 Helpline, which are available on the website at the address below.

Website: https://businessethicsline.com/accenture


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT     16

 

 

 

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 (unless his or her office is vacated earlier in accordance with our Articles of Association).

 

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.

David Rowland was appointed by the Board as a director effective January 10, 2019 and was appointed executive chairman effective September 1, 2019. Julie Sweet became chief executive officer of the Company and was appointed by the Board as a director effective September 1, 2019. Both David Rowland and Julie Sweet are subject to re-appointment by our shareholders at the Annual Meeting. In addition, in connection with our efforts to continually refresh the Board, Marjorie Magner, who currently serves as our independent Lead Director, is not subject to re-appointment at the Annual Meeting and will step down, effective at the completion of the Annual Meeting. We thank Ms. Magner for her leadership, dedicated service to the Company and our shareholders and many contributions to the Board, particularly during the past year of leadership transitions. The independent directors have appointed Gilles Pélisson, one of our current independent directors, to become our independent Lead Director, effective at the completion of the Annual Meeting and subject to his re-election 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; Herbert Hainer; Nancy McKinstry; Gilles C. Pélisson; Paula A. Price; Venkata (Murthy) Renduchintala; David P. Rowland; Arun Sarin; Julie Sweet; Frank K. Tang and Tracey T. Travis.”

 

LOGO

DIRECTOR CHARACTERISTICS AND SUCCESSION PLANNING

Our Board is committed to regular renewal and refreshment and has continuously enhanced the director recruitment and selection process, resulting in a well-qualified and diverse group of director nominees. As part of that process, the Nominating & Governance Committee regularly reviews the composition of our Board and assesses the skills and characteristics of our directors with a view towards enhancing the composition of our Board to support the Company’s evolving strategy.

Consistent with the Company’s Corporate Governance Guidelines, the Nominating & Governance 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:

 

  the time, energy and judgment to effectively carry out his or her responsibilities as a member of the Board;

 

  a professional background that would enable the candidate to develop a deep understanding of our business;
  the ability to exercise judgment and courage in fulfilling his or her oversight responsibilities; and

 

  the ability to embrace Accenture’s values and culture, and the possession of the highest levels of integrity.
 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   17

 

 

In addition, in light of the skills and expertise of the incumbent directors, the committee assesses the contribution that a particular candidate’s skills and expertise will make with respect to guiding and overseeing Accenture’s strategy, operations and management.

BOARD DIVERSITY AND TENURE

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 7 new directors since 2015.

Our director nominees reflect those efforts and the importance of diversity to the Board. Of our 11 director nominees:

BOARD DIVERSITY

 

     

 

GENDER

 

 

 

LOGO

   

 

ETHNICITY

 

 

 

LOGO

   

 

GLOBAL

 

 

LOGO

 

BOARD COMMITTEES

CHAIRED BY WOMEN

 

   

SIGNIFICANT BOARD

REFRESHMENT

 

   

AGE DISTRIBUTION

 

         

LOGO

   

LOGO

  

 

 

New Directors

Over Past 5 Years

   

LOGO

 

  

 

 

Average Age

 

of Director

 

Nominees

 

 

    of Committees Chaired by Women

 

          

    Age range: 51 – 65

 

BOARD TENURE

 

 

 

LOGO


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   18

 

 

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. We have identified below the areas where each 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 20 to 25 of this proxy statement.

 

 

LOGO

 

*

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.

PROCESS FOR SELECTING NEW OUTSIDE DIRECTORS

To identify, recruit and evaluate qualified candidates for the Board, the Board has used the services of professional search firms. In some cases, nominees have been individuals known to Board members or others through business or other relationships. Typically, a third-party professional search firm identifies potential director nominees. Prior to a potential director’s nomination, the director candidate will meet separately with the executive chairman, if any, the chief executive officer, the chair of the Nominating & Governance Committee and the independent Lead Director, who will consider the potential director’s candidacy. In addition, a professional search firm retained by the Nominating & Governance Committee will verify information about the prospective candidate. A background check will be completed before a final recommendation is made to the Board. Generally, director candidates will also meet separately with other members of the Board, and after review and discussion with each of these directors, the Nominating & Governance Committee will decide whether to recommend, and the Board will decide whether to approve, the candidate’s appointment as a director.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   19

 

 

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: Chair of the Nominating & Governance Committee, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA, Attention: General Counsel, Secretary and Chief Compliance Officer. 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 2021 annual general meeting).


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   20

 

 

DIRECTOR BIOGRAPHIES

Set forth below are the biographies of our director nominees up for reelection at the Annual Meeting.

JAIME

ARDILA

 

   

 

LOGO

 

DIRECTOR SINCE 2013

 

INDEPENDENT

 

64 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 chairman of the board of Goldman Sachs BDC, Inc. and a director of Nexa Resources S.A. He previously served on the board of Ecopetrol S.A. from 2016 to 2019.

 

 

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.

HERBERT

HAINER

 

   

 

LOGO

 

DIRECTOR SINCE 2016

 

INDEPENDENT

 

65 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.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   21

 

 

NANCY

MCKINSTRY

 

   

 

LOGO

 

DIRECTOR SINCE 2016

 

INDEPENDENT

 

60 YEARS OLD

 

COMPENSATION COMMITTEE (Chair)

 

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.

GILLES C.

PÉLISSON

 

   

 

LOGO

 

DIRECTOR SINCE 2012

 

INDEPENDENT

 

62 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.

 

Subject to his re-election at the Annual Meeting, Mr. Pélisson has been appointed to succeed Marjorie Magner as independent Lead Director of the Board, effective as of the completion of the Annual Meeting, and will cease being chair of the Nominating & Governance Committee, effective January 31, 2020.

 

 

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.

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   22

 

 

PAULA A.

PRICE

 

   

 

LOGO

 

DIRECTOR SINCE 2014

 

INDEPENDENT

 

58 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 previously served as a director of Dollar General Corporation from 2014 to 2018 and Western Digital Corporation from 2014 to 2019.

 

 

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.

VENKATA (MURTHY)

RENDUCHINTALA

 

   

 

LOGO

 

DIRECTOR SINCE 2018

 

INDEPENDENT

 

54 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 group president of the Technology, Manufacturing and Systems Architecture 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.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   23

 

 

DAVID

ROWLAND

 

   

 

LOGO

 

DIRECTOR SINCE 2019

 

EXECUTIVE CHAIRMAN

 

58 YEARS OLD

 

 

David Rowland became executive chairman of the Board of Directors in September 2019 and has served as a Board member since January 2019. From January 2019 to September 2019, he served as our interim chief executive officer. Prior to assuming that role, Mr. Rowland was our chief financial officer from July 2013 to January 2019. Previously, he served as our senior vice president—Finance from October 2006 to July 2013 and our managing director—Finance Operations from July 2001 to October 2006. Earlier in his career with the Company, he served as our finance director—Communications, Media & Technology operating group and as our finance director—Products operating group. Prior to the merger of Accenture Holdings plc with and into Accenture plc in March 2018, Mr. Rowland served on the board of Accenture Holdings plc.

 

 

SPECIFIC EXPERTISE: Mr. Rowland brings to the Board a deep knowledge of Accenture’s business, the global marketplace and the competitive environment—coupled with his significant leadership experience—from his 36 years with the company, including his previous executive roles as interim chief executive officer and chief financial officer. The Board also benefits from Mr. Rowland’s perspective as a longstanding member of Accenture’s global management commitee and senior leadership team who has played a significant role in shaping Accenture’s long-term business strategy.

ARUN

SARIN

 

   

 

LOGO

 

DIRECTOR SINCE 2015

 

INDEPENDENT

 

65 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 chairman of the board of Cerence, Inc. and 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.

 

Subject to his re-election at the Annual Meeting, Mr. Sarin has been appointed to succeed Mr. Pélisson as chair of the Nominating & Governance Committee, effective January 31, 2020.

 

 

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.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   24

 

 

JULIE

SWEET

 

   

 

LOGO

 

DIRECTOR SINCE 2019

 

CEO

 

52 YEARS OLD

 

 

Julie Sweet became our chief executive officer and a member of the Board of Directors in September 2019. From June 2015 to September 2019, Ms. Sweet served as chief executive officer of Accenture’s business in North America. From March 2010 to June 2015, she was our general counsel, secretary and chief compliance officer. Prior to joining Accenture in 2010, Ms. Sweet was a partner for 10 years in the law firm Cravath, Swaine & Moore LLP.

 

 

SPECIFIC EXPERTISE: Ms. Sweet brings to the Board a strong leadership track record from her tenure as a member of Accenture’s global management committee and senior leadership team. Given her previous executive roles as chief executive officer of Accenture’s business in North America, the company’s largest geographic market, and general counsel, secretary and chief compliance officer, Ms. Sweet also brings to the Board a broad understanding of the Company’s business, operations and growth strategy. The Board also benefits from Ms. Sweet’s perspective from her external leadership as a member of the World Economic Forum’s International Business Council and the Business Roundtable and her public policy advocacy in the areas of innovation, technology’s impact on business and inclusion and diversity.

FRANK K.

TANG

 

   

 

LOGO

 

DIRECTOR SINCE 2014

 

INDEPENDENT

 

51 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.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Proposal 1: Re-Appointment of Directors   25

 

 

TRACEY T.

TRAVIS

 

   

 

LOGO

 

DIRECTOR SINCE 2017

 

INDEPENDENT

 

57 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.

Marjorie Magner is not subject to re-appointment at the Annual Meeting.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT     26

 

 

DIRECTOR

COMPENSATION

             The Compensation Committee reviews and, based in part on the advice of its independent consultant, makes recommendations to the full Board with respect to the compensation of our independent directors annually or more frequently as circumstances may warrant. The full Board reviews these recommendations and makes a final determination on the compensation of our directors. The Compensation Committee’s review of director compensation in fiscal 2019
included consideration of the compensation practices of the boards of directors of relevant peer companies and the general market, as well as a study by its independent consultant, which was prepared at the request of the Compensation Committee. After review of the Compensation Committee’s recommendation, the Board approved the independent director compensation for fiscal 2019 below.

ELEMENTS OF DIRECTOR COMPENSATION

Each independent director receives annual compensation in the form of an annual cash retainer and an annual equity retainer, as well as the additional retainers as noted below:

 

 

DIRECTOR COMPENSATION(1)

 

LOGO

 

 

Additional Annual Director Compensation

 

• $25,000 Retainer for Audit Committee Chair

 

• $15,000 Retainer for Audit Committee Members

 

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

 

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

 

• $42,500 Retainer for independent Lead Director/
Non-Executive Chair

 

(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 2019 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 $210,000 upon appointment to the Board. The non-executive chair, if any, receives an additional award of fully-vested RSUs valued at approximately $200,000.

Governance Features

Our compensation program for independent directors operates with the following governance features:

 

  Equity Ownership Requirements. Directors must maintain ownership of Accenture equity having a fair market value equal to 3 times the value of the annual director equity grants. This requirement must be met by each director within 3 years of joining the Board. Each of our directors who had been a director for 3 or more years met this requirement in fiscal 2019.

 

  Limit on Director Compensation. Annual limit of $750,000 in maximum aggregate compensation per individual independent director.

 

  Trading Windows. Our directors can only transact in Accenture securities during approved trading windows after satisfying mandatory clearance requirements.
  Hedging and Pledging Prohibition. Our Restricted Persons Trading policy and our Insider Trading policy prohibit our directors from hedging or pledging Accenture securities.

 

  Other Compensation. Our independent directors do not receive any non-equity incentive plan compensation, participate in any Accenture pension plans or have any non-qualified deferred compensation earnings. We provide our directors with directors and officers liability insurance as part of our corporate insurance policies and have entered into indemnification agreements with each of our directors. We also reimburse our directors for reasonable travel and related fees and expenses incurred in connection with their participation in Board or Board committee meetings and other related activities, such as site visits and presentations in which they engage as directors.
 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Director Compensation   27

 

 

DIRECTOR COMPENSATION FOR FISCAL 2019

As described more fully above, the following table summarizes the annual compensation for our independent directors during fiscal 2019:

 

Name

 

  

Fees Earned or
Paid in Cash($)(1)

 

    

Stock

Awards($)(2)(3)

 

    

All Other

Compensation($)(4)

 

    

Total($)

 

 

 

Jaime Ardila

 

               $

 

135,000

 

 

 

           $

 

209,865

 

 

 

    

 

 

 

 

   $

 

344,865

 

 

 

 

Charles H. Giancarlo(5)

 

    

 

 

 

 

    

 

 

 

 

    

 

 

 

 

    

 

 

 

 

 

Herbert Hainer

 

               $

 

120,000

 

 

 

           $

 

209,884

 

 

 

    

 

 

 

 

   $

 

329,884

 

 

 

 

Marjorie Magner(6)

 

               $

 

162,500

 

 

 

           $

 

409,884

 

 

 

    

 

 

 

 

   $

 

572,384

 

 

 

 

Nancy McKinstry

 

               $

 

130,000

 

 

 

           $

 

209,903

 

 

 

    

 

 

 

 

   $

 

339,903

 

 

 

 

Gilles C. Pélisson

 

               $

 

120,000

 

 

 

           $

 

209,884

 

 

 

    

 

 

 

 

   $

 

329,884

 

 

 

 

Paula A. Price

 

               $

 

135,000

 

 

 

           $

 

209,884

 

 

 

    

 

 

 

 

   $

 

344,884

 

 

 

 

Venkata (Murthy) Renduchintala

 

               $

 

115,000

 

 

 

           $

 

209,942

 

 

 

    

 

 

 

 

   $

 

324,942

 

 

 

 

Arun Sarin

 

               $

 

120,000

 

 

 

           $

 

209,884

 

 

 

    

 

 

 

 

   $

 

329,884

 

 

 

 

Frank K. Tang

 

               $

 

110,000

 

 

 

           $

 

210,000

 

 

 

    

 

 

 

 

   $

 

320,000

 

 

 

 

Tracey T. Travis

 

               $

 

125,000

 

 

 

           $

 

209,932

 

 

 

    

 

 

 

 

   $

 

334,932

 

 

 

 

(1)

The annual retainers and additional retainers for Board committee service paid to our independent directors during fiscal 2019 were as follows:

 

Name

 

  

Annual
Retainer($)

 

    

Committee Chair
Retainer($)

 

    

Committee Member
Retainer($)

 

    

Total($)

 

 

 

Jaime Ardila(a)

 

       $

 

100,000

 

 

 

               $

 

20,000

 

 

 

                   $

 

15,000

 

 

 

   $

 

135,000

 

 

 

 

Charles H. Giancarlo

 

    

 

 

 

 

    

 

 

 

 

    

 

 

 

 

    

 

 

 

 

 

Herbert Hainer(a)

 

       $

 

100,000

 

 

 

    

 

 

 

 

                   $

 

20,000

 

 

 

   $

 

120,000

 

 

 

 

Marjorie Magner

 

       $

 

142,500

 

 

 

    

 

 

 

 

                   $

 

20,000

 

 

 

   $

 

162,500

 

 

 

 

Nancy McKinstry(a)

 

       $

 

100,000

 

 

 

               $

 

20,000

 

 

 

                   $

 

10,000

 

 

 

   $

 

130,000

 

 

 

 

Gilles C. Pélisson(a)

 

       $

 

100,000

 

 

 

               $

 

20,000

 

 

 

    

 

 

 

 

   $

 

120,000

 

 

 

 

Paula A. Price

 

       $

 

100,000

 

 

 

               $

 

25,000

 

 

 

                   $

 

10,000

 

 

 

   $

 

135,000

 

 

 

 

Venkata (Murthy) Renduchintala(a)

 

       $

 

100,000

 

 

 

    

 

 

 

 

                   $

 

15,000

 

 

 

   $

 

115,000

 

 

 

 

Arun Sarin

 

       $

 

100,000

 

 

 

    

 

 

 

 

                   $

 

20,000

 

 

 

   $

 

120,000

 

 

 

 

Frank K. Tang(a)

 

       $

 

100,000

 

 

 

    

 

 

 

 

                   $

 

10,000

 

 

 

   $

 

110,000

 

 

 

 

Tracey T. Travis(a)

 

       $

 

100,000

 

 

 

    

 

 

 

 

                   $

 

25,000

 

 

 

   $

 

125,000

 

 

 

 

  (a)

Messrs. Ardila, Hainer, Pélisson, Renduchintala 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.

 

(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 12 (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, 2019. Reflects the grant of a whole number of shares. With the exception of the award of RSUs with a grant date fair value of approximately $200,000 awarded to Ms. Magner in connection with her service as non-executive chair of the Board, all other RSU awards represent annual grants to our directors.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Director Compensation   28

 

 

(3)

The aggregate number of vested RSU awards outstanding at the end of fiscal 2019 for each of our independent directors was as follows:

 

Name

 

  

Aggregate Number of Vested RSU Awards Outstanding as of
August 31, 2019

 

 

 

Jaime Ardila

 

    

 

2,252

 

 

 

 

Charles H. Giancarlo

 

    

 

 

 

 

 

Herbert Hainer

 

    

 

2,154

 

 

 

 

Marjorie Magner

 

    

 

2,677

 

 

 

 

Nancy McKinstry

 

    

 

1,795

 

 

 

 

Gilles C. Pélisson

 

    

 

2,154

 

 

 

 

Paula A. Price

 

    

 

1,371

 

 

 

 

Venkata (Murthy) Renduchintala

 

    

 

2,122

 

 

 

 

Arun Sarin

 

    

 

1,371

 

 

 

 

Frank K. Tang

 

    

 

2,090

 

 

 

 

Tracey T. Travis

 

    

 

1,779

 

 

 

 

(4)

The aggregate amount of perquisites and other personal benefits received by each of our independent directors in fiscal 2019 was less than $10,000.

 

(5)

Under SEC rules, this director is required to be included in the Director Compensation Table as he served on the Board during a portion of fiscal 2019. This director retired from the Board on February 1, 2019 and did not receive any retainer in fiscal 2019.

 

(6)

Director is not subject to re-appointment at the Annual Meeting.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT     29

 

 

BENEFICIAL OWNERSHIP

BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

To our knowledge, except as otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares beneficially owned by him or her. For purposes of the table below, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which a person is deemed to have “beneficial ownership” of any shares that such person has the right to acquire within 60 days after December 2, 2019. For purposes of computing the percentage of outstanding shares held by each person or group of persons named below, any shares that such person or group of persons has the right to acquire within 60 days after December 2, 2019 are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or group of persons.

The following beneficial ownership table sets forth, as of December 2, 2019, information regarding the beneficial ownership of Accenture plc Class A ordinary shares held by: (1) each of our directors and named executive officers, except Pierre Nanterme given his passing; and (2) all of our current directors and executive officers as a group. No person listed below owns any Accenture plc Class X ordinary shares.

 

    Accenture plc Class A
Ordinary Shares
 

Name of Beneficial Owner(1)

 

 

 

Shares 
Beneficially 
Owned(#) 

 

   

% Shares
Beneficially
Owned

 

 

 

Jaime Ardila

 

   

 

10,099 

 

 

 

   

 

*   

 

 

 

 

Herbert Hainer

 

   

 

3,630 

 

 

 

   

 

*   

 

 

 

 

Marjorie Magner

 

   

 

14,067 

 

 

 

   

 

*   

 

 

 

 

Nancy McKinstry

 

   

 

2,751 

 

 

 

   

 

*   

 

 

 

 

Gilles C. Pélisson

 

   

 

13,055 

 

 

 

   

 

*   

 

 

 

 

Paula A. Price

 

   

 

5,345 

 

 

 

   

 

*   

 

 

 

 

Venkata (Murthy) Renduchintala

 

   

 

1,331 

 

 

 

   

 

*   

 

 

 

 

Arun Sarin

 

   

 

4,122 

 

 

 

   

 

*   

 

 

 

 

Frank K. Tang

 

   

 

6,506 

 

 

 

   

 

*   

 

 

 

 

Tracey T. Travis

 

   

 

1,994 

 

 

 

   

 

*   

 

 

 

 

David P. Rowland

 

   

 

32,878 

 

 

 

   

 

*   

 

 

 

 

Julie Sweet(2)

 

   

 

13,776 

 

 

 

   

 

*   

 

 

 

 

KC McClure(3)

 

   

 

21,447 

 

 

 

   

 

*   

 

 

 

 

Alexander M. van ’t Noordende(4)

 

   

 

92,392 

 

 

 

   

 

*   

 

 

 

 

Richard Lumb(5)

 

   

 

2,108 

 

 

 

   

 

*   

 

 

 

 

All Directors and Executive Officers as a Group (24 Persons)(6)

 

   

 

635,855 

 

 

 

   

 

*%

 

 

 

 

*

Less than 1% of Accenture plc’s Class A ordinary shares outstanding.

 

(1)

Address for all persons listed is c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA.

 

(2)

Includes 10,482 RSUs that could be delivered as shares within 60 days from December 2, 2019.

 

(3)

Includes 1,734 RSUs that could be delivered as shares within 60 days from December 2, 2019.

 

(4)

Includes 4,496 RSUs that could be delivered as shares within 60 days from December 2, 2019.

 

(5)

Includes 2,055 RSUs that could be delivered as shares within 60 days from December 2, 2019.

 

(6)

Includes 41,414 RSUs that could be delivered as shares within 60 days from December 2, 2019.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Beneficial Ownership   30

 

 

BENEFICIAL OWNERSHIP OF MORE THAN 5%

Based on information available as of December 2, 2019, 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)

 

  

 

 

 

54,296,658

 

 

  

 

 

 

8.5%

 

 

 

BlackRock, Inc.

55 East 52nd Street

New York, NY 10022(2)

 

  

 

 

 

42,873,376

 

 

  

 

 

 

6.4%

 

 

 

(1)

Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on February 11, 2019 by Vanguard and certain related entities reporting sole power to vote or direct the vote over 785,830 Class A ordinary shares, sole power to dispose or direct the disposition of 53,353,565 Class A ordinary shares, shared power to vote or direct the vote over 170,530 Class A ordinary shares and shared power to dispose or direct the disposition of 943,093 Class A ordinary shares.

 

(2)

Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on February 4, 2019 by BlackRock and certain related entities reporting sole power to vote or direct the vote over 36,486,207 Class A ordinary shares and sole power to dispose or direct the disposition of 42,873,376 Class A ordinary shares.

As of December 2, 2019, Accenture beneficially owned an aggregate of 21,902,507 Accenture plc Class A ordinary shares, or 3.3% 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.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   31

 

 

 

PROPOSAL 2:

NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION

 

 

        

 

 

We are pleased to provide our shareholders the opportunity to vote on a non-binding advisory resolution to approve the compensation of our named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis and compensation tables.

 

In considering their vote, we urge shareholders to review the information on Accenture’s compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis on pages 32 to 50, as well as the discussion regarding the Compensation Committee on page 10.

The shareholder vote on this resolution will not be binding on management or the Board. However, the Board and the Compensation Committee value the opinions of our shareholders and will review and consider the voting results when making future compensation decisions for our named executive officers.

Shareholders continued to show strong support of our executive compensation programs, with more than 93% of the votes cast for the approval of the “say-on-pay” proposal at our 2019 annual general meeting of shareholders.

Accenture employs a pay-for-performance philosophy for our entire global management committee and all of our named executive officers. Our compensation philosophy and framework have resulted in compensation for our named executive officers that reflects the Company’s financial results and the other performance factors described in “—Compensation Discussion and Analysis—Process for Determining Executive Compensation.” Our annualized total shareholder return for the 3-year period ended August 31, 2019 was 22.2%, which was in the 83rd percentile among our peers, and our annualized total shareholder return for the 5-year period ended August 31, 2019 was 22.0%, which was in the 92nd percentile among our peers.

As required under Irish law, the resolution in respect of Proposal 2 is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast.

In accordance with our policy of holding annual “say-on-pay” advisory votes, the next “say-on-pay” advisory vote will occur at our 2021 annual general meeting of shareholders.

THE TEXT OF THE RESOLUTION IN RESPECT OF

PROPOSAL 2 IS AS FOLLOWS:

“Resolved, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis and compensation tables, is hereby approved.”

 

 

LOGO


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT     32

 

 

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

In this section, we review the objectives and elements of Accenture’s executive compensation program, its alignment with Accenture’s performance and the 2019 compensation decisions regarding our named executive officers.

EXECUTIVE SUMMARY

Overview

Accenture is one of the world’s leading professional services companies with approximately 492,000 people serving clients in a broad range of industries, with offices and operations in more than 200 cities in 51 countries. We combine our industry expertise with our capabilities across strategy and consulting, digital, technology, and operations to deliver services and solutions that create value for our clients. One of our key goals is to have the best people, with highly specialized skills, across our entire business to drive our competitiveness and set us apart in the marketplace. 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.

Named Executive Officers

The Company’s named executive officers for the fiscal year ended August 31, 2019 and their current titles are:

 

      

 

David P. Rowland, Executive Chairman

 

Julie Sweet, Chief Executive Officer

 

KC McClure, Chief Financial Officer

 

Alexander M. van ’t Noordende, Former Group Chief Executive—Products

 

Pierre Nanterme, Former Chairman and Chief Executive Officer

 

Richard Lumb, Former Group Chief Executive—Financial Services

 

 

 

Leadership Transitions

This past year, Accenture has accomplished several seamless leadership transitions. During this period, Accenture has remained committed to delivering the highest quality of services for our clients, creating significant value for our shareholders and ensuring our compensation programs continue to appropriately incentivize our employees.

After a remarkable 36-year career with the Company, Mr. Nanterme stepped down from his positions as chairman and chief executive officer for health reasons effective January 10, 2019 and passed away on January 31, 2019. When Mr. Nanterme stepped down, the Board appointed Mr. Rowland, who was then serving as the Company’s chief financial officer, as interim chief executive officer. Mr. Rowland brought his 35 years of experience with the Company, deep knowledge of our business, and focus on continuing our growth strategy to his new role. At the same time, the Board also appointed Ms. McClure, the Company’s then managing director—Finance Operations, as chief financial officer.

Mr. Rowland continued to serve as interim chief executive officer until September 1, 2019, when Ms. Sweet, our then chief executive officer of Accenture’s business in North America, assumed her position as the Company’s chief executive officer. As of the same date, Mr. Rowland became executive chairman of the Board.

After 32 years of service in various roles at the Company, Mr. van ’t Noordende stepped down from his position as group chief executive—Products effective as of October 1, 2019, and he will remain with the Company through December 31, 2019. Mr. Lumb, our group chief executive—Financial Services, retired from the Company on August 31, 2019 following a 35-year career with Accenture. Both of these individuals held numerous senior executive positions with the Company and contributed significantly to increasing Accenture’s value over the past 3 decades for the benefit of our shareholders.

Compensation changes made in connection with these leadership transitions are described in the Compensation Discussion and Analysis.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   33

 

 

Elements of Compensation

The significant components of our executive compensation programs include the following:

 

  

 

    

 

  Element    Objective
 

 

  Fixed

 

 

Cash

Short-term

 

 

Base Compensation

  

 

Provides a fixed level of compensation to our named executive officers each year and reflects the named executive officer’s leadership role.

 

 

 

  Variable

 

 

Cash

Mid-term

 

 

Global Annual Bonus

  

 

Designed to tie pay to both individual and Company performance for the fiscal year, in particular, financial performance compared to the earnings target for the year.

 

 

 

Equity

Long-term

 

 

Key Executive

Performance Share

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 relative total shareholder return, in each case, over a 3-fiscal-year period.

 

 

 

 

 

Accenture Leadership Performance Equity

Award Program

 

  

 

Rewards high performers based on individual and Company performance, in each case, with respect to 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.

 

 

Fiscal 2019 Interim Chief Executive Officer (Current Executive Chairman) Compensation Highlights

The compensation decisions for fiscal 2019, including with respect to Mr. Rowland, our interim chief executive officer during fiscal 2019 (and current executive chairman), were tied to Company and individual performance. The Compensation Committee considered Mr. Rowland’s expanded role and responsibilities and the Company’s very strong fiscal 2019 performance in making its compensation decisions.

 

 

  INTERIM CEO FISCAL 2019 COMPENSATION DECISIONS(1)

 

 

LOGO

 

(1)

Includes compensation for his services as chief financial officer from September 1, 2018 through January 9, 2019 and interim chief executive officer from January 10, 2019 through August 31, 2019.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   34

 

 

COMPANY HIGHLIGHTS

Fiscal 2019 Company Performance*

The compensation of the Company’s named executive officers is tied to both Company and individual performance. In fiscal 2019, the Company’s record performance reflects continued above-market growth and very strong profitability, driving superior shareholder value.

 

 

REVENUES

       

 

NEW BOOKINGS

   

$43.2B

 

An increase of 5 percent in U.S. dollars and 8.5 percent in local currency from fiscal 2018. Includes approximately $28 billion from digital, cloud and security-related services—up approximately 20 percent in local currency

 

   

$45.5B

 

Broad-based and strong across the business, with approximately 65 percent in digital, cloud and security-related services

       

 

DILUTED EARNINGS PER SHARE

       

 

OPERATING MARGIN

   

$7.36

 

After adjusting fiscal 2018 EPS of $6.34 to exclude $0.40 in charges related to tax law changes, fiscal 2019 EPS increased 9 percent from adjusted EPS of $6.74 in fiscal 2018

 

 

   

14.6%

 

An expansion of 20 basis points from fiscal 2018

 

       

 

FREE CASH FLOW

       

 

CASH RETURNED TO SHAREHOLDERS

   

$6.0B

 

Defined as operating cash flow of $6.6 billion net of property and equipment additions of $599 million, with a free cash flow to net income ratio of 1.2

 

 

   

$4.6B

 

Defined as share repurchases of $2.7 billion plus cash dividends of $1.9 billion. In fiscal 2019, we paid dividends of $2.92 per share, a 10 percent increase over the prior year

 

 

 

*

Results in fiscal 2019 and comparisons with fiscal 2018 reflect the adoption of new accounting standards for revenues and pension costs.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   35

 

 

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 relative total shareholder return. See below for our historical performance, which demonstrates our focus on delivering shareholder value.

 

 

BROAD-BASED REVENUE GROWTH

8% CAGR(1) in US Dollars and local currency

 

 

LOGO

 

REVENUES

 

 

(1)  “CAGR” means Compound Annual Growth Rate

 

   

 

SUSTAINED MARGIN EXPANSION

50 Basis Point Expansion

 

 

 

LOGO

 

OPERATING MARGIN

 

 

 

 

STRONG EARNINGS GROWTH

4% CAGR (on a GAAP basis)

11% CAGR (on an adjusted basis)

 

 

 

LOGO

 

EARNINGS PER SHARE

 

LOGO  GAAP EPS     LOGO  Adjusted EPS

 

(2)  Fiscal 2016 adjusted diluted EPS of $5.34 were adjusted to exclude the gains on the sale of businesses related to the divestiture of Navitaire and the partial divestiture of Duck Creek Technologies ($1.11 per share)

 

   

 

SIGNIFICANT CASH RETURNED TO

SHAREHOLDERS SINCE FISCAL 2016

10% CAGR Dividends per share

 

 

LOGO

 

CASH RETURNED TO SHAREHOLDERS

 

 

TOTAL SHAREHOLDER RETURN(3)

 

LOGO

 

 

(3)  The performance graph above shows the cumulative total shareholder return on our Class A shares for the period starting on August 31, 2016, and ending on August 31, 2019. 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, 2016, $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.

 

 

 

*

Results in fiscal 2019 and comparisons to fiscal 2016 reflect the adoption of new accounting standards for revenues and pension costs, see “Reconciliation of Non-GAAP Measures to GAAP Measures” on page 80.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   36

 

 

COMPENSATION PRACTICES

 

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 create shareholder value by:     

 

Our compensation

program is designed to create shareholder value over the long term

 

 
 
 
 
 
 
 

 

  Recruiting and Retaining the Best People. Discover and inspire the best executives who collectively are responsible for the success of Accenture;

 

  Rewarding Performance. Align market relevant rewards with Accenture’s principle of meritocracy by rewarding high performance;

 

  Providing Incentives. Offer a compelling reward structure that provides executives with an incentive to continue to expand their contributions to Accenture;
  Ensuring Affordability. Ensure that rewards are affordable to Accenture by aligning them to Accenture’s annual operating plan; and

 

  Mitigating Dilution. Mitigate the potential dilutive effect of our rewards.
 

 

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

    

 

 

LOGO     Align our executive pay with performance

 

LOGO     Set very challenging performance objectives

 

LOGO     Appropriately balance short- and long-term incentives

 

LOGO     Align executive compensation with shareholder returns through performance-based equity incentive awards

 

LOGO     Use appropriate peer groups when establishing compensation

 

LOGO     Implement meaningful equity ownership guidelines

 

LOGO     Include caps on individual payouts in short- and long-term incentive plans

 

  

LOGO     Include a clawback policy for our cash and equity incentive awards

 

LOGO     Include non-solicitation and non-competition provisions in award agreements, with a clawback of equity under specified circumstances

 

LOGO     Mitigate potential dilutive effects of equity awards through our share repurchase programs

 

LOGO     Hold an annual “say-on-pay” advisory vote

 

LOGO     Conduct annual compensation risk review and assessment

 

LOGO     Retain an independent compensation consultant

 

 
      
 

 

WHAT WE DON’T DO

    

 

 

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

 

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

 

LOGO     No change in control “single trigger” equity acceleration provisions

 

  

LOGO    No dividends or dividend equivalents paid until vesting

 

LOGO    No hedging or pledging of company shares

 

LOGO    No supplemental executive retirement plan

 

LOGO    No excessive perquisites

 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   37

 

 

PAY-FOR-PERFORMANCE

The Compensation Committee believes that total compensation for the Company’s named executive officers should closely align with the Company’s performance and each individual’s performance.

Our named executive officers are eligible for a cash bonus award under our Global Annual Bonus program, which rewards them for Company and individual performance based on the achievement of numerous measures. We also use 2 primary equity compensation programs for our named executive officers: the Key Executive Performance Share Program, which rewards achievement over a prospective 3-year performance period; and the Accenture Leadership Performance Equity Award Program, which rewards executives for performance in the preceding fiscal year.

 

When setting compensation, the Committee considers the Company’s performance and compensation earned over a multi-year period, in each case, relative to our peer group. As the graph below shows, the Company’s performance with respect to total shareholder return over a 3-year period was at the 83rd percentile among the companies in our peer group as of August 31, 2019. The realizable total direct compensation for our former chairman and chief executive officer with respect to fiscal years 2017 and 2018, and our interim chief executive officer (and current executive chairman) with respect to fiscal year 2019 (which includes compensation for his services as chief financial officer from September 1, 2018 through January 9, 2019), was at the 64th percentile, which indicates that pay and performance are aligned.

    

 

CEO pay is

aligned with
Company
performance

 

 

 

 

 

 

 

LOGO

 

    

We define realizable total direct compensation as the sum of the following, based on information reported in each company’s most recent annual proxy statement:

 

  (1)

all cash compensation earned during the preceding 3-year period;

 

  (2)

the value of all time-vested restricted shares, RSUs, and stock options granted during the preceding 3-year period, valued as of August 31, 2019; and

 

  (3)

the value of all performance-vested restricted shares and RSUs 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, 2019.

 

    

The companies included in our peer group used for benchmarking executive compensation are identified under “—Role of Benchmarking” below. DXC Technology Company and Hewlett Packard Enterprise Company were not included in the above calculations due to lack of 3-year total shareholder return data as of August 31, 2019.

The average realizable total direct compensation for all of our named executive officers for the same 3-year period was in the 48th percentile while our total shareholder return percentile was significantly higher.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   38

 

 

SAY-ON-PAY VOTE

 

 

 

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 more than 93% of the votes cast for the approval of the “say-on-pay” proposal at our 2019 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 2019 as a result of the shareholder advisory vote.

 

 

 

LOGO

 

 

PROCESS FOR DETERMINING EXECUTIVE COMPENSATION

Our Compensation Committee holds two meetings in October of each year. At the first meeting, the Compensation Committee, with input from the Nominating & Governance Committee, assesses overall Company performance for the completed fiscal year. At a subsequent meeting, the Compensation Committee considers this overall Company performance as well as the chief executive officer’s recommendations when determining each other individual named executive officer’s performance rating after assessing whether they exceeded, met or partially met their performance objectives for the year and setting individual compensation levels.

In October 2019, the Compensation Committee and the Nominating & Governance Committee, in consultation with Mr. Rowland, Ms. Sweet and Ms. McClure, evaluated overall Company performance for fiscal 2019 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 determined whether the Company exceeded, met or partially met the objectives as a whole for the year.

 

In assessing overall Company performance, the committees focused on those aspects of the Company’s performance reflected in the results discussed above. The committees considered the Company’s very strong performance in fiscal 2019, a year of significant transition, including broad-based revenue growth ahead of the market, strong profitability while continuing to invest meaningfully in the business, and very strong free cash flow. In addition, the committees specifically acknowledged the Company’s successful execution of its strategy, notable milestones achieved and the external recognition the Company received for its achievements across a variety of categories.                  

The Company’s overall

performance “exceeded”

its objectives for the year

 
 
 
 
 

At the subsequent meeting in October of 2019, the committees’ determination of the Company’s performance rating was used as one of the key factors in setting the amounts of compensation that the named executive officers receive for each of the performance elements of compensation described below. In setting compensation, the Compensation Committee took into account the individual performance rating for the former interim chief executive officer (and current executive chairman), David Rowland, and the current chief executive officer, Ms. Sweet, that it set together with the Nominating & Governance Committee and the individual performance ratings that it set, together with Mr. Rowland and Ms. Sweet, for the other named executive officers. Applying these performance ratings, and after considering appropriate benchmarking data, the Compensation Committee then approved individual compensation levels for each named executive officer.

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 2019 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 Compensation Committee, together with the Nominating & Governance Committee, considered each of Mr. Rowland’s and Ms. Sweet’s performance for fiscal 2019. 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


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   39

 

 

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. Named executive officers 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. 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’ individual performance is evaluated against numerous measures, including the following:

 

LOGO

 

DRIVING STAKEHOLDER VALUE. Partnering with our clients to transform their enterprise, while improving our market share through innovation and enhanced capabilities and offerings.

 

  

LOGO

 

LOGO

 

RECRUITING, DEVELOPING AND RETAINING THE BEST PEOPLE. Executing against our talent strategy to recruit, retain and inspire our people.

 

STRONG COMMITMENT TO INCLUSION AND DIVERSITY. Achieving desired diversity outcomes, including diversity metrics related to recruitment, advancement and retention.

 

LOGO

 

DEMONSTRATING MARKET RELEVANCE. Maintaining client relationships while increasing our leadership position in the marketplace.

 

LOGO

 

EXECUTING OUR GROWTH STRATEGY. Growing faster than the market with a focus on strategic priority areas and growth initiatives.

 

  

LOGO

 

DRIVING AN UNWAVERING FOCUS ON COMPLIANCE. Ensuring ongoing commitment to compliance by all of our people with our internal controls, our Code of Business Ethics and our Conduct Counts initiatives.

 

LOGO   IMPROVING COMPETITIVENESS. Delivering strong underlying profitability to allow for continued investment in our people and our business.   

FISCAL 2019 COMPENSATION DECISIONS

Summaries of the processes undertaken and the compensation decisions made by the Compensation Committee for fiscal 2019 for our named executive officers are described below.

Former Interim Chief Executive Officer (Current Executive Chairman)

From September 2018 through January 2019, Mr. Rowland’s compensation reflected his role as chief financial officer of the Company. In this position he received ordinary course equity awards in January of 2019 under the Key Executive Performance Share Program and the Accenture Leadership Performance Equity Award Program. In connection with his appointment as interim chief executive officer, the Compensation Committee granted Mr. Rowland additional equity awards on March 1, 2019, to reflect his expanded role and responsibilities. His base salary level and Global Annual Bonus opportunity remained unchanged.

In October 2019, the Compensation Committee, together with Ms. Magner as independent Lead Director and the Nominating & Governance Committee, set Mr. Rowland’s individual performance rating for fiscal 2019 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 very strong performance for fiscal 2019, Mr. Rowland’s leadership and significant efforts during a time of management transition, his seamless transition to leading the Company as our interim chief executive officer, and his unwavering focus on our clients and our people, as well as Mr. Rowland’s individual performance against the metrics described above under “—Process for Determining Executive Compensation.” The committees also took into account feedback solicited by our chief leadership & human resources officer from members of our global management committee and other senior leaders.

At the subsequent meeting in October of 2019, the Compensation Committee and its independent compensation consultant, Pay Governance LLC (“Pay Governance”) discussed market trends and reviewed an executive chairman and 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. Rowland’s final 2019 compensation, the Compensation Committee considered the Company’s performance results for fiscal 2019; 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. Rowland, particularly during this transition period for the Company.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   40

 

 

Mr. Rowland was not involved in setting his compensation and was not present during the review of his performance or his compensation. As a result of its fiscal 2019 assessments and consideration of data provided by its independent compensation consultant, the Compensation Committee approved the following compensation elements for Mr. Rowland.

 

Compensation Element

 

 

Former Interim Chief Executive Officer (Current Executive Chairman) Compensation Decisions

 

Base Compensation

 

 

Base compensation of $1,136,125 stayed the same compared to base compensation approved in July 2019 in connection with Mr. Rowland’s appointment as executive chairman.

 

Global Annual Bonus

 

 

Fiscal 2019 cash bonus of $2,272,250.

 

Long-Term Equity

Compensation

 

Equity awards with an aggregate target grant date fair value of approximately $11,046,000 to be made in January 2020, $7,571,000 of which will be granted under the Key Executive Performance Share Program and the remaining $3,475,000 will be granted under the Accenture Leadership Performance Equity Award Program.

 

 

 

INTERIM CEO FISCAL 2019 COMPENSATION DECISIONS(1)

 

 

LOGO

 

  (1)

Includes compensation for his services as chief financial officer from September 1, 2018 through January 9, 2019 and interim chief executive officer from January 10, 2019 through August 31, 2019.

Other Named Executive Officers

Current Chief Executive Officer

At the same meeting where they evaluated Mr. Rowland’s fiscal 2019 performance, the Compensation Committee and the Nominating & Governance Committee, together with input from Mr. Rowland, also set Ms. Sweet’s individual performance rating for fiscal 2019 at a level consistent with the overall Company performance rating in the “exceeds” category. In making this determination, the committees focused on Ms. Sweet’s performance over the prior fiscal year in her capacity as chief executive officer—North America and took into account the Company’s very strong performance for fiscal 2019, Ms. Sweet’s strong leadership in driving performance within North America, as well as her individual performance against the metrics described above under “—Process for Determining Executive Compensation.”

In setting Ms. Sweet’s final compensation levels, the Compensation Committee and its independent compensation consultant discussed market trends, and, with respect to her forward-looking compensation, reviewed a 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 Ms. Sweet’s final 2019 compensation, as was the case with Mr. Rowland, the Compensation Committee considered external market references (including absolute and relative performance against peers) and Ms. Sweet’s new leadership role.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   41

 

 

Ms. Sweet was not involved in setting her compensation and was not present during the review of her performance or her compensation. As a result of its fiscal 2019 assessment and consideration of data provided by its independent compensation consultant, the Compensation Committee approved the following compensation elements for Ms. Sweet.

 

Compensation Element    Current Chief Executive Officer Compensation Decisions

 

Base Compensation

  

 

Base compensation of $1,250,000 stayed the same compared to base compensation approved in July 2019 in connection with Ms. Sweet’s appointment as chief executive officer.

 

 

Global Annual Bonus

  

 

Fiscal 2019 cash bonus of $1,601,255.

 

Long-Term Equity Compensation

  

 

Equity awards with a target grant date fair value of approximately $8,437,500 to be made in January 2020, $7,687,500 of which will be granted under the Key Executive Performance Share Program and the remaining $750,000 will be granted under the Accenture Leadership Performance Equity Award Program.

 

 

Other Named Executive Officers

In determining the fiscal 2019 compensation of the other named executive officers (except for Mr. Nanterme given his passing), Mr. Rowland and Ms. Sweet 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. Rowland and Ms. Sweet considered the following 4 factors:

 

  Company Performance. Company performance, including objective and subjective measures;

 

  Individual Performance. Each officer’s individual performance;
  Internal Benchmarks. Internal comparisons across our global management committee; and

 

  External Benchmarks. External market references.
 

 

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. Rowland and Ms. Sweet discussed with the Compensation Committee the leadership role and performance of each of the other named executive officers. For the other named executive officers, to the extent applicable, Mr. Rowland and Ms. Sweet also discussed with the Compensation Committee the financial results of the businesses for which they were responsible. In developing their recommendations to the Compensation Committee for the compensation of such named executive officers, Mr. Rowland and Ms. Sweet considered information on market-comparable compensation provided by the Company’s compensation consultant, Willis Towers Watson plc (“Willis Towers Watson”). Before making the final compensation decisions for the year, the Compensation Committee reviewed the recommendations of Mr. Rowland and Ms. Sweet.

With respect to the other named executive officer who is currently an executive officer of the Company, Ms. McClure, based upon the Compensation Committee’s assessment of her fiscal 2019 performance and her upcoming responsibilities and the other considerations described in this Compensation Discussion and Analysis, the Compensation Committee approved a base compensation of $975,000 which stayed the same compared to the base compensation approved in January 2019 in connection with her appointment as chief financial officer, a fiscal 2019 cash bonus of $1,044,145 and long-term equity compensation to be made in January 2020 with a total target grant date fair value of $2,650,000, $1,950,000 of which will be granted under the Key Executive Performance Share Program and the remaining $700,000 will be granted under the Accenture Leadership Performance Equity Award Program.

With respect to Mr. Lumb and Mr. van ’t Noordende, their arrangements are further described under “—Arrangements with Former Executive Officers” below.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   42

 

 

Arrangements with Former Executive Officers

During fiscal 2019, our Compensation Committee approved arrangements in connection with the departures of each of Messrs. Nanterme, Lumb and van ’t Noordende, as described below.

Pierre Nanterme, Former Chairman and Chief Executive Officer

As previously announced, on January 10, 2019, Mr. Nanterme stepped down as the Company’s chairman and chief executive officer due to health reasons and passed away on January 31, 2019. In recognition of Mr. Nanterme’s outstanding career at the Company, and after considering various other factors, including the advice of its independent compensation consultant, on January 18, 2019, the Compensation Committee determined to waive the remaining vesting conditions applicable to Mr. Nanterme’s then-outstanding RSUs under the Leadership Performance Equity Award Program, and the 2017, 2018 and 2019 Key Executive Performance Share Programs. The awards under the 2017 and 2018 Key Executive Performance Share Programs vested based on the Company’s then current performance against the applicable performance targets and the award under the 2019 Key Executive Performance Share Program vested assuming target performance (even though the Company’s then current performance against the applicable performance targets was trending above target). These awards would have otherwise vested as a result of his death on January 31, 2019 and the Company realized no incremental additional fair value for financial accounting purposes as a result of these actions.

Richard Lumb, Former Group Chief Executive—Financial Services

In connection with Mr. Lumb’s retirement on August 31, 2019, and consistent with Accenture’s existing policy, Mr. Lumb will receive a cash payment in the amount of $750,000 in recognition of his performance in fiscal 2019 in lieu of the RSUs that would have been granted to him under the Accenture Leadership Performance Equity Award Program that he would have received had he not retired. In addition, in connection with Mr. Lumb’s retirement, the Compensation Committee approved a cash payment of £378,000, reflecting 6 months’ base salary in accordance with Mr. Lumb’s employment agreement, and the waiver of remaining service-based vesting conditions for the portion of his previously granted awards under the 2018 and 2019 Key Executive Performance Share Programs and the Voluntary Equity Investment Program (the “VEIP”) that were not vested on or prior to his departure. Settlement of these equity awards was not accelerated. Furthermore, the Key Executive Performance Share awards will only be settled if and to the extent that Accenture achieves the applicable operating income and relative total shareholder return performance metrics over the remainder of the applicable 3-year performance period and may not be earned at all. Mr. Lumb will also receive a cash payment in an amount equal to the value of any matching VEIP grant that he would have otherwise had received had he participated in the VEIP through the matching grant date based on the number of shares purchased by Mr. Lumb while he was a participant in the last program year. The provision of these benefits was subject to Mr. Lumb’s execution of a general release of claims and remains subject to his continued compliance with ongoing non-competition, non-solicitation, cooperation and other restrictive covenants.

Alexander van ’t Noordende, Former Group Chief Executive—Products

Mr. van ’t Noordende stepped down from his role as group chief executive—Products, effective as of October 1, 2019, and he will remain with the Company through December 31, 2019. Consistent with Accenture‘s existing policy, Mr. Van ’t Noordende will receive a cash payment in the amount of $750,000 in lieu of any grant of RSUs under the Accenture Leadership Performance Equity Award Program for his performance in fiscal 2019. The Compensation Committee also approved the waiver of remaining service-based vesting conditions for the portion of the RSUs previously granted to Mr. van ’t Noordende under the 2018 and 2019 Key Executive Performance Share Programs, the 2019 Accenture Leadership Performance Equity Award Program and the VEIP that will not vest on or prior to his departure. Settlement of these equity awards was not accelerated. Furthermore, the Key Executive Performance Share awards will only be settled if and to the extent that Accenture achieves the applicable operating income and relative total shareholder return performance metrics over the remainder of the applicable 3-year performance period and may not be earned at all. The provision of these benefits was subject to Mr. van ’t Noordende‘s execution of a general release of claims and remains subject to his continued compliance with ongoing non-competition, non-solicitation, cooperation and other restrictive covenants.

ROLE OF COMPENSATION CONSULTANTS

The Compensation Committee has engaged 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 executive and director compensation. With respect to 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


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   43

 

 

otherwise advises the Compensation Committee with regard to the compensation of our executive chairman and our 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 executive chairman and our chief executive officer, as discussed under “—Process for Determining Executive Compensation.” In addition, Pay Governance provides input to the Compensation Committee for its annual review of director compensation, as discussed under “Director Compensation.”

Management separately receives benchmarking information with respect to the members of our global management committee from its compensation consultant, Willis Towers Watson, as described under “—Role of Benchmarking.” While Willis Towers Watson also acts as management’s compensation consultant in various capacities with respect to our global workforce of approximately 492,000 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.

ROLE OF BENCHMARKING

Pay Governance performs extensive analyses focusing on executive compensation opportunity, total realizable pay, the difficulty of achieving incentive plan goals, pay-for-performance alignment and compensation levels of executive chairmen and chief executive officers across our peer group companies. The Compensation Committee considers these analyses when determining the compensation of our named executive officers, including the executive chairman and the chief executive officer.

In addition, Willis Towers Watson prepares a report that includes a comparison of our named executive officers’ compensation to comparable roles within our proxy peer group companies, as well as the most recent available published survey data for similar roles across broader industry benchmarks. The Willis Towers Watson report serves as one input to consider along with company and individual performance, internal comparisons across our global management committee and alignment with our professional services compensation philosophy.

Because the future performance of the Company and the companies in our peer group are not known at the time that the compensation opportunities under the Company’s programs are established, the Compensation 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 under “—Pay-for-Performance” above.

Fiscal 2019 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:

 

  Listed Company. Publicly traded securities listed on a U.S. stock exchange that are subject to reporting obligations that are similar to Accenture’s;

 

  Similar Business or Industry. Similar business or services operations in the industries and markets in which Accenture competes;
  Comparable Revenues. Revenues within a range similar to Accenture’s revenues;

 

  Competitor. Being a direct line-of-business competitor; and

 

  Global Scale. Large, global companies with multiple lines of business.
 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   44

 

 

The Compensation Committee believes the grouping below 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.

 

      

 

PEER GROUP FOR ASSESSING FISCAL 2019 COMPENSATION

 
  Aon plc      Hewlett Packard Enterprise Company  
  Automatic Data Processing, Inc.      Honeywell International Inc.  
  Chubb Limited      Intel Corporation  
  Cisco Systems, Inc.      International Business Machines Corporation  
  Cognizant Technology Solutions Corporation      Marsh & McLennan Companies, Inc.  
  DXC Technology Company      Microsoft Corporation  
  General Dynamics Corporation      Oracle Corporation  
 

ACCENTURE VS. PEER GROUP(1)

 

        
 

LOGO

    

LOGO

 
 

(1)  Reflects the most recent fiscal year-end results.

 

      
   

COMPENSATION PROGRAMS

This section provides greater detail on 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

Cash compensation for Accenture’s named executive officers consists of 2 components: base compensation and the Global Annual Bonus, each of which is described below.

Base Compensation

Base compensation provides a fixed level of compensation to the named executive officers each year and reflects 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 in connection with a promotion or at the beginning of the compensation year, which begins on December 1 of each year.

Global Annual Bonus

The Global Annual Bonus is designed to tie pay to both individual and Company performance for the fiscal year, in particular, financial performance compared to the earnings target for the year. Final overall funding decisions are made at the end of the fiscal year based primarily upon the Company’s performance against this target and are subject to approval by the Compensation Committee. Once the program’s Company-wide funding for the year is finalized, individual payouts are determined based on each eligible employee’s career level within the Company and individual performance rating. Payments under this program are made after each fiscal year-end. The program is designed to give higher bonuses to top


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   45

 

 

performers and to provide higher incentives as employees advance through our career levels. All members of Accenture Leadership (over 7,000 employees), in addition to our named executive officers, are generally eligible for the Global Annual Bonus.

Each of the named executive officers (other than Mr. Nanterme) was assigned an annual target opportunity range that is a percentage of his or her base salary as shown below.

 

Named Executive Officer

 

  

2019 Global Annual Bonus Range

(as a Percentage of Base Salary)

 

 
  

            Minimum

 

      

            Target

 

      

            Max

 

 

David P. Rowland

 

    

 

0%

 

 

 

      

 

140%

 

 

 

      

 

200%

 

 

 

Julie Sweet

 

    

 

0%

 

 

 

      

 

101%

 

 

 

      

 

145%

 

 

 

KC McClure(1)

 

    

 

0%

 

 

 

      

 

101%

 

 

 

      

 

145%

 

 

 

Alexander M. van ’t Noordende

 

    

 

0%

 

 

 

      

 

101%

 

 

 

      

 

145%

 

 

 

Richard Lumb

 

    

 

0%

 

 

 

      

 

101%

 

 

 

      

 

145%

 

 

 

 

(1)

In connection with her appointment as chief financial officer effective January 10, 2019, the Compensation Committee increased Ms. McClure’s annual target opportunity range from 0% at minimum, 47% at target and 65% at maximum to these levels to reflect her expanded role and responsibilities.

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 very strong performance in fiscal 2019 into consideration in approving an overall funding percentage for the Global Annual Bonus that was substantially funded. In determining the final individual payout levels shown in the “Summary Compensation Table” below, the Compensation Committee considered the Company’s overall funding of the bonus pool and each executive’s individual annual performance rating, as described under “Performance Objectives Used in Evaluations” and “Fiscal 2019 Compensation Decisions.”

Long-Term Equity Compensation

Our long-term equity compensation aligns the interests of our named executive officers with those of our shareholders. The Company intends for long-term equity compensation to constitute the most significant component of the compensation opportunity for the named executive officers. The Company offers all of its equity grants in the form of RSUs, which are subject to performance and/or time vesting requirements. With respect to fiscal 2019, equity compensation awards for our named executive officers were granted under the following 3 separate programs, which encourage retention and align the interests of eligible participants with our shareholders.

 

 

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.

 

Accenture Leadership Performance Equity Award Program

 

   Members of Accenture Leadership    Reward high performers based on individual and Company performance, in each case, with respect to the prior fiscal year.
Voluntary Equity Investment Program    Members of Accenture Leadership   

Encourage share ownership through voluntary share purchases, with a 50% matching RSU grant following the end of the program year that generally vests 2 years later.

 

Our long-term equity compensation programs are part of a larger framework of compensation for all of our employees. As individuals assume more senior roles at the Company, they become eligible for additional equity compensation programs. As described above, our named executive officers 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.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   46

 

 

Key Executive Performance Share Program

 

LOGO

The Key Executive Performance Share Program is the program under which the Compensation Committee grants the majority of RSUs to the named executive officers and members of our global management committee and is intended to be the most significant element of our named executive officers’ compensation over time. Under the program, operating income results are weighted more heavily than total shareholder return. This approach recognizes that operating income more accurately reflects the Company’s performance against its objectives. Since vesting of grants under the program depends on Accenture’s cumulative performance against these metrics over the 3-year period, a significant portion of the named executive officers’ realizable total direct compensation is aligned against performance over an extended period. Thus, for example, a period of poor performance against the Company’s operating income or relative total shareholder return targets could affect the ultimate vesting percentage for several years of RSU grants made to the named executive officers under this program. The Company also believes linking compensation to long-term Company performance encourages prudent risk management and discourages excessive risk taking for short-term gain.

Based on the Company’s cumulative operating income and relative total shareholder return for the 3-year period from fiscal 2017 through fiscal 2019, the 2017 Key Executive Performance Share Program awards vested at 128.3% of the target level.

Awards under our 2019 Key Executive Performance Share Program have a 3-year performance period beginning on September 1, 2018 and ending on August 31, 2021.

 

 

Operating income results. Up to 75% of the total RSUs 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 deems 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. Performance is then calculated as the actual aggregate operating income divided by the target aggregate operating income, with the percentage vesting of RSUs determined as shown in the table below.

 

 

Relative total shareholder return. Up to 25% of the total RSUs will vest, if at all, at the end of the 3-year performance period based upon Accenture’s total shareholder return, as compared to the total shareholder return of the comparison companies listed below, together with the S&P 500 Total Return Index. Relative total shareholder return is determined by dividing the fair market value of the stock of a company at the end of the performance period (August 31, 2021), 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, 2018). In order to compare Accenture’s relative total shareholder return with that of our comparison companies and the S&P 500 Total Return Index, each company and the S&P 500 Total Return Index is ranked in order of its total shareholder return. Accenture’s percentile rank among the comparison companies and the S&P 500 Total Return Index is then used to determine the percentage vesting of RSUs as shown in the table below.

 

 
    Operating Income   Relative TSR

Performance

Level*

  Accenture Performance
Rate vs. Target
  Percentage of RSUs   
that Vest (Out of a
Target of 75%)
 

Accenture

Percentile Rank

  Percentage of RSUs
that Vest (Out of a
Target of 25%)
 

Below Threshold

 

 

Below 80%

 

0%

 

Below 40th percentile

 

0%

 

Threshold

 

 

80%

 

37.5%

 

40th percentile

 

12.5%

 

Target

 

 

100%

 

75%

 

60th percentile

 

25%

 

Maximum

 

 

110% or greater

 

112.5%

 

At or above 75th percentile

 

37.5%


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   47

 

 

*

We will proportionally adjust the number of RSUs that vest if Accenture’s performance level falls between “Target” and “Maximum,” or between “Threshold” and “Target,” in each case on a linear basis.

The following comparison companies, together with the S&P 500 Total Return Index, are used for measuring relative total shareholder return for the 2019 Key Executive Performance Share Program. These companies were chosen in advance of the 2019 compensation year.

 

 

 

 

KEY EXECUTIVE PERFORMANCE SHARE PROGRAM PEER GROUP

 

  Aon plc    Infosys Limited  
  Automatic Data Processing, Inc.    Intel Corporation  
  Cap Gemini S.A.    International Business Machines Corporation  
  Cisco Systems, Inc.    Marsh & McLennan Companies, Inc.  
  Cognizant Technology Solutions Corporation    Microsoft Corporation  
  DXC Technology Company    Oracle Corporation  
  General Dynamics Corporation    SAP SE  
 

Hewlett Packard Enterprise Company

 

  

S&P 500 Total Return Index

 

 

This group of companies and the S&P 500 Total Return Index together represent a slightly different and broader list than the group of companies included in our peer group of companies used for benchmarking executive compensation generally and identified under “—Role of Benchmarking” above. These companies and the S&P 500 Total Return Index together were determined to yield a better comparative group for purposes of evaluating relative total shareholder return.

Accenture 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, 2018 and January 1, 2019, except Ms. McClure who only received an award on January 1, 2019. Mr. Rowland and Ms. McClure each received an additional grant of RSUs under the 2019 Key Executive Performance Share Program on March 1, 2019 in connection with their promotions to interim chief executive officer and chief financial officer, respectively. Each of our named executive officers, except Ms. Sweet, was eligible for provisional age-based vesting as of the grant dates. Provisional age-based vesting means that if a participant voluntarily terminates his or her employment after reaching age 50 and completing 15 years of continuous service, the participant is entitled to pro rata vesting of his or her award at the end of the 3-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 2019 are set forth in footnote 4 to the “Outstanding Equity Awards at August 31, 2019” table 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 for the prior completed fiscal year. These awards vest in 3 equal installments on each January 1 following the grant date until fully vested. However, grants under this program to participants who are age 50 or older on the date of grant have a shortened vesting schedule that is graduated based on the age of the participant on the grant date, with a one month vesting period applicable to participants who are age 56 or older on the grant date. As a result, a shorter vesting schedule applied to all or a portion of the RSUs granted under this program to each of our named executive officers in fiscal 2019, as further showing in the “Stock Vested in Fiscal 2019” 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, 2019” table below.

Voluntary Equity Investment Program

Under the VEIP, Accenture Leadership, including all of our named executive officers, in jurisdictions where permitted, may elect to designate up to 30% of their total cash compensation to this share purchase program. These amounts are


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   48

 

 

deducted from after-tax income and used to make monthly purchases of Accenture plc Class A ordinary shares from Accenture at fair market value on the 5th of each month for deductions taken in the previous month. Participants are awarded a 50% matching RSU grant at the end of the program year in the form of 1 RSU for every 2 shares that have been purchased during the program year and that have not been sold or transferred prior to the matching grant date. This matching grant will generally vest in full 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 generally will not receive a matching grant.

In the last completed program year, which ran from January 2018 to January 2019, Mses. Sweet and McClure and Messrs. van ’t Noordende and Lumb participated in the VEIP and, based on their respective purchases through the program and held at year-end, received a grant of matching RSUs under the VEIP in fiscal 2019 as indicated above and the “Grants of Plan-Based Awards for Fiscal 2019” table below.

The terms of all 3 of these programs provide that the number of RSUs granted and still outstanding on any applicable record date will be adjusted proportionally to reflect the Company’s payment of dividends or other significant corporate events. Additional RSUs awarded in connection with dividend adjustments are subject to the same vesting conditions as the underlying awards.

Other Compensation

Consistent with the Company’s compensation philosophy, the Company provides only limited personal benefits to the named executive officers. Like many of our peer companies and consistent with local market practices, these include premiums paid on life insurance policies and tax-return preparation services, and for Mr. Nanterme, the use of an automobile and driver, which Mr. Nanterme used for security purposes and to maximize the time he was able to spend on the Company’s business while he served as chairman and chief executive officer. Additional discussion of the personal benefits and other compensation provided to the named executive officers in fiscal 2019 is included in the “Summary Compensation Table” below.

FISCAL 2020 COMPENSATION DECISIONS

In July 2019, after benchmarking and consultation with its independent consultant, our Board and the Compensation Committee established pay arrangements for Mr. Rowland in his role as executive chairman and Ms. Sweet in her role as chief executive officer, effective at the beginning of fiscal 2020. Such roles are described above in “Corporate Governance—Leadership Structure—Duties and Responsibilities.”

 

 

 

TARGET FISCAL 2020 EXECUTIVE CHAIRMAN COMPENSATION

 

LOGO

 

    

 

 

TARGET FISCAL 2020 CEO COMPENSATION

LOGO

Target Fiscal 2020 Executive Chairman Compensation

With respect to fiscal 2020 performance, Mr. Rowland’s cash compensation is composed of a $1,136,125 base salary, a $1,590,575 target annual bonus, and equity awards with a total target value of $11,300,000. The equity grants are composed of a target number of RSUs with a grant date fair market value of $7,571,000 under the Company’s 2020 Key Executive Performance Share Program to be granted in January 2020, and a target award value of $3,729,000 under the Company’s 2021 Performance Equity Award Program to be granted in January 2021 (subject to approval by the Compensation Committee in the fall of 2020 based on Company and individual performance).


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   49

 

 

Target Fiscal 2020 Chief Executive Officer Compensation

With respect to fiscal 2020 performance, Ms. Sweet’s cash compensation is composed of a $1,250,000 base salary, a $2,500,000 target annual bonus, and equity awards with a total target value of $10,250,000. The equity grants are composed of a target number of RSUs with a grant date fair market value of $7,687,500 under the Company’s 2020 Key Executive Performance Share Program to be granted in January 2020, and a target award value of $2,562,500 under the Company’s 2021 Performance Equity Award Program to be granted in January 2021 (subject to approval by the Compensation Committee in the fall of 2020 based on Company and individual performance).

ADDITIONAL INFORMATION

Equity Ownership Requirements

The Company has an equity ownership requirement policy pursuant to which the Company’s most stringent share ownership requirements apply to the named executive officers. These share ownership requirements are intended to ensure that each of the named executive officers holds a meaningful ownership stake in Accenture. The Company intends that this ownership stake will further align the interests of the named executive officers and the Company’s shareholders. Under these requirements, each of the named executive officers is required to hold Accenture equity (which may include unvested equity) with a value equal to at least 6 times his or her base compensation by the 5th anniversary of becoming a named executive officer. Except Ms. McClure, who has until the 5th anniversary of her appointment to the role of chief financial officer to comply with this requirement, each of the named executive officers who is currently employed by the Company maintains ownership of Accenture equity in excess of this requirement. Named executive officers may only satisfy this ownership requirement through the holdings they acquire pursuant to the Company’s share programs.

Derivatives and Hedging

All employees, including our named executive officers, and members of the Board (or their designees) are prohibited from purchasing shares on margin or purchasing financial instruments, or otherwise engaging in transactions that are designed to hedge or offset any fluctuations in the market value of the Company’s equity securities they hold directly or indirectly, whether or not such securities were acquired from Accenture’s equity compensation programs.

Pledging Company Securities

Our executive chairman, chief executive officer, and the members of our global management committee, other key employees and members of the Board are each prohibited from borrowing against any account in which the Company’s securities are held or pledging the Company’s securities as collateral for a loan.

Employment Agreements and Post-Termination Compensation

Each of the Company’s named executive officers has entered into an employment agreement with the Company’s local affiliate in the country in which he or she is employed. As more specifically described in “Potential Payments Upon Termination” below, certain of the employment agreements provide for various post-termination payments, some of which are conditioned on compliance with non-competition and non-solicitation obligations following termination. In addition, members of Accenture Leadership employed in the United States, including Messrs. Rowland and van ’t Noordende and Mses. Sweet and McClure, are eligible for benefits under our Accenture Leadership Separation Benefits Plan, subject to, among other things, compliance with post-termination non-competition and non-solicitation obligations. The Company’s employment agreements and the Accenture Leadership Separation Benefits Plan do not include guaranteed bonus amounts, “golden parachutes,” multi-year severance packages, significant accelerated vesting of stock awards or other payments triggered by a change in control, U.S. Internal Revenue Code section 280G or other tax gross-up payments related to a change in control, other than as may be required by local law. The named executive officers receive compensatory rewards that are tied to their own performance and the 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.

Similarly, the Company does not contribute to pension 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.

Finally, members of Accenture Leadership employed in the United States who retire from the Company after reaching age 50 and who have achieved at least 10 years of service are also eligible to participate in the U.S. Retiree Medical Benefit Program, which provides partially subsidized medical insurance benefits for them and their dependents. For more information, see “Potential Payments Upon Termination” below.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   50

 

 

No Change in Control Arrangements

As described above, the Company’s employment agreements do not contain guaranteed bonus amounts, “golden parachutes,” multi-year severance packages or guarantees, accelerated vesting of stock awards or other payments triggered by a change in control. Similarly, we do not provide our executives U.S. Internal Revenue Code section 280G or other tax gross-up payments related to a change in control.

Clawback Policy

Accenture has a clawback policy that applies to both incentive cash bonus and equity-based incentive compensation awarded to our executive chairman, chief executive officer, members of the global management committee as well as our senior leaders. Under the policy, to the extent permitted by applicable law and subject to the approval of the Compensation 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.

In addition, the existing equity grant agreements between Accenture and our named executive officers include recoupment provisions in specific circumstances, even after the awards have vested. In the event a named executive officer leaves the Company and competes against us within a specified time period (for example, by joining a competitor, targeting our clients or recruiting our employees) or in the event the named executive officer is terminated for cause (which generally includes engaging in any activity that the executive knows or should know would harm the business or reputation of Accenture or continued material failure to meet performance standards), the award recipient is generally obligated to return to the Company the shares originally delivered to that recipient under our equity programs.

Compensation Risk Assessment and Management

In fiscal 2019, 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:

 

  Governance Structure. Compensation programs operate within a governance and review structure that serves and supports risk mitigation;

 

  Compensation Committee Oversight. The Compensation Committee approves performance awards for our executive chairman, our chief executive officer and members of our global management committee after reviewing corporate and individual performance;

 

  Vesting Conditions. Vesting of performance-based equity awards, the most significant element of our named executive officers’ compensation opportunity over time, is determined based on achievement of 2 metrics, measured on a cumulative basis, over a 3-year period (operating income relative to plan for the program and total shareholder return relative to a peer group);
  Balanced Incentives. Our compensation program includes a balance of annual and long-term incentive opportunities and of fixed and variable features;

 

  Multiple Performance Objectives. Focus on a variety of performance objectives, thereby diversifying the risk associated with any single indicator of performance; and

 

  Equity Ownership Requirements. Members of Accenture Leadership who are granted equity are subject to our equity ownership requirements, which require all of those leaders to hold ownership stakes in the Company to further align their interests with the Company’s shareholders (see “Additional Information—Equity Ownership Requirements” above).
 


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   51

 

 

COMPENSATION COMMITTEE REPORT

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

Nancy McKinstry, Chair

Herbert Hainer

Marjorie Magner

Paula A. Price

Arun Sarin

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation Committee is composed solely of independent directors. During fiscal 2019, the following directors served on our Compensation Committee: Nancy McKinstry, Herbert Hainer, Marjorie Magner, Paula A. Price, and Arun Sarin. During fiscal 2019, 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 2019.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   52

 

 

SUMMARY COMPENSATION TABLE

The table below sets forth the compensation earned by or paid to our named executive officers during the fiscal years ended August 31, 2017, 2018 and 2019. Ms. McClure and Mr. Lumb were not named executive officers in either fiscal 2017 or fiscal 2018. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards.

 

Year

 

 

Salary($)

 

   

Bonus($)

 

   

Stock
Awards($)(7)

 

   

Option
Awards($)

 

   

Non-Equity
Incentive Plan
Compensation($)(8)

 

   

Change in
Pension Value

& Nonqualified
Deferred
Compensation
Earnings($)

 

   

All Other
Compensation($)(9)

 

   

Total($)

 

 

 

David P. Rowland(1)

 

Executive Chairman

 

 

 

2019

  $ 1,136,125           $ 11,614,219                    $ 2,272,250                       $ 9,281     $ 15,031,875  
2018   $ 1,136,125           $ 3,622,012                    $ 1,918,631                       $ 9,071     $ 6,685,839  
2017   $ 1,136,125           $ 3,335,909                    $ 1,640,280            $ 19,647 (10)                $ 38,442     $ 6,170,403  

 

Julie Sweet(2)

 

Chief Executive Officer

 

 

 

2019

  $ 1,136,125           $ 3,515,928                    $ 1,601,255                       $ 12,031     $ 6,265,339  
2018   $ 1,136,125           $ 3,243,034                    $ 1,507,496                       $ 12,900     $ 5,899,555  
2017   $ 1,136,125           $ 3,193,838                    $ 1,225,992                       $ 25,811     $ 5,581,766  

 

KC McClure(3)

 

Chief Financial Officer

 

 

2019   $ 781,253           $ 1,684,438                    $ 1,044,145                       $ 4,676     $ 3,514,512  

 

Alexander M. van ’t Noordende(4)

 

Former Group Chief Executive—Products

 

 

2019   $ 1,136,125           $ 3,706,975                    $ 1,507,496                       $ 7,842     $ 6,358,438  
2018   $ 1,136,125           $ 3,551,890                    $ 1,507,496                       $ 5,215     $ 6,200,726  
2017   $ 1,136,125           $ 3,455,206                    $ 1,359,090                       $ 9,299     $ 5,959,720  

 

Pierre Nanterme(5)

 

Former Chairman and Chief Executive Officer

 

 

 

2019

  $ 592,437           $ 20,876,149                                   $ 117,574     $ 21,586,160  
2018   $ 1,077,050           $ 17,399,663                    $ 3,704,013                       $ 118,448     $ 22,299,174  
2017   $ 978,649           $ 15,736,152                    $ 2,982,998                       $ 106,310     $ 19,804,109  
Richard Lumb(6)

 

Former Group Chief Executive—Financial Services

 

 

 

2019

  $ 960,945     $ 750,000 (11)    $ 7,721,783 (12)                   $ 1,214,032                       $ 3,154     $ 10,649,914  

 

(1)

Mr. Rowland served as our interim chief executive officer from January 10, 2019 through August 31, 2019, when he assumed the position of executive chairman. Prior to his appointment as interim chief executive officer, Mr. Rowland served as our chief financial officer.

 

(2)

Ms. Sweet was appointed chief executive officer effective September 1, 2019. Prior to her appointment as chief executive officer, Ms. Sweet served as our chief executive officer—North America.

 

(3)

Ms. McClure served as our managing director—Finance Operations until her appointment as our chief financial officer effective January 10, 2019.

 

(4)

Mr. van ’t Noordende served as our group chief executive—Products until he stepped down from that position effective October 1, 2019, and he will remain with the Company through December 31, 2019.

 

(5)

Mr. Nanterme served as our chairman and chief executive officer until he stepped down effective as of January 10, 2019, for health reasons and he passed away on January 31, 2019. Mr. Nanterme was based in Europe and was compensated in euros. We converted his fiscal 2019 compensation to U.S. dollars at an exchange rate of 0.87958, which was the average of the monthly translation rates for fiscal 2019.

 

(6)

Mr. Lumb served as our group chief executive—Financial Services until August 31, 2019, when he retired from the Company. In connection with Mr. Lumb’s retirement, the Company and Mr. Lumb entered into a Retirement Agreement, the details of which are described in “Compensation Discussion and Analysis—Fiscal 2019 Compensation Decisions—Arrangements with Former Executive Officers” above. Mr. Lumb was based in the United Kingdom and was compensated in British pounds. We converted his fiscal 2019 compensation to U.S. dollars at an exchange rate of 0.77736, which was the average of the monthly translation rates for fiscal 2019.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   53

 

 

(7)

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 12 (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, 2019. Terms of the stock awards for fiscal 2019 performance are summarized under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation” above. 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:

 

             

Key Executive Performance Share Program

 

 
     

Year

 

      

 

Grant Date Fair Value Based on
Probable Outcome

 

      

Grant Date Fair Value Based on
Maximum Achievement

 

 

Mr. Rowland

  

 

2019

 

    

 

$  8,144,431

 

    

 

$10,199,763

 

  

 

2018

 

    

 

$  2,597,076

 

    

 

$  3,599,966

 

    

 

2017

 

    

 

$  2,585,967

 

    

 

$  3,599,954

 

Ms. Sweet

  

 

2019

 

    

 

$  2,575,061

 

    

 

$  3,224,873

 

  

 

2018

 

    

 

$  2,326,526

 

    

 

$  3,224,941

 

    

 

2017

 

    

 

$  2,316,571

 

    

 

$  3,224,925

 

Ms. McClure

  

 

2019

 

    

 

$  1,437,185

 

    

 

$  1,799,877

 

Mr. van ’t Noordende

  

 

2019

 

    

 

$  2,575,061

 

    

 

$  3,224,873

 

  

 

2018

 

    

 

$  2,326,526

 

    

 

$  3,224,941

 

    

 

2017

 

    

 

$  2,316,571

 

    

 

$  3,224,925

 

Mr. Nanterme(a)

  

 

2019

 

    

 

$17,626,156

 

    

 

$22,124,882

 

  

 

2018

 

    

 

$15,149,664

 

    

 

$20,999,881

 

    

 

2017

 

    

 

$14,546,213

 

    

 

$20,249,949

 

Mr. Lumb

  

 

2019

 

    

 

$  2,575,061

 

    

 

$  3,224,873

 

 

  

As described above under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Accenture Leadership Performance Equity Award Program,” awards under our Accenture Leadership Performance Equity Award Program are typically granted in January in recognition of prior fiscal year performance. Thus, a portion of the amounts reported under “Stock Awards” each year in the Summary Compensation Table was granted in recognition of the prior fiscal year’s performance.

 

  (a)

Mr. Nanterme’s 2017, 2018 and 2019 Key Executive Performance Share Program awards vested effective as of January 18, 2019, with the 2017 and 2018 awards settled based on the Company’s performance against the applicable operating income and relative total shareholder return performance through such date and the 2019 award settled at target.

 

(8)

Amounts reflect payments that were made under the Global Annual Bonus program with respect to the 2019, 2018 and 2017 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.

 

(9)

In accordance with the SEC’s disclosure rules, perquisites and other personal benefits provided to Mses. Sweet and McClure and Messrs. Rowland, van ’t Noordende and Lumb for fiscal 2019 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 2019 were $23,625 for a car and driver and $85,666 for tax preparation fees, which include additional fees incurred as a result of his unanticipated death in January. The incremental cost of Mr. Nanterme’s car and driver, which Mr. Nanterme used for security purposes and to maximize the time he was able to spend on the Company’s business while serving as chairman and chief executive officer, was computed based on the actual fees paid to a service provider.

 

  

Included for fiscal 2019 are life insurance premium payments of $4,362 for Ms. Sweet, $8,195 for Mr. Rowland, $4,362 for Ms. McClure, $7,842 for Mr. van ’t Noordende, $4,312 for Mr. Nanterme and $3,154 for Mr. Lumb, and payments of $7,245 to Ms. Sweet, $1,086 to Mr. Rowland and $314 to Ms. McClure 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 further include $3,971 for Mr. Nanterme for profit sharing contributions mandated by French law.

 

(10)

In fiscal 2017, Mr. Rowland received a lump sum payment in connection with the termination of the pension plan, and he is no longer entitled to any benefits under this plan. He became a participant in the pension plan prior to assuming a leadership role at the Company.

 

(11)

As described in “Compensation Discussion and Analysis—Fiscal 2019 Compensation Decisions—Arrangements with Former Executive Officers” above, this amount reflects an equivalent cash payment to reward Mr. Lumb’s performance in fiscal 2019 and to be made in February 2020 in lieu of RSU awards under the 2019 Accenture Leadership Performance Equity Award Program. This cash payment has the effect of changing equity compensation that would have been reportable in fiscal 2020 had Mr. Lumb been a named executive officer for that fiscal year to bonus compensation reportable for fiscal 2019.

 

(12)

As described in “Compensation Discussion and Analysis—Fiscal 2019 Compensation Decisions—Arrangements with Former Executive Officers” above, in connection with Mr. Lumb’s retirement on August 31, 2019, among other things, the Company waived the remaining service-based vesting conditions for the portion of Mr. Lumb’s outstanding awards that were not vested on or prior to his departure. In accordance with SEC requirements, the amount disclosed as “Stock Awards” for Mr. Lumb for fiscal 2019 represents the sum of the following (each of which is also included in the “Grants of Plan-Based Awards for Fiscal 2019” table below): (a) the grant date fair value of the RSUs granted to him in the ordinary course in January of 2019 (which are computed as described in Note 7 above); and (b) the incremental fair value of the awards modified in connection with Mr. Lumb’s departure (which are computed as of the modification date in accordance with Topic 718 under the assumptions identified in Note 7 above, that, among other things, assume that awards would be forfeited absent modification). With respect to the modifications of the awards under the Key Executive Performance Share Program originally granted in fiscal 2018 and fiscal 2019, the incremental fair values determined in accordance with Topic 718 assumes vesting based on the Company’s estimated performance through the modification date. The incremental value of the modified awards is $1,111,738 and $2,185,639 for the 2018 and 2019 Key Executive Performance Share Program awards, respectively. Assuming maximum performance is achieved with respect to the modified Key Executive Performance Share Program awards, the incremental fair values of these awards as of the modification date would be $1,539,426 and $3,031,566, respectively.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   54

 

 

GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2019

The table below summarizes each grant of an equity or non-equity award made to the named executive officers during fiscal 2019 under any incentive plan.

 

   

Grant
Date

 

   

Date of
Committee
Approval

 

   

 

Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(1)

   

 

Estimated Future Payouts Under

Equity Incentive Plan Awards

   

All Other
Stock
Awards:
Number

of Shares

of Stock

or Units(#)

 

   

Grant
Date Fair
Value of
Stock and
Option
Awards($)(2)

 

 

Name

 

 

Threshold($)

 

   

Target($)

 

   

Maximum($)

 

   

Threshold(#)

 

   

Target(#)

 

   

Maximum(#)

 

 
David P. Rowland     1/1/2019       10/23/2018                         8,550 (3)      17,101 (3)      25,651 (3)          $ 2,874,489  
    3/1/2019       1/31/2019                         13,432 (3)      26,863 (3)      40,295 (3)          $ 5,269,942  
    1/1/2019       10/23/2018                                           8,728 (4)    $ 1,224,888  
    3/1/2019       1/31/2019                                           13,706 (4)    $ 2,244,900  
    10/23/2018       10/23/2018           $ 1,590,575     $ 2,272,250                                
Julie Sweet     1/1/2019       10/23/2018                         7,660 (3)      15,319 (3)      22,979 (3)          $ 2,575,061  
    1/1/2019       10/23/2018                                           5,344 (4)    $ 749,977  
    1/5/2019       7/17/2018                                           1,218 (5)    $ 190,890  
    10/23/2018       10/23/2018           $ 1,141,806     $ 1,647,381                                
KC McClure     1/1/2019       10/23/2018                         962 (3)      1,923 (3)      2,885 (3)          $ 323,297  
    3/1/2019       1/31/2019                         2,839 (3)      5,678 (3)      8,517 (3)          $ 1,113,887  
    1/1/2019       10/23/2018                                           1,314 (4)    $ 184,407  
    1/5/2019       7/17/2018                               401 (5)    $ 62,846  
    1/31/2019       1/31/2019           $ 785,159     $ 1,132,817                                
Alexander M. van ’t Noordende     1/1/2019       10/23/2018                         7,660 (3)      15,319 (3)      22,979 (3)          $ 2,575,061  
    1/1/2019       10/23/2018                                           5,344 (4)    $ 749,977  
    1/5/2019       7/17/2018                                           2,437 (5)    $ 381,937  
    10/23/2018       10/23/2018           $ 1,141,806     $ 1,647,381                                
Pierre Nanterme     1/1/2019       10/23/2018                         52,551 (3)      105,101 (3)      157,652 (3)          $ 17,626,156  
    1/1/2019       10/23/2018                                           23,158 (4)    $ 3,249,994  
    10/23/2018       10/23/2018           $ 2,558,039     $ 5,116,078                                
Richard Lumb     1/1/2019       10/23/2018                         7,660 (3)      15,319 (3)      22,979 (3)          $ 2,575,061  
    1/1/2019       10/23/2018                                           5,344 (4)    $ 749,977  
    1/5/2019       7/17/2018                                           2,207 (5)    $ 345,890  
    5/24/2019       5/24/2019                         2,390 (6)      4,782 (6)      7,172 (6)          $ 1,111,738  
    5/24/2019       5/24/2019                         5,149 (6)      10,299 (6)      15,448 (6)          $ 2,185,639  
    5/24/2019       5/24/2019                                           2,046 (6)    $ 357,355  
    5/24/2019       5/24/2019                                           2,226 (6)    $ 396,123  
    10/23/2018       10/23/2018           $ 965,749     $ 1,393,370                                

 

(1)

Represents cash award target opportunity range made pursuant to the Global Annual Bonus program, 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 250% of his base compensation, for Mr. Rowland, the cash award target was 140% 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 was compensated in euros, and Mr. Lumb, who is compensated in British pounds, were converted into U.S. dollars at exchange rates of 0.87958 and 0.77736, respectively, which were the averages of the monthly translation rates for fiscal 2019. Employees must generally remain employed through the end of the fiscal year in order to receive a bonus for the fiscal year and, as a result, Mr. Nanterme did not receive a Global Annual Bonus payment for fiscal 2019. For the actual amounts to be paid to each of the other named executive officers, 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)

Except as otherwise indicated for Mr. Lumb, 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 2019 Key Executive Performance Share Program, the grant date fair value assumes vesting between target and maximum.

 

(3)

Reflects RSU grants made pursuant to the 2019 Key Executive Performance Share Program, the terms of which are summarized under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Key Executive Performance Share Program” above, except that Mr. Rowland’s award granted on March 1, 2019 is not subject to a service vesting requirement.

 

(4)

Represents RSU grants made pursuant to the 2019 Accenture Leadership Performance Equity Award Program in recognition of fiscal year 2018 performance, the terms of which are summarized under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Accenture Leadership Performance Equity Award Program” above.

 

(5)

Represents matching RSU grants made pursuant to the Voluntary Equity Investment Program, the terms of which are summarized under “Compensation Discussion and Analysis—Compensation Programs—Long-Term Equity Compensation—Voluntary Equity Investment Program” above.

 

(6)

As described in “Compensation Discussion and Analysis—Fiscal 2019 Compensation Decisions—Arrangements with Former Executive Officers” above, in connection with the retirement of Mr. Lumb on August 31, 2019, among other things, the Company modified the terms of his outstanding awards under the 2017 and 2018 Voluntary Equity Investment Program and the 2018 and 2019 Key Executive Performance Share Programs to waive the remaining service-based vesting conditions for that portion of these awards that were not vested on or prior to his retirement. In accordance with SEC requirements, the incremental fair values associated with these modifications, computed as of the modification date in accordance with Topic 718, is reflected in the table above as if new grants had been made.


Table of Contents

 

ACCENTURE 2019 PROXY STATEMENT   Executive Compensation   55

 

 

OUTSTANDING EQUITY AWARDS AT AUGUST 31, 2019

The following table provides details about each outstanding equity award held by our named executive officers as of August 31, 2019.

 

   

Stock Awards

 

 
Name  

Number of Shares

or Units of Stock That

Have Not Vested(#)(1)(2)

 

   

Market Value of Shares
or Units of Stock That
Have Not Vested($)(2)(3)

 

   

Equity Incentive Plan Awards:

Number of Unearned Shares,

Units or Other Rights That
Have Not Vested(#)(4)

 

   

 

Equity Incentive Plan Awards:
Market or Payout Value of
Unearned Shares,

Units or Other Rights That
Have Not Vested($)(3)

 

 

 

David P. Rowland

 

   

 

 

 

 

   

 

 

 

 

   

 

90,519

 

 

 

  $

 

17,938,150

 

 

 

 

Julie Sweet

 

   

 

38,077

 

 

 

  $

 

7,545,719

 

 

 

   

 

44,689

 

 

 

  $

 

  8,856,019

 

 

 

 

KC McClure

 

   

 

2,131

 

 

 

  $

 

422,300

 

 

 

   

 

11,499

 

 

 

  $

 

  2,278,757

 

 

 

 

Alexander M. van ’t Noordende

 

   

 

6,935

 

 

 

  $

 

1,374,309

 

 

 

   

 

44,689

 

 

 

  $

 

  8,856,019

 

 

 

 

Pierre Nanterme

 

   

 

 

 

 

   

 

 

 

 

   

 

 

 

 

   

 

 

 

 

 

Richard Lumb

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

44,689

 

 

 

 

 

  $

 

 

  8,856,019

 

 

 

 

 

 

(1)

Consists of the following outstanding RSUs, including RSUs awarded in connection with dividend adjustments:

 

      Award   Grant Date  

Number

 

    Vesting

 

Ms. Sweet

  

 

2017 Accenture Leadership Performance Equity Award Program

 

 

January 1, 2017

 

 

 

 

2,233

 

 

 

 

In full on January 1, 2020

   2018 Accenture Leadership Performance Equity Award Program   January 1, 2018     3,339     In full on January 1, 2020
   2019 Accenture Leadership Performance Equity Award Program   January 1, 2019     5,389     In 2 installments: 3,591 on January 1, 2020, and 1,798 on January 1, 2021
   2017 Voluntary Equity Investment Program   January 5, 2018     1,275     In full on January 5, 2020
   2018 Voluntary Equity Investment Program   January 5, 2019     1,229     In full on January 5, 2021
    

2017 Key Executive Performance Share Program

 

 

January 1, 2017