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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement | |||
| ¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
| þ |
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):
| þ | 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): |
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| ¨ | 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. |
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William D. Green Executive Chairman |
Pierre Nanterme Chief Executive Officer |
December 17, 2012
Dear Fellow Shareholder:
You are cordially invited to join Accenture plc’s Board of Directors and senior leadership at the 2013 annual general meeting of shareholders, which will be held at 12:00 p.m. local time on Wednesday, February 6, 2013, at Accenture’s New York office, located at 1345 Avenue of the Americas, 6th Floor, New York, New York 10105, USA.
The attached notice of the 2013 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 the Company. 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 listed on the attached notice, except for the shareholder proposal, proposal no. 9.
Of particular importance is proposal no. 5, which requests shareholder approval of an amendment to our share incentive plan under which we grant equity to our employees. Equity is a fundamental part of our compensation philosophy; Accenture is a people-based business, and our success is dependent, in large part, on our ability to attract, retain and motivate high-performing employees to serve our clients. We strongly believe that offering incentives in the form of equity awards is critical to our ability to do so and aligns the interests of our executives with those of our shareholders. We take a disciplined approach to the management of our compensation programs. We have proactively managed the overall affordability of our equity compensation programs to prevent dilutive effects to our shareholders and, in each year since our initial public offering, have consistently returned a significant amount of cash to our shareholders through share repurchases and, since fiscal 2006, dividends. We believe that the proposed amendment to our share incentive plan is essential to our ability to achieve our objectives and to continue to create long-term value for our shareholders. Therefore, we, along with the rest of our Board of Directors, urge you to vote “FOR” this proposal.
You may submit your proxy either by returning the enclosed proxy card or by submitting your proxy over the telephone or the Internet. If you submit your proxy before the meeting but later decide to attend the meeting in person, you may still vote in person at the meeting.
Please let us know whether you plan to attend the meeting, as indicated in your proxy instructions. Please note that if your shares are held in a name other than your own (for example, if your shares are held by a broker in “street name”), then you must take certain steps, described in this proxy statement, to be admitted into the meeting.
Thank you for your continued support.
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| WILLIAM D. GREEN Executive Chairman |
PIERRE NANTERME Chief Executive Officer |
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NOTICE OF THE 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS
| Date: | Wednesday, February 6, 2013 | |
| Time: | 12:00 p.m. local time | |
| Place: | Accenture New York Office 1345 Avenue of the Americas, 6th Floor New York, New York 10105 USA | |
| Record Date: | December 11, 2012 | |
| Proxy Voting: | Only those persons who were registered holders of Accenture plc’s Class A ordinary shares or Class X ordinary shares at the close of business on the record date will be entitled to receive notice of the meeting and to attend and vote at the meeting. This proxy statement contains additional information on how to attend the meeting and vote your shares in person. To vote your shares, you will need the number included in the box on the proxy card accompanying this proxy statement. Any registered shareholder entitled to attend and vote at the 2013 annual general meeting of shareholders may appoint one or more proxies, who need not be a registered shareholder(s) of the Company. | |
| Items of Business: | 1. To accept, in a non-binding vote, the financial statements for the twelve month period ended August 31, 2012 as presented
2. To re-appoint William L. Kimsey, Robert I. Lipp, Pierre Nanterme, Gilles C. Pélisson and Wulf von Schimmelmann as directors, each for a term expiring at our annual general meeting of shareholders in 2014
3. To ratify, in a non-binding vote, the appointment of KPMG as independent registered public accounting firm of Accenture plc for a term expiring at our annual general meeting of shareholders in 2014 and to authorize, in a binding vote, the Board, acting through the Audit Committee, to determine KPMG’s remuneration
4. To approve, in a non-binding vote, the compensation of the named executive officers
5. To approve an amendment to the Accenture plc 2010 Share Incentive Plan
6. To authorize holding the 2014 annual general meeting of shareholders of Accenture plc at a location outside of Ireland
7. To authorize Accenture to make open-market purchases of Accenture plc Class A ordinary shares
8. To determine the price range at which Accenture plc can re-issue shares that it acquires as treasury stock
9. To consider a shareholder proposal regarding a report on lobbying practices, if properly presented at the meeting | |
The Board of Directors recommends that you vote “for” each of proposals 1 through 8, and “against” proposal 9. The full text of these proposals is set forth in the accompanying proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 6, 2013: This proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended August 31, 2012 and the 2012 Letter from Our Chief Executive Officer, are available free of charge on the Investor Relations section of our website (http://investor.accenture.com).
By order of the Board of Directors,
JULIE S. SWEET
General Counsel, Secretary &
Chief Compliance Officer
December 17, 2012
PLEASE SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET,
OR BY MARKING, SIGNING, DATING AND RETURNING A PROXY CARD.
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| PROPOSAL NO. 9—SHAREHOLDER PROPOSAL: REPORT ON LOBBYING PRACTICES |
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| ANNEX B: AMENDED AND RESTATED ACCENTURE PLC 2010 SHARE INCENTIVE PLAN |
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PROXY STATEMENT
The Board of Directors (the “Board”) of Accenture plc is soliciting your proxy for use at the 2013 annual general meeting of shareholders (the “Annual Meeting”) to be held on Wednesday, February 6, 2013. These proxy materials are first being sent to shareholders beginning on or about December 17, 2012.
Accenture is one of the world’s leading organizations providing management consulting, technology and outsourcing services. As of August 31, 2012, we had approximately 257,000 employees, offices and operations in more than 200 cities in 54 countries and revenues before reimbursements of approximately $27.86 billion for fiscal 2012. We operate globally with one common brand and business model designed to enable us to provide clients around the world with the same high level of service.
Accenture plc is organized under the laws of Ireland and maintains its principal executive office in Ireland at 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland. Our telephone number in Ireland is +(353) (1) 646-2000. You may contact our Investor Relations Group by telephone in the United States and Puerto Rico at +1 877-ACN-5659 (+1 877-226-5659) and outside the United States and Puerto Rico at +(353) (1) 407-8203; by e-mail at investor.relations@accenture.com; or by mail at Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105, USA.
Our website address is www.accenture.com. We use our website as a channel of distribution for company information. We make available free of charge on the Investor Relations section of our website (http://investor.accenture.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We also make available other reports filed with or furnished to the SEC under the Exchange Act through our website, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, as well as our Code of Business Ethics, our Corporate Governance Guidelines and the charters of each of the Board’s committees. You may request any of these materials and information in print free of charge by contacting our Investor Relations Group at Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105, USA. We do not intend for information contained on our website to be part of this proxy statement.
You also may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, USA. You may obtain information on the operation of the Public Reference Room by calling the SEC at +1 800-SEC-0330 (+1 800-732-0330). The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers, including Accenture, that file electronically with the SEC.
We use the terms “Accenture,” the “Company,” “we,” “our” and “us” in this proxy statement to refer to Accenture plc and its subsidiaries. All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on August 31.
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Date, Time and Place of the Annual Meeting
We will hold the Annual Meeting at 12:00 p.m. local time on Wednesday, February 6, 2013, at our New York office, located at 1345 Avenue of the Americas, 6th Floor, New York, New York 10105, USA, subject to any adjournments or postponements. For directions to the meeting, you may contact our General Counsel, Secretary & Chief Compliance Officer, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA.
Who Can Vote; Votes Per Share
The Board has set December 11, 2012 as the record date for the Annual Meeting. All persons who were registered holders of Accenture plc’s Class A ordinary shares or Class X ordinary shares at the close of business on that date are shareholders of record for the purposes of the Annual Meeting and will be entitled to attend and vote at the Annual Meeting. As of the close of business on that date, there were 755,205,005 Class A ordinary shares outstanding (which includes 110,870,833 shares held by Accenture) and 39,426,620 Class X ordinary shares outstanding. Class A ordinary shares held by Accenture may not be voted and, accordingly, will have no impact on the outcome of any vote of the shareholders of Accenture plc.
Each shareholder of record will be entitled to one vote per Class A ordinary share and one vote per Class X ordinary share on each matter submitted to a vote of shareholders, as long as those shares are represented at the Annual Meeting, either in person or by proxy. Holders of Class A ordinary shares and Class X ordinary shares will vote together, and not as separate classes, on all matters being considered at the Annual Meeting. Your shares will be represented if you attend and vote at the Annual Meeting or if you submit a proxy.
How to Vote; Submitting Your Proxy; Revoking Your Proxy
You may vote your shares either by voting in person at the Annual Meeting or by submitting a completed proxy by mail, telephone or the Internet. By submitting your proxy, you are legally authorizing another person to vote your shares. The enclosed proxy designates Pierre Nanterme, Pamela J. Craig and Julie S. Sweet to vote your shares in accordance with the voting instructions you indicate in your proxy. You may instead appoint one or more different proxies (who need not be a registered shareholder of the Company). If you wish to appoint as a proxy any person other than those specified on your proxy card, then you must contact our General Counsel, Secretary & Chief Compliance Officer, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA and request the necessary forms and instructions. Please note that if you appoint as proxy any person other than those specified on your proxy card and neither you nor your proxy attends the Annual Meeting in person, then your shares will not be voted.
If you submit your proxy designating Pierre Nanterme, Pamela J. Craig and Julie S. Sweet as the individuals authorized to vote your shares, but you do not indicate how your shares are to be voted, then your shares will be voted by those individuals in accordance with the Board’s recommendations, which are described in this proxy statement. In addition, if any other matters are properly brought up at the Annual Meeting (other than the proposals contained in this proxy statement), then each of these individuals will have the authority to vote your shares on those matters in accordance with his or her discretion and judgment. If you appoint as a proxy any person other than those specified on your proxy card, then your proxy must vote or abstain from voting in accordance with your instructions and in respect of such other matters that may arise at the Annual Meeting as the proxy thinks fit. The Board currently does not know of any matters to be raised at the Annual Meeting other than the proposals contained in this proxy statement.
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For registered shareholders and current and former Accenture employees who received, through our employee share plans, shares that are held by Morgan Stanley Smith Barney LLC (“Smith Barney”) or UBS Financial Services Inc. (“UBS”), you may submit your proxy either by mail, by telephone (1-888-693-8683) or via the Internet (www.cesvote.com). Please let us know whether you plan to attend the Annual Meeting by marking the appropriate box on your proxy card or by following the instructions provided when you submit your proxy by telephone or via the Internet. In order for your proxy to be validly submitted and for your shares to be voted in accordance with your proxy, we must receive your mailed proxy by 5:00 p.m., Eastern Standard Time, on February 5, 2013 for registered shareholders and by 8:00 a.m., Eastern Standard Time, on February 1, 2013 for Accenture employees and former employees who are submitting voting instructions for shares received through our employee plans and held by Smith Barney or UBS. If you submit your proxy by telephone or via the Internet, then you may submit your voting instructions until 6:00 a.m., Eastern Standard Time, on February 6, 2013 for registered shareholders and by 8:00 a.m., Eastern Standard Time, on February 1, 2013 for Accenture employees and former employees who are submitting voting instructions for shares received through our employee plans and held by Smith Barney or UBS. If your shares are not registered in your name but in the “street name” of a bank, broker or other holder of record (a “nominee”), then your name will not appear in Accenture plc’s register of shareholders. Those shares are held in your nominee’s name, on your behalf, and your nominee will be entitled to vote your shares. If you hold your shares in street name, please refer to the information from your bank, broker or nominee on how to submit voting instructions.
Your proxy is revocable. After you have submitted your proxy, you may revoke it by mail before the Annual Meeting by sending a written notice to our General Counsel, Secretary & Chief Compliance Officer, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA. Your notice must be received no later than one hour prior to the beginning of the Annual Meeting. If you wish to revoke your submitted proxy card and submit new voting instructions by mail, then you must sign, date and mail a new proxy card with your new voting instructions, which we must receive by 5:00 p.m., Eastern Standard Time, on February 5, 2013 for registered shareholders and by 8:00 a.m., Eastern Standard Time, on February 1, 2013 for Accenture employees and former employees who are submitting voting instructions for shares received through our employee plans and held by Smith Barney or UBS. If you submitted your proxy by telephone or via the Internet, you may revoke your submitted proxy and/or submit new voting instructions by that same method, which must be received by 6:00 a.m., Eastern Standard Time, on February 6, 2013 for registered shareholders and by 8:00 a.m., Eastern Standard Time, on February 1, 2013 for Accenture employees and former employees who are submitting voting instructions for shares received through our employee plans and held by Smith Barney or UBS. If you are a registered shareholder, you also may revoke your proxy in person by attending and voting your shares at the Annual Meeting. Attending the Annual Meeting without taking one of the actions above will not revoke your proxy. If you hold your shares in street name, please refer to the information from your bank, broker or nominee on how to revoke your proxy.
Your vote is very important to the Company. If you do not plan to attend the Annual Meeting, we encourage you to read the enclosed proxy statement and submit your completed proxy prior to the Annual Meeting so that your shares will be represented and voted in accordance with your instructions.
If you hold your shares in street name, in order for you to attend the Annual Meeting, you must bring a letter or account statement showing that you beneficially owned as of the record date the shares held by the nominee. Note that even if you attend the Annual Meeting, you cannot vote the shares that are held by your nominee. Rather, you should submit voting directions to your nominee, which will instruct your nominee how to vote those shares on your behalf.
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Quorum and Voting Requirements
In order to establish a quorum at the Annual Meeting, there must be at least three shareholders represented at the meeting, either in person or by proxy, who have the right to attend and vote at the meeting, and who together hold shares representing more than 50 percent of the votes that may be cast by all shareholders of record. For purposes of determining a quorum, abstentions and broker “non-votes” present in person or by proxy are counted as represented. A “non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares.
For each of the proposals being considered at the Annual Meeting, approval of the proposal requires the affirmative vote of a simple majority of the votes cast, except for proposal no. 8 (determination of the price range at which Accenture plc can re-issue shares that it acquires as treasury stock), which requires the affirmative vote of at least 75% of the votes cast. The votes on proposals no. 1 and 4 (consideration of the financial statements and vote on executive compensation, respectively) and the ratification of the appointment of our independent registered public accounting firm in proposal no. 3 are advisory in nature and are non-binding. There is no cumulative voting in the appointment of directors. The appointment of each director nominee will be considered and voted upon as a separate proposal. Abstentions and broker “non-votes” will not affect the voting results. If the proposal for the appointment of a director nominee does not receive the required majority of the votes cast, then the director will not be appointed and the position on the Board that would have been filled by the director nominee will become vacant. The Board has the ability to fill the vacancy upon the recommendation of its Nominating & Governance Committee, in accordance with Accenture plc’s articles of association, subject to re-appointment by Accenture plc’s shareholders at the next annual general meeting of shareholders.
Proxy Solicitation
Accenture plc will bear the costs of soliciting proxies from the holders of our Class A ordinary shares and Class X ordinary shares. We are initially soliciting these proxies by mail and e-mail, but solicitation may be made by our directors, officers and selected other Accenture employees telephonically, electronically or by other means of communication, and by Innisfree M&A Incorporated, whom we have hired to assist in the solicitation and distribution of proxies. Directors, officers and employees who help us in the solicitation will not be specially compensated for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. Innisfree M&A Incorporated will receive a fee of $20,000, plus reasonable out-of-pocket costs and expenses, for its services. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners. Corporate Election Services will act as our Inspector of Election at the Annual Meeting and assist us in tabulating the votes.
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PROPOSAL NO. 1—ACCEPTANCE OF THE COMPANY’S IRISH FINANCIAL
STATEMENTS AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON
We refer to our financial statements for the twelve month period ended August 31, 2012 prepared in accordance with Irish law as our “Irish Financial Statements.” The Irish Financial Statements and related reports, which are attached as Annex A to this proxy statement, are being presented to the shareholders at the Annual Meeting. In accordance with our obligations under Irish law, we will provide the shareholders at the Annual Meeting an opportunity to accept, in a non-binding vote, the Irish Financial Statements and the reports of the directors and auditors thereon as presented and ask any relevant and appropriate questions of the representative of our independent registered public accounting firm in attendance at the Annual Meeting.
The Irish Financial Statements cover the period from September 1, 2011 through August 31, 2012, the last day of our 2012 fiscal year.
The Irish Financial Statements were approved by two directors on behalf of the Board, in accordance with the Companies Acts 1963 to 2012 of Ireland, on October 31, 2012.
Please note that a vote “FOR” or “AGAINST” this proposal will have no effect on the approval of the Irish Financial Statements by the Board.
The text of the resolution in respect of proposal no. 1 is as follows:
“To accept, in a non-binding vote, the financial statements for the twelve month period ended August 31, 2012 and the reports of the directors and auditors thereon as presented.”
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ACCEPTANCE OF THE IRISH FINANCIAL STATEMENTS AND RELATED REPORTS.
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PROPOSAL NO. 2—RE-APPOINTMENT OF DIRECTORS
Shareholders are being asked to vote to re-appoint to the Board William L. Kimsey, Robert I. Lipp, Pierre Nanterme, Gilles C. Pélisson and Wulf von Schimmelmann, the directors whose terms will expire at the Annual Meeting.
Prior to February 9, 2012 (the date of our last annual general meeting), our articles of association provided for a classified Board divided into three classes based upon the cycle of the respective terms in office. At each annual general meeting of shareholders, the appointment of the directors constituting one class of Board membership expired, and the shareholders voted at that meeting to appoint the directors nominated for these Board positions, each to hold office for a three-year term. On February 9, 2012, at our annual general meeting of shareholders, our shareholders approved an amendment to our articles of association that provides for a phased-in declassification of the Board and the annual election of all directors who are re-appointed beginning at the Annual Meeting. Accordingly, the directors elected at the Annual Meeting (and each annual general meeting thereafter) will be elected for one-year terms, and beginning with the 2015 annual general meeting, the entire Board will be elected annually. In addition, the directors elected at the Annual Meeting (and each annual general meeting thereafter) will no longer be designated by classes.
The Board may appoint additional directors, in accordance with our articles of association, upon the recommendation of the Nominating & Governance Committee and subject to re-appointment by Accenture’s shareholders at the next annual general meeting of shareholders.
Proxies cannot be voted for a greater number of persons than the number of nominees named.
The Nominating & Governance Committee reviewed the performance and qualifications of the five current directors whose terms expire at the Annual Meeting and recommended to the Board that each be re-appointed to serve for an additional one-year term. Gilles C. Pélisson was appointed by the Board as a director on April 27, 2012 and is therefore subject to re-appointment by our shareholders at the Annual Meeting. The Board is nominating these five individuals for re-appointment as directors, each for a one-year term expiring at the 2014 annual general meeting of shareholders. All of the director nominees are current Board members:
William L. Kimsey
Robert I. Lipp
Pierre Nanterme
Gilles C. Pélisson
Wulf von Schimmelmann
The text of the resolution in respect of proposal no. 2 is as follows:
“By separate resolutions, to re-appoint the following Directors:
(a) William L. Kimsey;
(b) Robert I. Lipp;
(c) Pierre Nanterme;
(d) Gilles C. Pélisson; and
(e) Wulf von Schimmelmann.”
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RE-APPOINTMENT OF EACH OF THE BOARD’S FIVE DIRECTOR NOMINEES LISTED ABOVE.
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If you submit your proxy designating Pierre Nanterme, Pamela J. Craig and Julie S. Sweet as your proxies but do not indicate how your shares should be voted, then your shares will be voted by those individuals in favor of the re-appointment of all the nominees listed above. If any nominee is unwilling or unable to serve as a director, then the Board may propose another person in place of that original nominee, and the individuals designated as your proxies will vote to appoint that proposed person, unless the Board decides to reduce the number of directors constituting the full Board. If any nominee is unwilling or unable to serve as a director, and you appoint as a proxy any person other than those specified on your proxy card, then your proxy must vote or abstain from voting in accordance with your instructions and, in the absence of your instructions, as the proxy thinks fit. All of the nominees have indicated that they will be willing and able to serve as directors.
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BOARD AND CORPORATE GOVERNANCE MATTERS
Director Biographies
Set forth below are the biographies of our director nominees and our other directors.
| Director Nominees | ||
| William L. Kimsey 70 years old Director Nominee Chair, Audit Committee Member, Compensation Committee |
William L. Kimsey has been a director since November 2003. From October 1998 until his retirement in September 2002, Mr. Kimsey was global chief executive officer of Ernst & Young Global Limited. He is a director of Western Digital Corporation and Royal Caribbean Cruises Ltd. He previously served as a director of NAVTEQ Corporation in the past five years. | |
| Robert I. Lipp 74 years old Director Nominee Member, Audit Committee Member, Finance Committee |
Robert I. Lipp has been a director since October 2001. In September 2009, he joined Stone Point Capital LLC, a private equity firm that invests in the global financial services industry, as a senior advisor and executive chairman of StoneRiver Holdings. From October 2008 through August 2009, Mr. Lipp was with Brysam Global Partners, LLC, a private equity firm that invests in financial services, as a senior partner. He was formerly a senior advisor at, and was a director of, JPMorgan Chase & Co. from September 2005 to September 2008. From April 2004 to September 2005, he was executive chairman of The Travelers Companies, Inc. From December 2001 to April 2004, Mr. Lipp was chairman and chief executive officer of its predecessor company, Travelers Property Casualty Corp. Mr. Lipp also served as chairman of the board of Travelers Insurance Group Holdings Inc. from 1996 to 2000 and from January 2001 to October 2001. During 2000, he was a vice-chairman and member of the office of the chairman of Citigroup Inc. Mr. Lipp previously served as a director of The Travelers Companies, Inc. from 2001 until 2010. | |
| Pierre Nanterme 53 years old Director Nominee |
In connection with his appointment on October 20, 2010 as our chief executive officer, effective January 1, 2011, Pierre Nanterme was appointed to our Board to serve as a director. Mr. Nanterme currently serves as our chief executive officer. Prior to assuming this role, Mr. Nanterme held various leadership roles throughout the Company, including serving as group chief executive of our Financial Services operating group from September 2007 to November 2010, our chief leadership officer from May 2006 through September 2007, and our country managing director for France from November 2005 to September 2007. Mr. Nanterme has been appointed to succeed Mr. Green as chairman of our Board effective February 1, 2013. Mr. Nanterme has been with Accenture for 29 years. | |
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| Gilles C. Pélisson 55 years old Director Nominee Chair, Nominating & Governance Committee Member, Audit Committee |
Gilles C. Pélisson has been a director since April 2012. Mr. Pélisson joined hotel group Accor as chief executive officer in 2006 and was appointed chairman in 2009. He served as chief executive officer of Accor until December 2010 and as chairman until January 2011. Mr. Pélisson served as chief executive officer of mobile operator Bouygues Telecom from 2001 to 2005 and also as its chairman starting in 2004. 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. | |
| Wulf von Schimmelmann 65 years old Director Nominee Member, Nominating & Governance Committee |
Wulf von Schimmelmann has been a director since October 2001. He was the chief executive officer of Deutsche Postbank AG, then Germany’s largest independent retail bank, from 1999 until his retirement in June 2007. He is also the chairman of the supervisory board of Deutsche Post DHL and a member of the board of directors of The Western Union Company and of Thomson Reuters Corporation. | |
| Other Current Directors | ||
| Dina Dublon 59 years old Class II Director Member, Finance Committee |
Dina Dublon has been a director since October 2001. Ms. Dublon joined the faculty of the Harvard Business School for the 2011/2012 academic year. From December 1998 until September 2004, she was chief financial officer of JPMorgan Chase & Co. and its predecessor companies. She retired from JPMorgan Chase & Co. in December 2004. Prior to being named chief financial officer, she held numerous positions at JPMorgan Chase & Co. and its predecessor companies, including corporate treasurer, managing director of the Financial Institutions Division and head of asset liability management. She is a director of Microsoft Corporation and PepsiCo, Inc. Ms. Dublon’s current term as director expires at our annual general meeting of shareholders in 2015. | |
| Charles H. Giancarlo 55 years old Class I Director Chair, Finance Committee Member, Nominating & Governance Committee |
Charles H. Giancarlo has been a director since December 2008. Mr. Giancarlo has been a managing director of the private investment firm Silver Lake since 2007 and serves as head of its Value Creation Team. He has also served as the chairman of the board of directors of Avaya Inc. since January 2009. Previously, Mr. Giancarlo held a variety of roles at Cisco Systems, Inc., where he worked for almost 15 years. His last position at Cisco was as executive vice president and chief development officer, a position he held starting in July 2005. In this position, he was responsible for all Cisco business units and divisions and more than 30,000 employees. Mr. Giancarlo was also president of Cisco-Linksys, LLC starting in June 2004. Mr. Giancarlo previously served as a | |
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| director of Netflix, Inc. and Skype Limited in the past five years. Mr. Giancarlo’s current term as director expires at our annual general meeting of shareholders in 2014. | ||
| William D. Green 59 years old Class II Director |
William D. Green became chairman of the Board on August 31, 2006, and has been a director since June 2001. Mr. Green served as our chief executive officer from September 2004 to January 1, 2011 when he became solely our executive chairman. From March 2003 to August 2004, he was our chief operating officer—Client Services and from August 2000 to August 2004 he was our country managing director, United States. Mr. Green will step down as chairman and from the Board of Directors and retire from Accenture, effective February 1, 2013. Mr. Green has been with Accenture for 35 years. Mr. Green is a director of The McGraw-Hill Companies. | |
| Nobuyuki Idei 75 years old Class II Director Member, Nominating & Governance Committee |
Nobuyuki Idei has been a director since February 2006. Mr. Idei is the chief executive officer of Quantum Leaps Corporation, a firm he founded in September 2006 that advises Japanese and Asian businesses. From June 2005 to June 2012, Mr. Idei was chairman of the advisory board of Sony Corporation. Prior to that, he held several leadership positions with Sony Corporation: from April 2003 until June 2005, Mr. Idei was chairman and Group CEO; from June 2000 to March 2003, he was chairman and chief executive officer; and from June 1999 to June 2000, he was president and chief executive officer. Mr. Idei is a director of Baidu.com, a Chinese Internet company; FreeBit Co., Ltd, a Japanese Internet company; and Lenovo Group. Mr. Idei’s current term as director expires at our annual general meeting of shareholders in 2015. | |
| Marjorie Magner 63 years old Class II Director Chair, Compensation Committee Member, Finance Committee |
Marjorie Magner has been a director since February 2006. Ms. Magner is currently a partner with Brysam Global Partners, LLC, a private equity firm she co-founded that invests in financial services. She was the chairman and chief executive officer, Global Consumer Group, of Citigroup Inc. from 2003 to October 2005. Ms. Magner previously held various other positions within Citigroup Inc., including chief operating officer, Global Consumer Group, from April 2002 to August 2003, and chief administrative officer and senior executive vice president from January 2000 to April 2002. She is chairman of the board of Gannett Co., Inc. and a director of Ally Financial Inc. She previously served as a director of The Charles Schwab Corporation in the past five years. Ms. Magner’s current term as director expires at our annual general meeting of shareholders in 2015. | |
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| Blythe J. McGarvie 56 years old Class I Director Member, Audit Committee |
Blythe J. McGarvie has been a director since October 2001. Ms. McGarvie joined the faculty of the Harvard Business School in July 2012. From January 2003 to July 2012, she served as chief executive officer of Leadership for International Finance, LLC, a firm that focuses on improving clients’ financial positions and providing leadership seminars for corporate and academic groups. From July 1999 to December 2002, she was executive vice president and chief financial officer of BIC Group. She is currently a director of Viacom Inc. and LKQ Corporation and previously served as a director of The Pepsi Bottling Group, Inc. and The Travelers Companies, Inc. in the past five years. Ms. McGarvie’s current term as director expires at our annual general meeting of shareholders in 2014. | |
| Sir Mark Moody-Stuart 72 years old Class I Director Lead Director Member, Compensation Committee |
Mark Moody-Stuart has been a director since October 2001 and our lead director since November 2002. Sir Mark was previously managing director of Shell Transport and a managing director of the Royal Dutch/Shell Group. Sir Mark is a director of Saudi Aramco and has been chairman of Hermes Equity Ownership Services since 2009. Sir Mark previously served as non-executive chairman of Anglo American plc and is the former chairman of The “Shell” Transport and Trading Company, p.l.c. and former chairman of the Committee of Managing Directors of the Royal Dutch/Shell Group. Sir Mark also previously served as a director of HSBC Holdings plc in the past five years. Sir Mark’s current term as director expires at our annual general meeting of shareholders in 2014. | |
Dennis F. Hightower, who had been a director since September 2010, and who had also served on our Board from November 2003 to July 2009, resigned from the Board on July 19, 2012.
Communicating with the Board
The Board welcomes questions and comments. Any interested parties, including shareholders, who would like to communicate directly with the Board, our non-management directors as a group or Mark Moody-Stuart, our lead director, may submit their communication to our General Counsel, Secretary & Chief Compliance Officer, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA. Communications and concerns will be forwarded to the Board, our non-management directors as a group or our lead director, as determined by our General Counsel, Secretary & Chief Compliance Officer. We also have established mechanisms for receiving, retaining and addressing concerns or complaints. You may report any such concerns at https://businessethicsline.com/accenture or by calling the Accenture Ethics Line at +1 312-737-8262. Our Code of Business Ethics and underlying policies prohibit any retaliation or other adverse action against anyone for raising a concern. If you wish to raise your concern in an anonymous manner, then you may do so.
Leadership Structure
As noted in Accenture’s Corporate Governance Guidelines, the Board maintains the freedom to choose whether the roles of chairman and chief executive officer should be combined or separated, based
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on what it believes is best for the Company and its shareholders at a given point in time. Our executive chairman, William D. Green, who served as our chief executive officer from September 2004 to January 1, 2011 and who has been our chairman since August 31, 2006, has announced that he will step down as chairman and from the Board and retire from Accenture, effective February 1, 2013. Given Mr. Green’s intention to retire, the Board has considered the Company’s leadership structure and has determined that the presence of our independent lead director who, as described below, has meaningful oversight responsibilities, together with a strong leader in the combined role of chairman and chief executive officer, will serve the best interests of Accenture and its shareholders following Mr. Green’s departure from the Company. Accordingly, the Board has appointed Mr. Nanterme to act as chairman upon Mr. Green’s retirement. The Board believes that in light of Mr. Nanterme’s knowledge of Accenture and its industry, which has been built up over 29 years of experience with the Company, he is well positioned to serve as both chairman and chief executive officer of the Company.
Our Corporate Governance Guidelines provide that if the same person holds the chief executive officer and chairman roles or if the chairman is not independent, the Board will designate one of the independent directors to serve as the lead director. The lead director helps ensure that 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. Mark Moody-Stuart currently serves as our lead director. The responsibilities of the lead director, which are described in the Company’s Corporate Governance Guidelines, include, among other things:
| • | providing input on issues for Board consideration, helping set the Board agenda and ensuring that adequate information is provided to the Board; |
| • | presiding at all meetings of the Board at which the chairman is not present and at all executive sessions of the independent directors; |
| • | acting as a liaison between the independent directors and the chairman; and |
| • | if requested by major shareholders, being available for consultation and direct communication. |
In addition, the lead director has the authority to call meetings of the independent directors.
The Board believes that one of the key elements of effective, independent oversight is that the independent directors meet in executive session on a regular basis without the presence of management. Accordingly, in fiscal 2012, the independent directors met in executive session with the lead director presiding at each regularly scheduled in-person Board meeting. All of Accenture’s non-management Board members are independent, and each of the Audit, Compensation, Finance and Nominating & Governance Committees is composed solely of independent directors.
On December 1, 2012, we ceased using the designation “senior executive.” The majority of our leaders are now designated “managing directors,” and a select group of our most experienced leaders are “senior managing directors.” Managing directors and senior managing directors, along with members of the Accenture global management committee (the Company’s primary management and leadership team, which consists of 18 of our most senior leaders), comprise “Accenture Leadership.”
Risk Oversight
The Board is responsible for overseeing management in the execution of management’s Company-wide risk management responsibilities. The Board fulfills this responsibility both directly and through its standing committees (as described more fully below), each of which assists the Board in overseeing a part of the Company’s overall risk management.
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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 enterprise risk management (“ERM”) program, which 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; evaluates the expected impact of each such risk should it occur, the likelihood of its occurrence and the effectiveness of the Company’s existing risk mitigation strategy; and develops plans to monitor, manage and mitigate these risks. The responsibility for managing each of the highest-priority risks is assigned to one or more members of our global management committee.
As discussed above, the Board plays a direct role in the Company’s ERM program. In that regard, the Board is briefed annually by the chief operating officer. In addition, 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.
The committees of the Board also oversee specific areas of the Company’s risk management, which are described below, and provide updates to the Board as appropriate with respect to the risks overseen by each committee.
| • | 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. The committee’s review includes at least an annual review with the chief operating officer of our ERM program and a quarterly review of the risks believed to be most important. The Audit Committee also at least annually discusses with the chairs of the Finance and Compensation Committees the risk assessment process for the risks overseen by those committees. |
| • | Compensation Committee: The Compensation Committee reviews and discusses with management the Company’s compensation policies and practices and management’s assessment of whether any risks arising from such policies and practices are reasonably likely to have a material adverse effect on the Company. |
| • | Finance Committee: The Finance Committee reviews and discusses with management various financial-related risks facing the Company, including foreign exchange, counterparty and liquidity-related risks, major acquisitions, and the Company’s insurance and pension exposures. |
| • | Nominating & Governance Committee: The Nominating & Governance Committee evaluates the overall effectiveness of the Board, including its focus on the most critical issues and risks. |
Board Meetings and Committees
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 2012, the Board held six meetings, four of which were held in person. Each of our directors who served on the Board in fiscal 2012 attended (in person or by teleconference) at least 75% of the aggregate of Board meetings and meetings of any Board committee on which he or she served during fiscal 2012 (and, for Mr. Pélisson, with respect to the period of time for which he served as a director in fiscal 2012). All of our Board members who served on the Board at the time of our 2012 annual general meeting of shareholders attended that meeting.
Our outside directors meet separately at each regularly scheduled in-person Board meeting. These directors held four meetings during fiscal 2012, each led by Mark Moody-Stuart, the lead director.
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The Board maintains 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 four standing committees. Each standing committee operates pursuant to a written charter that is available in the Corporate Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com. A copy of our Corporate Governance Guidelines (including our independence standards) and our Code of Business Ethics (which is applicable to all of our directors, officers and employees) can be found in the Corporate Governance section of our website. If the Board grants any waivers from our Code of Business Ethics to any of our directors or officers, or if we amend our Code of Business Ethics, we will, if required, disclose these matters through the Investor Relations section of our website on a timely basis. Printed copies of all of these materials are also available free of charge upon written request to our Investor Relations group at Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105, USA.
Director Independence
The Board has adopted categorical standards designed to assist the Board in assessing director independence (the “Independence Standards”). The Independence Standards are included in our Corporate Governance Guidelines, which can be found in the Corporate Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com. The Corporate Governance Guidelines and the Independence Standards have been designed to comply with the standards required by the New York Stock Exchange (the “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 making its independence determinations, the Nominating & Governance Committee evaluates the various commercial, charitable and employment transactions and relationships known to the committee (including those identified through our annual directors’ questionnaires) that exist between us and our subsidiaries and the entities with which certain of our directors or members of their immediate families are, or have been, affiliated. Furthermore, the Nominating & Governance Committee discusses any other relevant facts and circumstances regarding the nature of these 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 has determined that, other than William D. Green and Pierre Nanterme, all of our directors have satisfied the Independence Standards as well as the independence requirements of the NYSE. The Board concurred in these independence determinations. In reaching its determinations, the Nominating & Governance Committee and the Board considered that Mses. Dublon, Magner and McGarvie and Messrs. Giancarlo, Idei, Kimsey, Moody-Stuart, Pélisson and von Schimmelmann all served as a director of, and Mses. Dublon and McGarvie and Mr. Idei also were employed by, an organization that does business with Accenture. In no instances did the amount received by Accenture or such company exceed the greater of $1 million or 1% of either Accenture’s or such organization’s consolidated gross revenues.
Audit Committee
The Audit Committee consists of four independent directors: William L. Kimsey (who serves as chair); Robert I. Lipp; Blythe J. McGarvie; and Gilles C. Pélisson. Mr. Pélisson joined the committee as of April 27, 2012 upon his appointment as a director. The Audit Committee was established by the Board for the purpose of, among other things, overseeing Accenture’s accounting and financial reporting processes and audits of our financial statements. The Board has determined that each member of the
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Audit Committee meets the financial literacy and independence requirements of the SEC and NYSE for audit committee members, and that Mr. Kimsey and Ms. McGarvie each qualifies as an “audit committee financial expert” for purposes of the rules and regulations of the SEC. No member of the Audit Committee may serve on the audit committee of more than three 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. No member of the Audit Committee currently serves on the audit committees of more than three public companies, including Accenture.
The Audit Committee held nine meetings in fiscal 2012, four of which were held in person. The Audit Committee’s primary duties and responsibilities are to:
| • | review and discuss with management and the independent auditors our annual audited financial statements and quarterly financial statements, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K and Form 10-Q filings, as well as the Company’s earnings press releases, earnings guidance and information related thereto, and discuss with the independent auditors the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; |
| • | retain or change, subject to the requirements of Irish company law, independent auditors and approve, in advance, all audit engagement fees and terms for the Company and its subsidiaries; oversee the work of any registered public accounting firm employed by the Company, including the resolution of any disagreement between management and the independent auditor regarding financial reporting, for the purpose of preparing or issuing an audit report or related work; approve, in advance, any audit and any permissible non-audit engagement or relationship with our independent auditors; review at least annually the qualifications, performance and independence of our independent auditors and present its conclusions with respect to the independent auditor to the Board; review with our independent auditors any audit problems or difficulties and management’s response; and set clear hiring policies to be implemented by the Company for employees or former employees of our independent auditors to ensure independence; |
| • | review the integrity of our internal and external reporting processes and controls; review the effect of regulatory and accounting initiatives, as well as off-balance sheet structures (if any), on our financial statements; establish regular systems of reporting to the committee by each of management, the independent auditors and the internal auditors regarding any significant judgments made in the preparation of the financial statements or any significant difficulties encountered during the course of a review or audit; review any significant disagreement between management and the independent or internal auditors with respect to the preparation of the financial statements and management’s response to such matters; review and discuss with the independent auditors the responsibilities, budget and staffing of the Company’s internal audit function; review and discuss with the Company’s internal auditors (1) the internal audit function, including its authority, responsibilities, independence and reporting obligations, (2) the proposed audit plan for the coming year, (3) the coordination of the proposed audit plan with the Company’s independent auditors and (4) the results of the internal audit program, and perform a specific review of any significant issues; and, at least annually, hold separate meetings with members of management, the independent auditors, the general counsel and the director of the internal audit department on any matters that the committee or these groups believe should be discussed privately; |
| • | review with our counsel any legal matter that could have a significant impact on our financial statements or operations; discuss with management and our independent auditors our risk- |
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| assessment and risk-management guidelines and policies as well as our major financial risk exposures and the steps taken to monitor and control such exposures; oversee our compliance program and adherence to our Code of Business Ethics, which includes reviewing and investigating matters pertaining to management’s integrity or conflicts of interest; establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and ensure that the Company maintains an internal audit function; and |
| • | prepare a report to be included in our proxy statement; and provide other regular reports to the Board and maintain minutes or records of its meetings and activities. |
Compensation Committee
Scope, Authority and Membership
The Compensation Committee consists of three independent directors: Marjorie Magner (who serves as chair); William L. Kimsey; and Mark Moody-Stuart. Dennis F. Hightower also served on the committee until his resignation from the Board on July 19, 2012. The Compensation Committee acts on behalf of the Board to establish the compensation of executive officers of the Company and provides oversight of the Company’s global compensation philosophy. The Compensation Committee also acts as the oversight committee with respect to the Company’s equity compensation plans. In overseeing those plans, the Compensation Committee has delegated authority for day-to-day administration, implementation and interpretation of the Company’s equity compensation programs to the Company’s executive officers.
The Compensation Committee held nine meetings in fiscal 2012, five of which were held in person. The Compensation Committee’s primary duties and responsibilities are to:
| • | determine the annual compensation of our executive chairman and our chief executive officer, in each case taking into consideration feedback provided by the Nominating & Governance Committee and the lead director (who is a member of the Compensation Committee) based on their review of their individual performance and additional input on their respective performance provided by our chief human resources officer after consultation with members of our global management committee; determine the annual compensation of our other executive officers, taking into consideration the chief executive officer’s input; approve the material terms of any employment agreements, severance arrangements, change-in-control arrangements or similar agreements or arrangements and any material amendments thereto with our executive officers; review and make recommendations to the Board on a biennial basis, or as circumstances warrant, with regard to the appropriateness of the compensation paid to our non-employee directors; review and discuss with management, on at least an annual basis, management’s assessment of whether the risks arising from our compensation policies and practices for employees are reasonably likely to have a material, adverse effect on the Company; review and approve the peer companies to be used by us and the Compensation Committee’s compensation consultant for the purposes of compensation benchmarking and survey data; discuss the results of the shareholder advisory vote on “say-on-pay” with regard to the named executive officers; and meet regularly without the presence of management; |
| • | establish and maintain our equity compensation policies and practices; review and make recommendations to the Board with respect to our incentive-compensation, equity-based and pension plans; oversee the administration of our equity-based compensation plans; review and approve all equity compensation plans that are not otherwise subject to shareholder approval; monitor the total equity usage for equity-based plans; and review our annual bonus accounting on a quarterly basis and approve it annually; |
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| • | review and discuss the Compensation Discussion and Analysis with management and make a recommendation to the Board with respect to inclusion of the Compensation Discussion and Analysis in our proxy statement; and provide the committee’s report to be included in our proxy statement; and |
| • | provide other regular reports to the Board and maintain minutes or records of its meetings and activities. |
Roles in Determining Executive Compensation
A number of individuals and entities contribute to the process of reviewing and determining the compensation of our executive officers:
| • | Compensation Committee. Our Compensation Committee makes the final determination regarding the annual compensation of our executive officers, taking into consideration an evaluation of each such officer’s respective performance and the recommendation of the chief executive officer regarding the compensation of our executive officers other than himself and the executive chairman. |
| • | Nominating & Governance Committee. Together with the Compensation Committee (which includes the lead director), the Nominating & Governance Committee reviews the performance of our executive chairman and our chief executive officer and provides a performance rating for each of the executive chairman and the chief executive officer. |
| • | Executive Chairman and Chief Executive Officer. The chief executive officer provides the Compensation Committee with an evaluation of the performance of the executive officers other than himself and the executive chairman, which includes an assessment of each individual’s performance against his or her annual objectives and a recommendation regarding his or her compensation. The executive chairman also provides the Compensation Committee and the Nominating & Governance Committee with an evaluation of the performance of the chief executive officer. |
| • | Chief Human Resources Officer. Our chief human resources officer solicits input from members of our global management committee (including the chief executive officer) and other senior leaders in the Company regarding the performance of our executive chairman and from our executive chairman, members of our global management committee (other than the chief executive officer) and other senior leaders in the Company regarding the performance of our chief executive officer, in each case to aid in the review of their performance. |
| • | Compensation Consultants. The Compensation Committee has engaged Pay Governance LLC (“Pay Governance”) to serve as the Compensation Committee’s compensation consultant. Pay Governance and its affiliates do not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation Committee on director and executive officer compensation. As requested by the 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 responds to other requests from the Compensation Committee for advice or resources regarding the compensation of our executive chairman, our chief executive officer and our other executive officers. 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 “Compensation Discussion and Analysis—Process for Determining Executive Compensation.” |
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Management separately receives benchmarking information with respect to executive officer compensation (other than for the executive chairman) from its compensation consultant, Towers Watson Delaware Inc. (“Towers Watson”). This information is based on a benchmarking approach developed by Towers Watson and Pay Governance, and is used by the chief executive officer in making his recommendations to the Compensation Committee with respect to the compensation of the executive officers other than himself and the executive chairman. While Towers Watson also acts as management’s compensation consultant for non-executive officer compensation in various capacities with respect to our global workforce of over 257,000 employees, and assists management in formulating its compensation recommendations for our executive officers, the Compensation Committee has separately engaged Pay Governance as its independent compensation consultant to avoid any conflicts of interest.
Nominating & Governance Committee
The Nominating & Governance Committee consists of four independent directors: Gilles C. Pélisson (who serves as chair); Charles H. Giancarlo; Nobuyuki Idei; and Wulf von Schimmelmann. Mr. Pélisson joined the committee as of October 19, 2012 and was appointed as chair of the committee on that date. Dennis F. Hightower also served on the committee as its chair until his resignation from the Board on July 19, 2012. The Nominating & Governance Committee held six meetings in fiscal 2012, four of which were held in person. The Nominating & Governance Committee’s primary duties and responsibilities are to:
| • | oversee Board selection, composition and evaluation, including the making of recommendations regarding the size and composition of the Board, the identification of qualified candidates and recommendation to the Board of candidates for Board membership and the annual evaluation of the overall effectiveness of the Board and its committees; |
| • | manage the committee selection and composition process, including recommending members of the Board to serve on the committees of the Board and as chairs of those committees and the establishment, monitoring and making of recommendations for the purpose, structure and operations of these committees and, as may be appropriate, the creation or elimination of committees; |
| • | monitor and oversee corporate governance matters, including reviewing and making recommendations regarding our constituent documents and Corporate Governance Guidelines, monitoring of new developments in the area of corporate governance, and reviewing, approving, disapproving or ratifying, as appropriate, related person transactions; |
| • | oversee the development and implementation of an orientation program for new Board members; oversee the evaluation of management; together with the Compensation Committee and the lead director, conduct an annual review of our chief executive officer and our executive chairman; and ensure that an effective chief executive officer succession plan is in place; and |
| • | provide regular reports to the Board and maintain minutes or records of its meetings and activities. |
The Nominating & Governance Committee is responsible for identifying individuals who are qualified candidates for Board membership. Consistent with the Company’s Corporate Governance Guidelines, the Nominating & Governance Committee seeks to ensure that the Board is composed of individuals whose particular backgrounds, skills and expertise, when taken together, will provide the Board with the range of skills and expertise to guide and oversee Accenture’s strategy and operations. 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; |
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| • | 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. |
In addition, the committee assesses the contribution that a particular candidate’s skills and expertise will, in light of the skills and expertise of the incumbent directors, make with respect to guiding and overseeing Accenture’s strategy and operations.
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 of directors that best serves the needs of the Company and the interest of its shareholders, and it is one of the many factors that they consider when identifying individuals for Board membership.
To identify and recruit qualified candidates for the Board, the Board has previously utilized the services of professional search firms. In some cases, nominees have been individuals known to Board members through business or other relationships. In the case of Gilles C. Pélisson, our chief executive officer identified him as a potential director nominee. Prior to his nomination, Mr. Pélisson met with each member of the Board. Following these meetings, the chair of the Nominating & Governance Committee obtained feedback from the Board members about Mr. Pélisson and shared it with the Nominating & Governance Committee. After review and discussion, the committee recommended Mr. Pélisson’s appointment as a director to the full Board for final consideration and approval.
Consistent with its duties and responsibilities, the Nominating & Governance Committee conducts a confidential survey of the Board, which is designed to evaluate the operation and performance of the Board and each of its committees. Mark Moody-Stuart, our lead director, also conducts a self-assessment interview with each Board member designed to enhance his or her participation and role as a member of the Board.
Director Qualifications
In considering the nomination of the directors named in this proxy statement, the Board and the Nominating & Governance Committee evaluated each director’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.
Each director and nominee has served in senior roles with significant responsibility and has gained expertise in areas relevant to the Company and its business. Each of our non-management directors has also gained skills and expertise by serving as a director of one or more public companies. In addition to the background and experience of each director and nominee outlined in the biographies on pages 8 to 11 of this proxy statement, the Board and the Nominating & Governance Committee considered, in particular, the following:
| • | Ms. Dublon brings to the Board significant experience and expertise in financial, strategic and banking activities gained during her tenure and as chief financial officer of JPMorgan Chase & Co. |
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| and its predecessor companies. Ms. Dublon also brings an important perspective gained as a member of the faculty of the Harvard Business School as well as from her significant experience while working with non-profit organizations focusing on women’s issues and initiatives. |
| • | Mr. Giancarlo brings to the Board significant managerial, operational and financial experience as a result of the numerous senior positions he has held at multi-national corporations. Mr. Giancarlo brings to the Board an important perspective on technology, technology-enabled and related growth industries, as well as acquisitions and the private equity industry. |
| • | Mr. Green brings to the Board a deep knowledge of Accenture and its operations from 35 years of experience with the Company, including as our executive chairman and chief executive officer as well as group chief executive of two of our operating groups. In addition, he brings to the Board a cross-industry perspective from his involvement in the Business Roundtable and The Business Forum, Inc., and particular expertise in workforce education and training. |
| • | Mr. Idei brings to the Board significant skills and experience from his tenure in a variety of senior positions with Sony Corporation, including as chairman and group chief executive officer. Mr. Idei also has expertise in developing technology-based ventures gained from his establishment of a firm that advises Japanese businesses. The Board also benefits from his broad experience in and knowledge of the Asian market and international business. |
| • | Mr. Kimsey brings to the Board significant knowledge and expertise in finance and accounting matters as a result of his many years of practicing as a certified public accountant and his tenure as global chief executive officer of Ernst & Young Global Limited. |
| • | Mr. Lipp brings to the Board significant managerial, operational and financial experience as a result of his tenure as chairman and chief executive of Travelers Property Casualty Corp. (the predecessor company to The Travelers Companies, Inc.) and the various senior executive positions he held at JPMorgan Chase & Co. and Citigroup Inc. Mr. Lipp also provides the Board with a valuable perspective as a result of his services as a trustee or director of several non-profit organizations. |
| • | Ms. Magner brings to the Board significant business experience and operations expertise gained from the various senior management roles that she has held with Citigroup Inc. and as a partner with a private equity firm that she co-founded. Ms. Magner also has leadership experience and perspective from her work in various philanthropic endeavors as an advocate on issues affecting consumers, women and youth globally. |
| • | Ms. McGarvie brings to the Board significant experience and expertise in management, finance and accounting gained from her experience as chief financial officer of BIC Group, her experience in senior financial positions at other major companies, her tenure as chief executive officer of a firm she founded that focuses on finance and leadership, and her experience as a member of the faculty of the Harvard Business School. Ms. McGarvie also has significant international experience and is the author of two books on leadership. |
| • | Sir Mark brings to the Board many years of experience leading global organizations and experience as chair or managing director of companies including Anglo American plc and the Royal Dutch/Shell Group. Sir Mark has experience and expertise in international business and governance and has worked in a number of countries during his career, largely outside of Europe. He has also gained significant experience with several philanthropic organizations. |
| • | Mr. Nanterme brings to the Board a deep knowledge of Accenture and its operations from 29 years of experience with the Company, including as chief executive officer and group chief |
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| executive of Accenture’s Financial Services operating group and as our chief leadership officer. He brings to the Board experience in human capital strategy and an understanding of the global marketplace and competitive landscape. |
| • | Mr. Pélisson brings to the Board significant managerial, operational and global experience from his tenure as chairman and CEO of Accor, as chairman and CEO of Bouygues Telecom and from other senior executive positions he has held at several other companies. The Board also benefits from his broad experience in the European and Asian markets. |
| • | Mr. von Schimmelmann brings to the Board leadership experience as a result of his position as chief executive officer of Deutsche Postbank AG. The Board also benefits from his expertise in management as well as his experience in the European market and significant experience in international business. |
Process for Shareholders to Recommend Director Nominees
Our Corporate Governance Guidelines address the processes by which shareholders may recommend director nominees, and the Nominating & Governance Committee’s general policy 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 with the name and other pertinent information of the nominee to: Mr. Gilles C. Pélisson, chair of the Nominating & Governance Committee, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA, Attention: General Counsel, Secretary & 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 Accenture plc’s articles of association prescribe certain timing and nomination requirements with respect to any such recommendation. Please refer to Article 84(a)(ii) of our articles of association (which can be found on the “Governance Principles” page of our website accessible through http://investor.accenture.com) for information on these requirements.
Finance Committee
The Finance Committee consists of four independent directors: Charles H. Giancarlo (who serves as chair), Dina Dublon, Robert I. Lipp and Marjorie Magner. The Finance Committee held eight meetings in fiscal 2012, five of which were held in person. The Finance Committee’s primary duties and responsibilities are to:
| • | review and make recommendations regarding our capital structure and corporate finance strategy and activities, including any issuance of equity and debt securities, financing plans, debt ratings, share repurchase philosophy and strategy, share redemption and purchase activities, and dividend policy; |
| • | review and make recommendations regarding our treasury function, investment strategies, banking and cash management arrangements and financial risk management; |
| • | review and make recommendations regarding funding and oversight of and investment planning for our various defined benefit and contribution plans; |
| • | review and make recommendations to the Board with respect to major investments, acquisitions, divestitures, joint ventures or similar transactions; |
| • | review and make recommendations to the Board with respect to our insurance programs and structures and other activities to manage financial risks in our business; |
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| • | have the chair of the committee review annually with the Audit Committee the risk assessment process undertaken by the committee with respect to the risks overseen by the committee; and |
| • | provide regular reports to the Board and maintain minutes or records of its meetings and activities. |
Certain Relationships and Related Person Transactions
Review and Approval of Related Person Transactions
The Board has adopted a written Related Person Transactions Policy to assist it in reviewing, approving and ratifying related person transactions and to assist us in the preparation of related disclosures required by the SEC. This Related Person Transactions Policy supplements our other policies that may apply to transactions with related persons, such as the Board’s Corporate Governance Guidelines and our Code of Business Ethics.
The Related Person Transactions Policy 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. Our directors and executive officers are required to provide prompt notice of any plan or proposal to engage in a related person transaction to the General Counsel, Secretary & Chief Compliance Officer, who in turn must, after a preliminary review, together, if deemed appropriate, with our outside counsel, present it to the Nominating & Governance Committee.
In reviewing related person transactions, the Nominating & Governance Committee will consider the relevant facts and circumstances, including, among other things:
| • | the identity of the related person, the nature of the related person’s interest in the transaction and the material terms of the transaction; |
| • | the importance of the transaction both to the Company and to the related person; |
| • | 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. |
The Nominating & Governance Committee 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.
Generally, the Related Person Transactions Policy applies to any current or proposed transaction in which:
| • | the Company was or is to be a participant; |
| • | the amount involved exceeds $120,000; and |
| • | any related person (i.e., a director, director nominee, executive officer, greater than five percent beneficial owner and any immediate family member of such person) had or will have a direct or indirect material interest. |
Certain Related Person Transactions
We provided consulting and outsourcing services to certain affiliates of FMR LLC, which beneficially owned approximately 5.4% of our outstanding Class A ordinary shares based on a
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Schedule 13G filed on February 14, 2012 with the SEC. During fiscal 2012, Accenture recorded revenues of approximately $3.3 million for these services. In addition, FMR LLC and its affiliates also received investment management fees totaling approximately $6.4 million in fiscal 2012 with respect to Fidelity mutual funds offered under the Accenture U.S. 401(k) Match and Savings Plan and the Accenture U.S. Discretionary Profit Sharing Plan based on a percentage of the plan assets invested in such mutual fund. We also provided consulting services to MFS Investment Management (also known as Massachusetts Financial Services Company), which beneficially owned approximately 5.5% of our outstanding Class A ordinary shares based on a Schedule 13G filed on January 27, 2012 with the SEC. During fiscal 2012, Accenture recorded revenues of approximately $2.6 million for these services. Each of these transactions was entered into on an arm’s length basis in the ordinary course.
We seek to hire the most qualified candidates and consequently do not preclude the employment of family members of current directors and executive officers. Mr. von Schimmelmann’s son, Berthold von Schimmelmann, is a manager in our technology business and is based in Australia. He earned approximately $173,000 in base salary and bonus during fiscal 2012, which was commensurate with his peers’ compensation and established in accordance with the Company’s compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. He did not serve as an executive officer of the Company during this period and did not have a key company-level strategic role within the Company in that he did not drive the strategy or direction of the Company, nor was he personally accountable for the Company’s financial results.
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REPORTS OF THE COMMITTEES OF THE BOARD
Since its creation in 2001, the Audit Committee of the Board has been composed entirely of non-management directors. In addition, each member of the Audit Committee meets the independence and experience requirements set forth by the SEC and the NYSE.
The Audit Committee of the Board operates pursuant to a written charter, which may be accessed through the Corporate Governance section of Accenture’s website, accessible through the Investor Relations page at http://investor.accenture.com. The Audit Committee reviews and assesses the adequacy of its charter on an annual basis.
Management has the primary responsibility for the financial statements and the reporting process, including the system of internal accounting controls. As part of the Audit Committee’s oversight function, the Audit Committee:
| • | Reviewed and discussed the Company’s annual audited financial statements and quarterly financial statements with management and with Accenture’s independent registered public accounting firm. The committee also reviewed related matters and disclosure items, including the Company’s earnings press releases, and performed its regular review of critical accounting policies and the processes by which the Company’s chief executive officer and chief financial officer certify the information contained in its quarterly and annual filings. |
| • | Discussed with KPMG LLP (together with its affiliates, “KPMG”) the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The committee also received the written disclosures and letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the committee concerning independence and discussed with KPMG their independence and related matters. Discussions with KPMG also included staffing and litigation matters. |
In addition, in reliance upon its reviews and discussions as outlined above, the Audit Committee recommended, and the Board of Directors approved, the inclusion of the Company’s audited financial statements in its Annual Report on Form 10-K for the fiscal year ended August 31, 2012 for filing with the SEC and presentation to the Company’s shareholders. The Audit Committee also recommended during fiscal 2013 that KPMG be re-appointed as the Company’s independent registered public accounting firm to serve until the Company’s annual general meeting of shareholders in 2014 and that the Board submit this appointment to the Company’s shareholders for ratification at the Annual Meeting. This report is provided by the following independent directors, who compose the Audit Committee:
THE AUDIT COMMITTEE
William L. Kimsey, Chair
Robert I. Lipp
Blythe J. McGarvie
Gilles C. Pélisson
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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 Annual Report on Form 10-K. This report is provided by the following independent directors, who compose the Compensation Committee:
THE COMPENSATION COMMITTEE
Marjorie Magner, Chair
William L. Kimsey
Mark Moody-Stuart
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PROPOSAL NO. 3—NON-BINDING RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND BINDING AUTHORIZATION OF THE BOARD TO DETERMINE ITS REMUNERATION
Shareholders are being asked to vote to ratify, in a non-binding vote, the appointment of our independent registered public accounting firm, KPMG LLP, and also to vote to authorize, in a binding vote, the Board, acting through the Audit Committee, to determine KPMG’s remuneration. Upon the Audit Committee’s recommendation, the Board has recommended the re-appointment of KPMG as our independent registered public accounting firm to audit our consolidated financial statements and our internal control over financial reporting for the fiscal year ending August 31, 2013. The Board is asking our shareholders to ratify, in a non-binding vote, the appointment of KPMG as our independent registered public accounting firm to hold office until our annual general meeting of shareholders in 2014 and to authorize, in a binding vote, the Board, acting through the Audit Committee, to determine KPMG’s remuneration. Although ratification is not required by our memorandum and articles of association or otherwise, the Board is submitting the selection of KPMG to our shareholders for ratification because we value our shareholders’ views on the Company’s independent registered public accounting firm. If our shareholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.
We expect that one or more representatives of KPMG will be present at the Annual Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any questions.
The text of the resolution in respect of proposal no. 3 is as follows:
“To ratify, in a non-binding vote, the appointment of KPMG as the independent registered public accounting firm for the Company until the next annual general meeting of the Company in 2014 and to authorize, in a binding vote, the Board, acting through the Audit Committee, to determine its remuneration.”
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE NON-BINDING RATIFICATION OF THE APPOINTMENT OF KPMG AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND THE BINDING AUTHORIZATION OF THE BOARD, ACTING THROUGH THE AUDIT COMMITTEE, TO DETERMINE KPMG’S REMUNERATION.
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Independent Auditor’s Fees
The following table describes fees for professional audit services rendered by KPMG, Accenture’s principal accountant, for the audits of our annual financial statements for the years ended August 31, 2012 and August 31, 2011 and our internal control over financial reporting as of August 31, 2012 and August 31, 2011, and fees billed for other services rendered by KPMG during these periods.
| 2012 | 2011 | |||||||
| (in thousands) | ||||||||
| Audit Fees(1) |
$ | 13,588 | $ | 13,864 | ||||
| Audit-Related Fees(2) |
586 | 357 | ||||||
| Tax Fees(3) |
238 | 205 | ||||||
| All Other Fees(4) |
435 | 161 | ||||||
|
|
|
|
|
|||||
| Total(5) |
$ | 14,847 | $ | 14,588 | ||||
|
|
|
|
|
|||||
| (1) | Audit Fees, including those for statutory audits, include the aggregate fees recorded for the fiscal year indicated for professional services rendered by KPMG for the audit of Accenture plc’s and Accenture SCA’s annual financial statements and review of financial statements included in Accenture’s Forms 10-K and Forms 10-Q. Audit Fees also include fees for the audit of Accenture’s internal control over financial reporting. |
| (2) | Audit-Related Fees include the aggregate fees recorded during the fiscal year indicated for assurance and related services by KPMG that are reasonably related to the performance of the audit or review of Accenture plc’s and Accenture SCA’s financial statements and not included in Audit Fees. Audit-Related Fees also include fees for accounting advice and opinions related to various employee benefit plans and fees for services to issue Statement on Standards for Attestation Engagements (SSAE) No. 16 reports. |
| (3) | Tax Fees include the aggregate fees recorded during the fiscal year indicated for professional services rendered by KPMG for tax compliance, tax advice and tax planning. |
| (4) | All Other Fees include the aggregate fees recorded during the fiscal year indicated for products and services provided by KPMG, other than the services reported above. These fees include merger and acquisition due diligence services and other consulting services. The Audit Committee concluded that the provision of these services and related fees do not affect the independence of KPMG. |
| (5) | May not total due to rounding. |
Procedures For Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Pursuant to its charter, the Audit Committee of the Board is responsible for reviewing and approving, in advance, any audit and any permissible non-audit engagement or relationship between Accenture and its independent auditors. The Audit Committee has delegated to its chair the authority to review and pre-approve any such engagement or relationship, which may be proposed in between its regular meetings. Any such pre-approval is subsequently considered and ratified by the Audit Committee at the next regularly scheduled meeting.
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PROPOSAL NO. 4—NON-BINDING VOTE ON EXECUTIVE COMPENSATION
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, shareholders are being asked to approve, in an advisory, non-binding vote, the compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
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 49 to 68, as well as the discussion regarding the Compensation Committee on pages 16 to 18.
This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding. Although this resolution is non-binding, 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.
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—Fiscal 2012 Compensation Overview and Summary.” Our annualized total shareholder return for the three-year period ended August 31, 2012 was 26%, the highest among our peers, and our annualized total shareholder return for the five-year period ended August 31, 2012 was 10%, also the highest among our peers.
As discussed below in “Compensation Discussion and Analysis,” our compensation philosophy for our named executive officers includes the following elements:
| • | Long-term equity compensation has multi-year performance-based vesting. The most significant single element of our named executive officers’ compensation opportunity over time is the Key Executive Performance Share Program, for which vesting depends exclusively on the Company’s cumulative performance against our annual operating income plan and relative total shareholder return, in each case over a three-year period. In fiscal 2012, the target value of the awards made under this program represented 90% of our chief executive officer’s total equity compensation and 48% of the total equity compensation of all of our other named executive officers, taken as a whole. |
| • | Total cash compensation is tied to performance. The majority of cash compensation opportunity is based on Company and individual performance. The cash compensation of our named executive officers as a group has fluctuated from year to year, reflecting the Company’s financial results. |
| • | Compensation unrelated to performance is limited. Accenture’s employment agreements do not provide for multi-year employment, guaranteed incentive awards, “golden parachutes” or significant lump-sum compensation payments upon termination of employment for our named executive officers, aside from that required by law. We do not offer significant perquisites, nor do we provide tax gross-up payments on post-employment benefits. |
The text of the resolution in respect of proposal no. 4 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, compensation tables and narrative discussion, is hereby approved.”
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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PROPOSAL NO. 5—APPROVAL OF AMENDMENT TO ACCENTURE PLC 2010 SHARE INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE BY 24 MILLION SHARES AND TO EXPRESSLY PROHIBIT THE REPRICING OF OPTIONS AND SHARE APPRECIATION RIGHTS
Our Board, based on the recommendation of the Compensation Committee, has approved an amendment to the Accenture plc 2010 Share Incentive Plan (the “2010 SIP”), subject to approval by our shareholders at the Annual Meeting, to (1) authorize an additional 24 million shares under the 2010 SIP and (2) expressly prohibit the repricing of options and share appreciation rights. In connection with its review of this proposal, the Compensation Committee considered the information described below, as well as the favorable recommendation of Pay Governance, the Compensation Committee’s compensation consultant.
By the time of the Annual Meeting, three years will have passed since the 2010 SIP was adopted at our 2010 annual general meeting of shareholders. A total of 50 million of our Class A ordinary shares (“shares”) were initially authorized for issuance under the 2010 SIP, approximately 23.5 million shares of which remained available for future grants as of December 1, 2012, which takes into account approximately 1.5 million shares that were granted between September 1, 2012 and December 1, 2012. For the remainder of fiscal 2013, whether or not shareholders approve the proposed amendment to the 2010 SIP, we expect to grant an additional 10.5 million shares. Cumulatively, we expect to grant approximately 12 million shares in fiscal 2013.
The number of awards we have granted under the 2010 SIP and its predecessor plan, the Accenture plc 2001 Share Incentive Plan (the “2001 SIP”) as a percentage of our annual weighted average diluted shares (commonly referred to as the “burn rate”), has been on average 1.6% over the last three years and 1.7% over the last five years. In addition, over the last five years, we have repurchased substantially more shares than we have issued, with the net impact being a reduction of at least 2% per year on our weighted average diluted shares, and we expect to continue to reduce our weighted average diluted shares by approximately 2% per year. We have also assumed that we will need to modestly increase the amount of shares that we will grant to our high-performing leaders in January 2014, which is our next significant annual granting cycle after the Annual Meeting. Therefore, based on our current projections, without shareholder approval of this proposal, we will likely not be able to grant the full number of equity awards we believe necessary in that next annual granting cycle to continue motivating our high-performing leaders to achieve our objectives.
If the amendment to the 2010 SIP (as amended, the “Amended 2010 SIP”) is approved by our shareholders, it will become immediately effective as of February 6, 2013, with approximately 37.8 million shares available for future awards. This excludes any shares that will become available again under the 2010 SIP in connection with forfeited, lapsed or terminated awards during such period. We expect that if the Amended 2010 SIP is approved by our shareholders, the additional shares will be sufficient to allow us to make equity awards in the amounts we believe are necessary for the next two to three years.
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| • | Proposed Amendment |
| • | Authorize an additional 24 million shares under the 2010 SIP. |
| • | Consistent with our current practice, expressly prohibit the repricing of options and share appreciation rights. |
| • | Why Should You Vote to Approve the Proposed Amendment? |
| • | We must attract, retain and motivate high-performers. The ability to issue equity is fundamental to our compensation strategy. Being a people-based business, our success is dependent, in large part, on our ability to use market relevant compensation to attract, retain and motivate the most talented professionals to serve our clients. |
| • | We have a disciplined annual share granting practice. Our burn rate has averaged 1.6% over the past three years and 1.7% over the past five years. During the last five years, our burn rate has ranged between 1.3% and 2.0%. |
| • | We proactively manage affordability to prevent dilution. Since our initial public offering in 2001 (our “IPO”), we have successfully reduced our weighted average diluted shares by 28%.Over the last five years, our ratio of share repurchases to share issuances has resulted in a net impact of a reduction to our weighted average diluted shares of at least 2% per year. We expect to continue to reduce our weighted average diluted shares by approximately 2% per year. In addition, not only have we reduced our weighted average diluted shares, but we have also tightly managed who among our employees is granted equity. The vast majority of the equity awards are granted to our high performing senior executives, a population that by design has grown at a slower rate than the growth rate of our overall employee population. |
| • | We use equity compensation to align employee and shareholder interests. Equity compensation is a critical means of aligning the interests of our employees with those of our shareholders. Our employees, particularly our senior executives, whose equity is tied to Company and individual performance, are motivated under our current equity compensation plans to drive the business to maximize returns over the long-term. We believe this, in part, has resulted in the long-term value we have created for our shareholders, as evidenced by our total shareholder returns over the last three- and five-year periods, which in each case, has significantly outperformed our peers and the market. |
| • | We would avoid increasing the cash-based component of our compensation program to substitute for shares. If the amendment is not approved, in order to remain competitive, we would likely be compelled to alter our compensation program to increase the cash-based component, which we do not believe is appropriate for our business. Cash-based awards do not provide the same benefits as equity, such as retention and alignment with shareholder interest. In addition, if this proposal is not approved, and as a result we are compelled to increase the cash-based component of our compensation programs, we believe that the amount of free cash flow we will have available for other purposes, including to repurchase shares and return cash to shareholders as dividends, could be negatively affected. |
The Board recommends that our shareholders vote for the approval of the Amended 2010 SIP for the reasons discussed below.
| • | As a people-based business, equity is fundamental to our ability to attract, retain and motivate high-performers. |
| • | We Retain Our Leaders. The majority of our equity awards go to our senior executives, a group of approximately 4,900 employees with a very high retention rate, having an average of 15 years of |
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| Accenture experience. Outstanding unvested equity awards have been a fundamental part of our ability to sustain this rate of retention–the awards act as a significant barrier to solicitation of our executives. |
| • | We Must Be Able to Compete for Talent. Our success is dependent upon our ability to use market relevant compensation to attract, retain and motivate our people, who are responsible for delivering results. We cannot afford to lose our best people to competitors in our industry and other companies that may have more flexibility to offer competitive compensation arrangements, especially in the form of equity. |
| • | We proactively manage the overall affordability of our equity compensation programs to prevent dilution. |
| • | We Manage Dilution. We have taken a disciplined approach to managing dilution since our IPO in 2001. As shown below, we have repurchased an average of 52 million shares annually, which has resulted in a reduction of our weighted average diluted shares by 28%. Over the last five years, our ratio of share repurchases to share issuances has resulted in a net impact of a reduction to our weighted average diluted shares of at least 2% per year. With our disciplined approach to share repurchases, we expect to continue to reduce our weighted average diluted shares by approximately 2% per year. |
| • | We Are Responsible about Allocations of Equity Awards. Of our total employee population, approximately 20,000 (composed of senior executives and senior managers) are eligible for equity awards, and only those employees rated as high-performers (a fraction of this group) receive equity awards in any given year. |
| • | Burn Rate. Our average annual burn rate under the 2010 SIP and 2001 SIP was 1.6% over the past three years and 1.7% over the past five years. During the last five years, our burn rate has ranged between 1.3% and 2.0%. Over the past five years, we have grown our headcount by 38%. |
| • | Natural Hedge. Almost all of our equity awards are approved in terms of U.S. dollar denominated amounts; they are not driven by a set number of shares. Similarly, our share repurchase program is authorized and managed each year in terms of U.S. dollar denominated amounts, not a specific number of shares. As a result, the number of shares we issue through equity awards, and buy back through share repurchases, both vary with our share price, which provides a natural hedge. |
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| (1) | The 5-year burn rate is calculated as the total number of shares granted under the 2010 SIP and 2001 SIP as a percentage of the annual weighted average diluted shares. Grants were made under the 2001 SIP until February 4, 2010, when it was terminated in connection with shareholder approval of the 2010 SIP. All awards after that date have been granted under the 2010 SIP. |
| • | Equity compensation is a critical means of aligning the interests of employees with those of our shareholders. |
| • | We Drive Long-Term Value Creation. We believe our equity programs motivate our leaders to create long-term value for our shareholders. See the chart below for our total shareholder returns in recent years relative to our compensation peer group and the S&P500 Total Return Index. We believe that if this proposal is not approved and as a result, we lack a sufficient share reserve under the 2010 SIP to continue to motivate our leaders, our ability to continue to drive sustained profitable growth could be negatively affected. |
| (1) | This graph assumes that on August 31, 2007, $100 was invested with dividends reinvested on the last day of the month of the ex-date without payment of any commissions. Source: Bloomberg. Market cap weighted Compensation Peer Group, S&P500 Total Return Index. |
| • | We Award Equity Based on Performance. The majority of our equity awards under the 2010 SIP are performance-based and support our philosophy of meritocracy tied to Company and individual performance. For example, the most significant element of our named executive officers’ compensation opportunity is awards under our Key Executive Share Program, which |
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| vest depending on the Company’s cumulative operating income and total shareholder return performance over a three-year period. We believe these awards, which are tied to long-term results, motivate our leaders and align their interests with those of our shareholders. The annualized three-year comparison of our total shareholder return relative to our compensation peer group and the S&P 500 Total Return Index is provided below. |
| (1) | Annualized three-year Total Shareholder Return shown as of August 31, 2012. Source: Bloomberg. Market cap weighted Compensation Peer Group, S&P500 Total Return Index. |
| • | We Have Equity Ownership Requirements. We apply meaningful ownership requirements to our senior executives to ensure a significant ownership stake in Accenture. This owner-operator model further aligns the interest of our senior executives with those of our shareholders. |
Prohibition on Option and Share Appreciation Right Repricing
In addition to amending the 2010 SIP to include additional shares, we also propose to amend the 2010 SIP to expressly prohibit the repricing of any options and share appreciation rights that are currently outstanding or that may be granted in the future. We have not previously repriced any options that we have granted, and we have never previously granted any share appreciation rights. We believe that it is in the Company’s best interests that the terms of the 2010 SIP expressly prohibit repricing for existing or future option or share appreciation right awards.
Although we have historically awarded equity to our employees almost exclusively in the form of restricted share units (“RSUs”), particularly since 2005, the Board believes that retaining the flexibility to offer a variety of forms of equity compensation, including options, is appropriate to allow us to respond to changing tax, regulatory or other conditions in the countries in which we have employees. As of November 30, 2012, a total of 16,140 options have been awarded under the 2010 SIP to our employees, and no options have been awarded under the 2010 SIP to directors, director nominees, executive officers or any of their associates.
Currently Available Shares and Outstanding Awards under the 2010 SIP
As of December 1, 2012, 23,474,023 of our shares remained available for grants and 20,110,295 shares were subject to outstanding awards under the 2010 SIP. We granted awards covering approximately 12.6 million, 12.8 million, and 9.7 million shares in fiscal 2012, 2011 and 2010, respectively; however, in fiscal 2010, only 1.1 million of those awards granted were made under the 2010 SIP, while the remainder were made under the 2001 SIP.
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Anticipated Future Equity Awards under the 2010 SIP
Consistent with past practice, we expect to make awards of approximately 9.8 million shares between the date of this proxy statement and the Annual Meeting, the majority of which will be our annual performance awards made in January 2013 (including awards that will vest, if at all, based on the Company’s performance over a three-year period) of RSUs, including the awards to our named executive officers, as described under “Compensation of Executive Officers and Directors—Compensation Discussion and Analysis—Long-Term Equity Compensation” below. Also included in the estimated number of awards during that period until the Annual Meeting are the annual matching grant awards to the participants in the Voluntary Equity Investment Program, described under “Compensation of Executive Officers and Directors—Compensation Discussion and Analysis—Long-Term Equity Compensation” below, and potential grants to recognize eligible newly hired or promoted employees.
The Company is not currently contemplating any specific grants under the Amended 2010 SIP in the next year following the anticipated approval of the Amended 2010 SIP at the Annual Meeting, other than, at this time, we anticipate that if the Amended 2010 SIP is approved by our shareholders, the annual grants of RSUs to directors for fiscal 2013 (which are currently anticipated to be similar to the annual grants for fiscal 2012 described under “Compensation of Executive Officers and Directors—Director Compensation for Fiscal 2012—Elements of Director Compensation—Equity Compensation” below) would be made under the Amended 2010 SIP. We have sufficient authority to make these grants whether or not this proposal is approved by our shareholders.
Securities Authorized for Issuance under Equity Compensation Plans as of August 31, 2012
| Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights |
Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in 1st Column) |
||||||||||
| Equity compensation plans approved by shareholders: |
||||||||||||
| 2001 Share Incentive Plan |
22,260,137 | (1) | $ | 24.443 | — | |||||||
| 2010 Share Incentive Plan |
20,075,637 | (2) | 43.597 | 24,723,631 | ||||||||
| 2001 Employee Share Purchase Plan |
— | N/A | — | |||||||||
| 2010 Employee Share Purchase Plan |
— | N/A | 28,486,489 | |||||||||
| Equity compensation plans not approved by shareholders |
— | N/A | — | |||||||||
|
|
|
|
|
|||||||||
| Total |
42,335,774 | 53,210,120 | ||||||||||
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| (1) | Consists of 5,821,461 stock options with a weighted average exercise price of $24.443 per share and 16,438,676 RSUs. As of August 31, 2012, the options were all were exercisable at prices below the market price of a share on that date ($61.60) and 5,706,865 had been outstanding for over 6 years. |
| (2) | Consists of 15,201 stock options with a weighted average exercise price of $43.597 per share and 20,060,436 RSUs. As of August 31, 2012, of the stock options were all exercisable at prices below the market price of a share on that date ($61.60). |
Information regarding equity ownership by our directors, executive officers and beneficial owners of more than five percent of any class of the Company’s voting securities is included in “Beneficial Ownership of Directors and Executive Officers” and “Beneficial Ownership of More Than Five Percent of Any Class of Voting Securities” below.
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Plan Summary
The principal features of the Amended 2010 SIP, as it is proposed to be amended, are summarized below. The summary is qualified in its entirety by reference to the full text of the Amended 2010 SIP. A copy of the Amended 2010 SIP is attached as Annex B to this proxy statement and is incorporated herein by reference. Definitions in this proposal no. 5 are applicable only within this section.
Description of the Accenture plc 2010 Share Incentive Plan, as Amended
Administration
The Amended 2010 SIP will be administered by the Compensation Committee of the Board (the “Committee”), which may delegate its duties and powers in whole or in part to any subcommittee consisting solely of at least two individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act (or any successor rule thereto) and “independent directors” within the meaning of the NYSE listed company rules. Additionally, the Committee may delegate the authority to grant awards under the Amended 2010 SIP to any employee or group of employees of Accenture plc, provided that such delegation and grants are consistent with applicable law and guidelines established by the Board from time to time. The Committee is authorized to interpret the Amended 2010 SIP and to establish, amend and rescind any rules and regulations relating to it, and to make any other determinations that it deems necessary or desirable for the administration of the Amended 2010 SIP. The Committee has the authority to establish the terms and conditions of any award under the Amended 2010 SIP consistent with the provisions of the Amended 2010 SIP and to waive any terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions).
Eligibility
The Committee may grant awards under the Amended 2010 SIP only to employees, directors or other service providers of the Company or its affiliates who are selected by the Committee to participate in the Amended 2010 SIP (“participants”). Awards may also, in the discretion of the Committee, be made under the Amended 2010 SIP in assumption of, or in substitution for, outstanding awards previously granted by Accenture plc. The number of shares underlying any substitute awards will be counted against the aggregate number of shares available for awards under the Amended 2010 SIP.
As of November 30, 2012, approximately 20,000 employees, including all of our executive officers, would be eligible to participate in the programs approved under the Amended 2010 SIP. In addition, a small number of other service providers that we may engage from time-to-time and the members of the Board would be eligible to participate in the Amended 2010 SIP. The closing price of Accenture plc Class A ordinary shares as reported on the New York Stock Exchange was $67.92 on November 30, 2012.
Shares Subject to the Amended 2010 SIP
The total number of Accenture plc Class A ordinary shares that may be used to satisfy awards under the Amended 2010 SIP (inclusive of awards previously granted and settled under the 2010 SIP) is 74 million. These shares may consist, in whole or in part, of unissued shares or previously-issued shares. The issuance or transfer of shares or the payment of cash to a participant upon the exercise or payment of an award will reduce the total number of shares available under the Amended 2010 SIP. Shares that are subject to awards that terminate, lapse or are cancelled may again be used to satisfy awards under the Amended 2010 SIP.
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Duration
Awards may be granted under the Amended 2010 SIP until December 10, 2019 (the tenth anniversary of the date the existing 2010 SIP was initially approved by the Board), but awards granted before that date may extend beyond that date.
Terms and Conditions of Options
Options granted under the Amended 2010 SIP will be, as determined by the Committee, non-qualified stock options or incentive stock options (“ISOs”), as described in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes (or other types of options in jurisdictions outside the United States), as evidenced by the related award agreements. Options granted will be subject to the following terms and conditions and to such other terms and conditions as the Committee determines.
Exercise Price; Exercisability. Options granted under the Amended 2010 SIP will have a purchase price per share (“exercise price”) that is not less than the fair market value of a share on the date of grant and will be exercisable at such time and upon such terms and conditions as may be determined by the Committee. The expiration date for options granted under the Amended 2010 SIP will be determined by the Committee upon option grant and set forth in the grant agreements governing the options. Under the Amended 2010 SIP, “fair market value” is generally defined as the average of the high and low trading price on the New York Stock Exchange on the applicable date.
Exercise of Options. Except as otherwise provided in the Amended 2010 SIP or in an award agreement, an option may be exercised for all, or from time to time any part, of the shares for which it is then exercisable. The exercise date of an option will be the later of the date a notice of exercise is received by Accenture plc and, if applicable, the date payment is received by Accenture plc. Except as otherwise provided in an award agreement, the purchase price for the shares as to which an option is exercised shall be paid in full no later than the time when the shares are delivered following the exercise of the option.
ISOs. The Committee may grant options under the Amended 2010 SIP that are intended to be ISOs. No ISO will have a per share exercise price of less than the fair market value of a share on the date granted or have a term in excess of ten years. However, no ISO may be granted to any participant who, at the time of such grant, owns more than 10% of the total combined voting power of all classes of shares of Accenture plc, unless:
| • | the exercise price for the ISO is at least 110% of the fair market value of a share on the date the ISO is granted and |
| • | the date on which the ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. |
All options granted under the Amended 2010 SIP are intended to be nonqualified stock options, unless the applicable award agreement expressly states that the option is intended to be an ISO. If an option is intended to be an ISO, and if for any reason the option (or portion thereof) does not qualify as an ISO, then, to the extent of the nonqualification, the option (or portion thereof) will be regarded as a nonqualified stock option granted under the Amended 2010 SIP, provided that the option (or portion thereof) otherwise complies with the Amended 2010 SIP’s requirements relating to nonqualified stock options.
Repricing. Once issued and outstanding under the Amended 2010 SIP, the exercise price of any option may not be reduced at any time during the term of such option.
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Terms and Conditions of Share Appreciation Rights
Grants. The Committee, in its sole discretion, also may grant a share appreciation right independent of an option or a share appreciation right in connection with an option, or a portion thereof. A share appreciation right granted in connection with an option:
| • | may be granted at the time the related option is granted or at any time prior to the exercise or cancellation of the related option, |
| • | will cover the same number of shares covered by an option (or such lesser number of shares as the Committee may determine), and |
| • | will be subject to the same terms and conditions as the option, except for any conditions on its exercisability or transferability as the Committee deems fit to impose, or any additional limitations as may be included in an award agreement. |
Terms. The exercise price per share of a share appreciation right will be an amount determined by the Committee that is not less than the fair market value of a share on the date of grant. The expiration date for share appreciation rights granted under the Amended 2010 SIP will be determined by the Committee upon granting of a share appreciation right and set forth in a grant agreement governing the share appreciation rights. Each share appreciation right granted independent of an option will entitle a participant upon exercise to a payment from Accenture plc of an amount equal to:
| • | the excess of the fair market value on the exercise date of one share over the exercise price per share, times |
| • | the number of shares covered by the share appreciation right. |
Each share appreciation right granted in conjunction with an option, or a portion thereof, will entitle a participant to surrender to Accenture plc the unexercised option, or any portion thereof, and to receive from Accenture plc in exchange an amount equal to:
| • | the excess of the fair market value on the exercise date of one share over the exercise price per share, times |
| • | the number of shares covered by the option, or portion thereof, which is surrendered. |
The date a notice of exercise is received by Accenture plc will be the exercise date. Payment will be made in shares or in cash, or partly in shares and partly in cash, all as determined by the Committee. If the payment is made, in whole or in part, in newly issued shares, the participant will agree to pay to Accenture plc the aggregate par value of such shares. Share appreciation rights may be exercised from time to time upon actual receipt by Accenture plc of written notice of exercise stating the number of shares with respect to which the share appreciation right is being exercised.
Repricing. Once issued and outstanding under the Amended 2010 SIP, the exercise price of any share appreciation right may not be reduced at any time during the term of such share appreciation right.
Other Share-Based Awards
The Committee, in its sole discretion, may grant awards of shares, awards of restricted shares, awards of RSUs representing the right to receive a share and other awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, shares (“other share-based awards”). These other share-based awards will be in such form, and dependent on such conditions, as the Committee determines. This includes, without limitation, the right to receive one or more shares (or the equivalent cash value of such shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other share-based awards may be granted
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alone or in addition to any other awards granted under the Amended 2010 SIP. Subject to the provisions of the Amended 2010 SIP, the Committee will determine:
| • | to whom and when other share-based awards will be made, |
| • | the number of shares to be awarded under (or otherwise related to) these other share-based awards, |
| • | whether these other share-based awards will be settled in cash, shares or a combination of cash and shares, and |
| • | all other terms and conditions of the other share-based awards (including, without limitation, their vesting provisions, any required payments to be received from participants and other provisions ensuring that all shares so awarded and issued be fully paid and non-assessable). |
Adjustments Upon Certain Events
Generally. In the event of any change in the outstanding shares by reason of any share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of shares or other corporate exchange, or any distribution to shareholders of shares other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person will make such substitution or adjustment, if any, as it deems to be equitable, as to:
| • | the number or kind of shares or other securities issued or reserved for issuance pursuant to the Amended 2010 SIP or pursuant to outstanding awards, |
| • | the grant price or exercise price of any share appreciation right, and/or |
| • | any other affected terms of any award. |
Change in Control. In the event of a change in control (as defined below), the Committee may, in its sole discretion, provide for the termination of an award upon the consummation of the change in control and
| • | the payment of a cash amount in exchange for the cancellation of an award which, in the case of options and share appreciation rights, may equal the excess, if any, of the fair market value of the shares subject to such options or share appreciation rights over the aggregate exercise price of such options or share appreciation rights, and/or |
| • | the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted. |
The occurrence of any of the following events will constitute a “change in control”:
| • | any person (other than Accenture plc, any trustee or other fiduciary holding securities under an employee benefit plan of Accenture plc, or any company owned, directly or indirectly, by the shareholders of Accenture plc in substantially the same proportions as their ownership of shares of Accenture plc) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Accenture plc, representing 20% or more of the combined voting power of Accenture plc’s then-outstanding securities; |
| • | during any period of 24 consecutive months, individuals who at the beginning of that period constitute the Board, and any new director (other than a director nominated by any person (other than the Board) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a change in control) whose election by the Board or nomination for election by Accenture plc’s shareholders has been approved by a vote of at least two-thirds of the directors |
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| then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; |
| • | the consummation of any transaction or series of transactions resulting in a merger, consolidation or amalgamation, in which Accenture plc is involved, other than a merger, consolidation or amalgamation which would result in the shareholders of Accenture plc immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity), in the same proportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting securities of Accenture plc or such surviving entity outstanding immediately after such merger, consolidation or amalgamation; or |
| • | the complete liquidation of Accenture plc or the sale or disposition by Accenture plc of all or substantially all of Accenture plc’s assets. |
Restrictions on Transfer
Unless otherwise determined by the Committee, an award will not be transferable or assignable by the participant other than by will or by the laws of descent and distribution. An award exercisable after the death of a participant may be exercised by the legatees, personal representatives or distributees of the participant.
Amendments or Termination
The Board may amend, alter or discontinue the Amended 2010 SIP, but no amendment, alteration or discontinuation will be made which:
| • | without the approval of the shareholders of Accenture plc, would increase the total number of shares reserved for the purposes of the Amended 2010 SIP, or |
| • | without the consent of a participant, would materially adversely affect any of the rights of the participant under any award granted to the participant under the Amended 2010 SIP. |
However, the Committee may amend the Amended 2010 SIP in such manner as it deems necessary to permit awards to meet the requirements of the Code or other applicable laws.
Federal Income Tax Information
The following summary briefly describes current U.S. federal income tax consequences of rights under the Amended 2010 SIP. However, the summary is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the Amended 2010 SIP should consult their own professional tax advisors concerning tax aspects of rights under the Amended 2010 SIP and should be aware that tax laws may change at any time.
Stock Options
An employee to whom an ISO that qualifies under Section 422 of the Code is granted generally will not recognize income at the time of grant or exercise of such option (although special alternative minimum tax rules may apply to the employee upon option exercise). No federal income tax deduction will be allowable to Accenture plc upon the grant or exercise of such ISO.
When the employee sells shares acquired through the exercise of an ISO more than one year after the date of transfer of such shares and more than two years after the date of grant of such ISO, the employee will normally recognize a long-term capital gain or loss equal to the difference, if any, between the sale prices of such shares and the option price. If the employee does not hold such shares for this
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period, when the employee sells such shares, the employee will recognize ordinary compensation income and possibly capital gain or loss in such amounts as are prescribed by the Code and regulations thereunder, and Accenture plc will generally be entitled to a federal income tax deduction in the amount of such ordinary compensation income.
An employee to whom an option that is not an ISO (a “non-qualified option”) is granted will not recognize income at the time of grant of such option. When such employee exercises a non-qualified option, the employee will recognize ordinary compensation income equal to the excess, if any, of the fair market value as of the date of a non-qualified option exercise of the shares the employee receives, over the option exercise price. The tax basis of such shares will be equal to the exercise price paid plus the amount includable in the employee’s gross income, and the employee’s holding period for such shares will commence on the day after which the employee recognized taxable income in respect of such shares. Subject to applicable provisions of the Code and regulations thereunder, Accenture plc or one of its affiliates will generally be entitled to a federal income tax deduction in respect of the exercise of non-qualified options in an amount equal to the ordinary compensation income recognized by the employee. Any such compensation includable in the gross income of an employee in respect of a non-qualified option will be subject to appropriate federal, state, local and foreign income and employment taxes.
Restricted Shares
Unless an election is made by the participant under Section 83(b) of the Code, the grant of an award of restricted shares will have no immediate tax consequences to the participant. Generally, upon the lapse of restrictions (as determined by the applicable restricted share agreement between the participant and Accenture plc), a participant will recognize ordinary income in an amount equal to the product of (1) the fair market value of a share of Accenture plc on the date on which the restrictions lapse, less any amount paid with respect to the Award of restricted shares, multiplied by (2) the number of restricted shares with respect to which restrictions lapse on such date. The participant’s tax basis will be equal to the sum of the amount of ordinary income recognized upon the lapse of restrictions and any amount paid for such restricted shares. The participant’s holding period will commence on the date on which the restrictions lapse.
A participant may make an election under Section 83(b) of the Code within 30 days after the date of transfer of an Award of restricted shares to recognize ordinary income on the date of award based on the fair market value of ordinary shares of Accenture plc on such date. An employee making such an election will have a tax basis in the restricted shares equal to the sum of the amount the employee recognizes as ordinary income and any amount paid for such restricted shares, and the employee’s holding period for such restricted shares for tax purposes will commence on the date after such date.
With respect to restricted shares upon which restrictions have lapsed, when the employee sells such shares, the employee will recognize capital gain or loss consistent with the treatment of the sale of shares received upon the exercise of non-qualified options, as described above.
Restricted Share Units
A participant to whom a RSU is granted generally will not recognize income at the time of grant (although the participant may become subject to employment taxes when the right to receive shares becomes “vested” due to retirement eligibility or otherwise). Upon delivery of ordinary shares of Accenture plc in respect of an RSU, a participant will recognize ordinary income in an amount equal to the product of (1) the fair market value of a share of Accenture plc on the date on which the ordinary shares of Accenture plc are delivered, multiplied by (2) the number of ordinary shares of Accenture plc delivered.
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Other Share-based Awards
With respect to other share-based awards paid in cash or ordinary shares, participants will generally recognize income equal to the fair market value of the ordinary shares or the amount of cash paid on the date on which delivery of shares or payment in cash is made to the participant.
Code Section 409A
Section 409A of the Code generally provides rules that must be followed with respect to covered deferred compensation arrangements in order to avoid the imposition of an additional 20% tax (plus interest) upon the service provider who is entitled to receive the deferred compensation. Certain awards that may be granted under the Amended 2010 SIP may constitute “deferred compensation” within the meaning of and subject to Section 409A. While the Committee intends to administer and operate the Amended 2010 SIP and establish terms with respect to awards subject to Section 409A in a manner that will avoid the imposition of additional taxation under Section 409A upon a participant, there can be no assurance that additional taxation under Section 409A will be avoided in all cases. In the event Accenture plc is required to delay delivery of shares or any other payment under an award in order to avoid the imposition of an additional tax under Section 409A, Accenture plc will deliver such shares (or make such payment) on the first day that would not result in the participant incurring any tax liability under Section 409A.
Resolution
The text of the resolution in respect of proposal no. 5 is as follows:
“Approval be and is hereby given to the adoption by the Company of an amendment to the Accenture plc 2010 Share Incentive Plan to (1) increase the number of shares available for issuance under the 2010 SIP by 24 million shares and (2) expressly prohibit the repricing of any options and share appreciation rights issued under the 2010 SIP, in accordance with the marked provisions of a document entitled “Amended and Restated Accenture plc 2010 Share Incentive Plan” (the “Amended 2010 SIP”), which has been made available to shareholders prior to the meeting and that the directors be and are hereby authorized to take all such actions with reference to the Amended 2010 SIP as may be necessary to ensure the adoption and operation of the Amended 2010 SIP.”
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE ACCENTURE PLC 2010 SHARE INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE BY 24 MILLION SHARES AND TO EXPRESSLY PROHIBIT THE REPRICING OF OPTIONS AND SHARE APPRECIATION RIGHTS.
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PROPOSAL NO. 6—AUTHORIZATION TO HOLD THE 2014 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT A LOCATION OUTSIDE OF IRELAND
Under Irish law and in accordance with article 50 of Accenture plc’s articles of association, the shareholders of Accenture plc must authorize holding any annual general meeting of shareholders at a location outside of Ireland. The Board desires to hold the 2014 annual general meeting of shareholders in the United States, as has been our historical practice, and is therefore asking our shareholders to authorize holding the 2014 annual general meeting of shareholders at a location outside of Ireland.
The text of the resolution in respect of proposal no. 6 is as follows:
“That the annual general meeting of shareholders in 2014 may be held at such place outside Ireland as may be determined by the directors.”
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE AUTHORIZATION TO HOLD THE 2014 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT A LOCATION OUTSIDE OF IRELAND.
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PROPOSAL NO. 7—AUTHORIZATION OF ACCENTURE TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE PLC CLASS A ORDINARY SHARES
We have historically used open-market share purchases as a means of returning cash to shareholders and managing the size of our base of outstanding shares. These are longstanding objectives that management believes are important to continue. During fiscal 2012, we repurchased approximately 30 million of our ordinary shares in open-market purchases as part of our share buyback activities.
In this proposal, shareholders are being asked to authorize Accenture plc, or any of its subsidiaries, to make open-market purchases of Class A ordinary shares.
Under Irish law, this authorization cannot exceed 18 months. Accordingly, if adopted, the authority will expire on the close of business on August 6, 2014 unless re-approved at the Company’s annual general meeting of shareholders in 2014. We expect to continue to propose renewal of this authorization on a regular basis at our annual general meetings in subsequent years.
These purchases would be made only at price levels that the directors consider to be in the best interests of the shareholders generally, after taking into account the Company’s overall financial position. In addition, the price that may be paid for these shares shall not be less than 80% or more than 120% of the then closing market price of those shares on the NYSE the day preceding the day on which the relevant share is purchased. It should be noted that Accenture plc currently effects repurchases under our existing share repurchase program as redemptions pursuant to Article 5(b)(iv) of our articles of association. Whether or not this proposed resolution is passed, Accenture plc will retain its ability to effect repurchases as redemptions pursuant to its articles of association, although subsidiaries of Accenture plc will not be able to make open-market purchases of Class A ordinary shares.
In order for a subsidiary of Accenture plc to make open-market purchases of Accenture plc’s Class A ordinary shares, such shares must be purchased on a “recognized stock exchange” under Irish law. The NYSE, on which Accenture plc Class A ordinary shares are listed, is a recognized stock exchange for this purpose under Irish law.
The authority being sought from our shareholders provides that the maximum number of shares authorized to be purchased will be no greater than 59,625,176 Class A ordinary shares, which represents 9.3% of the Company’s issued Class A ordinary shares outstanding as of November 30, 2012.
The text of the resolution in respect of proposal no. 7 is as follows:
“The Company and any subsidiary of the Company are hereby generally authorized to make open-market purchases of Class A ordinary shares in the Company (“shares”) on such terms and conditions and in such manner as the board of directors of the Company may determine from time to time but subject to the following provisions:
(a) The maximum number of shares authorized to be acquired by the Company and any subsidiaries of the Company pursuant to this resolution shall not exceed 59,625,176 Class A ordinary shares of $0.0000225 each.
(b) The maximum price to be paid for any Class A ordinary share shall not be more than 120% of the closing price on the New York Stock Exchange for the Class A ordinary shares on the day preceding the day on which the relevant share is purchased by the Company or the relevant subsidiary of the Company.
(c) The minimum price to be paid for any Class A ordinary share shall not be less than 80% of the closing price on the New York Stock Exchange for the Class A ordinary shares on the day preceding the day on which the relevant share is purchased by the Company or the relevant subsidiary of the Company.
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(d) This general authority will be effective from the date of passing of this resolution.
(e) This general authority is to expire 18 months from the date of the passing of this resolution, unless previously varied, revoked or renewed by ordinary resolution in accordance with the provisions of section 215 of the Companies Act 1990. The Company or any such subsidiary may, before such expiry, enter into a contract for the purchase of shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired.”
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE AUTHORIZATION OF ACCENTURE TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE PLC CLASS A ORDINARY SHARES.
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PROPOSAL NO. 8—DETERMINATION OF THE PRICE RANGE AT WHICH ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY STOCK
Our historical open-market share repurchases and other share buyback activities result in shares of our ordinary shares being returned as treasury stock. Our executive compensation program, the 2010 Employee Share Purchase Program and our other compensation programs make use of treasury shares that we acquire through our various share buyback activities.
Under Irish law, our shareholders must authorize the price range at which Accenture plc may re-issue any shares held in treasury as new shares of Accenture plc. In this proposal, that price range is expressed as a percentage minimum and maximum of the closing market price on the day preceding the day on which the relevant share is re-issued. Irish law requires that this authorization be renewed by our shareholders every 18 months, and we therefore expect that it will continue to be proposed at subsequent annual general meetings.
The authority being sought from our shareholders provides that the minimum and maximum prices at which a treasury Class A ordinary share may be re-issued are 95% and 120%, respectively, of the closing market price of the Class A ordinary shares on the NYSE the day preceding the day on which the relevant share is re-issued, except as further described below. Any re-issuance of treasury shares will only be at price levels that the Board considers to be in the best interests of our shareholders.
Approval of this proposal requires the affirmative vote of at least 75% of the votes cast.
The text of the resolution in respect of proposal no. 8 is as follows:
“The re-issue price range at which any treasury Class A ordinary shares for the time being held by Accenture plc may be issued shall be as follows:
(a) The maximum price at which a treasury Class A ordinary share may be re-issued shall not be more than 120% of the closing price on the New York Stock Exchange for shares of that class on the day preceding the day on which the relevant share is re-issued by Accenture plc.
(b) The minimum price at which a treasury Class A ordinary share may be re-issued shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme or any option schemes operated by Accenture plc or, in all other cases, not less than 95% of the closing price on the New York Stock Exchange for shares of that class on the day preceding the day on which the relevant share is re-issued by Accenture plc.
(c) The re-issue price range as determined by paragraphs (a) and (b) shall expire 18 months from the date of the passing of this resolution, unless previously varied, revoked or renewed in accordance with the provisions of section 209 of the Companies Act 1990.”
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE DETERMINATION OF THE PRICE RANGE AT WHICH ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY STOCK.
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PROPOSAL NO. 9—SHAREHOLDER PROPOSAL: REPORT ON LOBBYING PRACTICES
Walden Asset Management, a division of Boston Trust & Investment Management Company, One Beacon Street, Boston, Massachusetts, 02108, the beneficial owner of 314,836 Accenture plc Class A ordinary shares, and other co-filers whose names, addresses and beneficial holdings are available upon request, have advised us that they intend to submit the following proposal at the meeting.
“Whereas, businesses, like individuals, have a recognized legal right to express opinions to legislators and regulators on public policy matters.
We believe it is important that Accenture’s lobbying positions, and processes to influence public policy, are transparent. Public opinion is skeptical of corporate influence on Congress and public policy and controversial lobbying activity may pose risks to our company’s reputation. We encourage full disclosure of Accenture’s policies, procedures and oversight mechanisms.
Accenture spent approximately $5.91 million in 2010 and 2011 on federal lobbying, according to Senate reports. But this figure may not include grassroots lobbying to influence legislation by mobilizing public support or opposition. Also, not all states require disclosure of lobbying expenditures. The reports also do not include contributions to tax-exempt organizations which engage in lobbying.
Resolved, the shareholders of Accenture plc (“Accenture”) request the Board authorize the preparation of a report, updated annually, and disclosing:
| 1. | Company policy and procedures governing the lobbying of legislators and regulators, including that done on our company’s behalf by trade associations. The disclosure should include both direct and indirect lobbying and grassroots lobbying communications. |
| 2. | A listing of payments (both direct and indirect, including payments to trade associations) used for direct lobbying as well as grassroots lobbying communications, including the amount of the payment and the recipient. |
| 3. | Membership in and payments to any tax-exempt organization that writes and endorses model legislation. |
| 4. | Description of the decision making process and oversight by the management and Board for |
| a. | direct and indirect lobbying contribution or expenditure; and |
| b. | payment for grassroots lobbying expenditure. |
For purposes of this proposal, a “grassroots lobbying communication” is communication directed to the general public that (a) refers to specific legislation, (b) reflects a view on the legislation and (c) encourages the recipient of the communication to take action with respect to the legislation.
Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.
The report shall be presented to the Audit Committee or other relevant Board oversight committees and posted on the company’s website.
Supporting Statement
As shareholders, we encourage transparency and accountability as corporate funds are used to influence legislation and regulation either directly and indirectly. Such disclosure is in shareholders’ best interests. Absent a system of accountability, company assets could be used for objectives contrary to Accenture’s long-term interests.
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For example, Accenture is a Board member of the US Chamber of Commerce, which campaigns vigorously against measures to stop climate change. However, on its website Accenture publicly affirms that reducing its own carbon footprint is an important corporate goal and proudly notes their leadership in carbon reduction. And as a global company Accenture provides consultant services to companies to improve their sustainability practices.
Accenture also admirably emphasizes the importance of building trust in business relations. Earning trust requires that words and deeds are consistent. Thus it is important to ensure Accenture’s statements and policies are not undercut by its trade associations.”
Company Response
The Board recommends that shareholders vote against this proposal. Accenture’s Board believes that the adoption of the shareholder proposal is unnecessary in light of Accenture’s current policies governing political contributions and lobbying. Collecting and publishing the additional information requested by this proposal would be unnecessarily burdensome on company resources, and would provide little, if any, new value to shareholders. We believe that our current disclosure, along with our processes described below, is appropriate and in the best interest of the Company and our shareholders.
Accenture’s Board recognizes that the Company’s engagement in the political process is an important issue for shareholders. From time to time, Accenture engages in discussions with various levels of government on public policy issues. When Accenture determines it is in the best interest of the Company, it works with governments to provide information and perspective that support its point of view. Accenture also encourages its employees to be active in civic and community activities, including participation in the political and democratic process. The Company discloses its lobbying activity and expenditures as required by law.
Transparency and accountability are embedded into Accenture’s public policy, political spending and lobbying actions. All political, lobbying and civic activity by the Company and its employees must comply with applicable law and Accenture’s Code of Business Ethics. Accenture has adopted a Political Contributions and Lobbying Policy, which is publicly posted on Accenture’s website at www.accenture.com under “About Accenture”—“Corporate Governance”—“Political Contributions and Lobbying Policy” and includes, among other things:
| • | the Company’s policies regarding lobbying activities and trade associations; |
| • | a link to Accenture’s quarterly federal lobbying reports; and |
| • | a description of the Board’s and management’s oversight over the Company’s political, advocacy and compliance activities. |
As noted in Accenture’s Political Contributions and Lobbying Policy, the Company’s Managing Director of Government Relations, General Counsel and Operating Group Chief Executives, where appropriate, oversee the Company’s political, advocacy and compliance activities. In addition, the Managing Director of Government Relations periodically updates the Audit Committee of the Board on the Company’s political and advocacy activities.
Accenture participates in trade associations for a variety of reasons, including networking, civic participation and monitoring of industry policies and trends. Company participation in trade associations, including membership on a trade association board, does not mean that the Company agrees with every position a trade association takes on an issue. In fact, from time to time Accenture’s corporate positions may differ from those of the trade association of which it is a member. While Accenture makes payments to these associations, including membership fees and dues, Accenture’s policy is to instruct U.S. trade
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associations not to use company funds for independent campaign expenditures or contributions to state and local ballot measures, non-candidate organizations (such as political convention host committees) or organizations organized under Section 527 of the Internal Revenue Code.
In summary, this proposal seeks to impose requirements that are not required by law and are not standard among other companies. Accenture already complies with existing regulations on disclosure and reporting of lobbying activity that are publicly available to our shareholders. Accenture believes that publishing the additional information requested by this proposal would result in an unnecessary and unproductive use of the Company’s resources, which would not be in the best interests of the Company or its shareholders. Furthermore, by mandating the disclosure of certain trade association dues, adoption of the proposed policy may require the disclosure of proprietary information, which could raise other potential competitive and business-related concerns.
THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS SHAREHOLDER PROPOSAL.
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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Compensation Discussion and Analysis
Introduction
The following discussion describes and analyzes the Company’s compensation program for its named executive officers. The Company’s named executive officers for fiscal 2012 are the chief executive officer, the chief financial officer and the three most highly compensated executive officers (other than the chief executive officer and chief financial officer), who were serving as executive officers at the end of fiscal 2012. The Company’s named executive officers also include one former executive officer who resigned from the Company effective March 1, 2012, and who is required under SEC rules to be included in our compensation disclosures.
The named executive officers for fiscal 2012 are: Pierre Nanterme, chief executive officer; Pamela J. Craig, chief financial officer; William D. Green, executive chairman (who announced that he will be retiring from the Board and the Company, effective February 1, 2013); Alexander M. van ’t Noordende, group chief executive—Management Consulting; Martin I. Cole, group chief executive—Technology (who assumed that role on March 1, 2012, and previously served as our group chief executive—Communications, Media & Technology); and Kevin M. Campbell (formerly our group chief executive—Technology until his resignation, which was effective on March 1, 2012). As consideration for certain restrictive covenants from Mr. Campbell upon his resignation (including non-competition and non-solicitation provisions and a general release), the Company entered into a separation agreement with Mr. Campbell. For more information, see “Potential Payments Upon Termination.” When we refer to compensation decisions or awards made for fiscal 2012, or compare compensation of our named executive officers against prior years, Mr. Campbell is not included, unless otherwise indicated.
Fiscal 2012 Compensation Overview and Summary
The compensation of the Company’s named executive officers is tied to both Company and individual performance.
Company Fiscal 2012 Performance
During fiscal 2012, the Company achieved strong results that exceeded or met the initial business outlook we provided during the September 27, 2011 earnings announcement. Specifically, in fiscal 2012, the Company delivered:
| • | New bookings of $32.2 billion, above the Company’s business outlook of $28 billion to $31 billion. New bookings included a negative 3% percent foreign-currency impact. |
| • | Net revenues of $27.9 billion, an increase of 11% in local currency and 9% in U.S. dollars, exceeding the Company’s business outlook of an increase of 7% to 10% in local currency. |
| • | Operating margin of 13.9%, an expansion of 30 basis points and at the high end of the Company’s business outlook of 13.7% to 13.9%. |
| • | Earnings per share of $3.84, an increase of 13% and within the Company’s business outlook of $3.80 to $3.88. |
| • | Free cash flow of $3.9 billion (which we provide to investors to give them additional insight in to the Company’s results of operations and is calculated as operating cash flow of $4.3 billion less property and equipment additions of $372 million), exceeding the Company’s business outlook range of free cash flow of $3.1 billion to $3.4 billion. |
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We continued to return a significant portion of our free cash flow to shareholders. In fiscal 2012, we returned a total of $3.05 billion to shareholders, reflecting $2.1 billion in share repurchases and $951 million in dividend payments made during the fiscal year. Our weighted average diluted shares decreased 2.1% compared to fiscal 2011. In addition, we increased our semi-annual dividend payment to shareholders that was paid in November 2012 to $0.81 per share (a 20% increase from the previous semi-annual dividend payment).
In fiscal 2012, we continued to implement a strategy focused on industry and technology differentiation, as well as geographic expansion. We combine our capabilities across management consulting, technology and business process outsourcing to provide differentiated, industry-based, end-to-end services. We continue to invest in strategic initiatives including analytics, cloud computing, insight-driven health, interactive/digital marketing, mobility and smart grid. Our geographic expansion strategy focuses on emerging and mature markets with significant growth potential for us. Our priority emerging markets are the ASEAN (Association of Southeast Asian Nations) countries, Brazil, China, India, Mexico, the Middle East, Russia, South Africa, South Korea and Turkey.
We also continued to evolve our global delivery model, which allows us to draw on the benefits of using people and other resources from around the world—including scalable, standardized processes, methods and tools; specialized management consulting, business process and technology skills; cost advantages; foreign-language fluency; proximity to clients; and time zone advantages—to deliver high-quality solutions. Emphasizing quality, productivity, reduced risk, speed to market and predictability, our global delivery model enables us to provide clients with competitive services and solutions.
Our Global Delivery Network continues to be a competitive differentiator for us, with more than 50 delivery centers around the world. As of August 31, 2012, we had approximately 162,000 people in our network globally, up from 141,000 at the end of fiscal 2011.
In addition, during the fiscal year, we continued to execute our human capital strategy to ensure we deploy our employees on a timely basis to fulfill the needs of our clients and ensure the future growth of Accenture. In fiscal 2012, we hired more than 60,000 new employees globally while maintaining employee utilization within our targeted range.
Further, in fiscal 2012, we continued to strengthen our corporate citizenship efforts. Most notably, we made further progress toward fulfilling our commitment to equip 250,000 people around the world by 2015 with skills to get a job or build a business.
Pay for Performance
Accenture’s compensation practices, including with respect to the named executive officers, are tied to Company and individual performance, which are evaluated based on three broad themes that we use to tie pay to performance for our named executive officers: driving growth by helping Accenture’s clients become high performance businesses—“Value Creator”; educating, energizing and inspiring Accenture’s people—“People Developer”; and running Accenture as a high performance business—“Business Operator”. As discussed more fully below, the Compensation Committee believes that total compensation for the Company’s named executive officers should be closely aligned with the Company’s performance and each individual’s performance (see “—Process For Determining Executive Compensation,” “—Role of Benchmarking” and “—Performance Objectives Used in Evaluations” below).
In determining the fiscal 2012 performance-based compensation paid to the Company’s named executive officers, the Compensation Committee determined that the performance of the executive chairman and the chief executive officer, along with the performance of the other named executive
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officers, contributed to the strong financial and other results discussed above. Based in part upon the analysis contained in a pay-for-performance report prepared for the Compensation Committee by its compensation consultant, Pay Governance (discussed in more detail in “—Role of Benchmarking” below), the Compensation Committee established performance-based compensation for fiscal 2012 and equity awards to be made in January 2013 for the named executive officers (see “—Process for Determining Executive Compensation” below). In the Compensation Committee’s view, the performance-based compensation paid for fiscal 2012 demonstrated a very strong linkage between realizable total direct compensation for our named executive officers and total shareholder return over the past three years (see “—Role of Benchmarking—Comparison of Realizable Total Direct Compensation” below). Accordingly, the Compensation Committee concluded that our named executive officers’ compensation is well aligned with the Company’s performance.
To tie pay to performance, the Company has used two short-term cash incentive programs: the annual bonus and the individual performance bonus, each of which rewards our named executive officers and other eligible employees for a combination of Company and individual performance over the fiscal year. In addition, the Company uses three long-term equity compensation programs: the Key Executive Performance Share Program; the Senior Officer Performance Equity Award Program; and, except in the case of the executive chairman and the chief executive officer, the Performance Equity Award Program, each of which also rewards for a combination of Company and individual performance. The Senior Officer Performance Equity Award Program and the Performance Equity Award Program are intended to reward executives for performance in the preceding fiscal year, while the Key Equity Performance Share program is intended to reward achievement of future performance. The target grant date fair value of the long-term equity awards made to Messrs. Green and Nanterme, and our other named executive officers taken as a whole, in fiscal 2012 constituted approximately 69%, 62%, and 48%, respectively, of their fiscal 2012 compensation. Our cash and long-term equity compensation programs are described under “—Cash Compensation” and “—Long-Term Equity Compensation” below.
The compensation of each of the named executive officers for fiscal 2012 is described below and in the “Summary Compensation Table.” When reviewing Mr. Green’s 2011 compensation in the “Summary Compensation Table” below and his equity grants in fiscal 2012 based on his fiscal 2011 performance, it is important to consider that during fiscal 2011 Mr. Green served as chairman and chief executive officer until January 1, 2011, before transitioning to the role of being solely our executive chairman. For information regarding the compensation of the other named executive officers for fiscal 2012, see “—Process for Determining Executive Compensation—Named Executive Officers Other Than the Executive Chairman and the Chief Executive Officer” and “Summary Compensation Table” below.
Say-on-Pay and Say-on-Frequency Vote
The Compensation Committee considered the result of the 2012 annual advisory, non-binding “say-on-pay” proposal in connection with the discharge of its responsibilities. Because a substantial majority (93.2%) of our shareholders approved the compensation programs described in our proxy statement for the 2012 annual general meeting of shareholders, the Compensation Committee determined not to implement any significant changes to our compensation programs in fiscal 2012 as a result of the shareholder advisory vote.
As the Dodd-Frank Wall Street Reform and Consumer Protection Act requires that votes on the frequency of shareholder votes on executive compensation be held at least once every six years, we currently expect the next shareholder vote on frequency to occur at the Company’s 2017 annual general meeting. Until that time, we expect to hold an advisory, non-binding “say-on-pay” vote on an annual basis.
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Objectives of the Compensation Program
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 program is designed to:
| • | attract, retain and motivate the best executives who are responsible for the success of Accenture; |
| • | align rewards with Accenture’s principle of meritocracy by rewarding high performance; |
| • | ensure that rewards are affordable to Accenture by aligning them to Accenture’s annual operating plan; |
| • | prevent the potential dilutive effect of our rewards; and |
| • | offer a compelling reward structure that provides executives with an incentive to continue to expand their contributions to Accenture. |
Process for Determining Executive Compensation
The Compensation Committee evaluates overall Company performance for a fiscal year by reviewing the results achieved against the performance objectives for the year (as discussed below under “—Performance Objectives Used in Evaluations”) and then determining whether the Company exceeded, met or partially met the objectives as a whole for the year. Within each of these three categories of achievement (“exceeds,” “meets” and “partially meets”), the Compensation Committee further determines whether the Company’s performance was in the low, medium or high range of performance within that category. The Compensation Committee, in consultation with Messrs. Green and Nanterme, determined that overall Company performance for fiscal 2012 “exceeded” the objectives for the year as a whole and was in between the “medium” and “high” ranges of the “exceeds” category (see chart below). Among other things, the Compensation Committee believed that this rating was appropriate due to the Company’s significant achievements with respect to new bookings, revenues, operating margin, free cash flow and earnings per share.
The Compensation Committee’s determination of the Company’s performance rating is then used as one of the key factors in setting the amounts of compensation that the named executive officers receive for each of the performance elements of compensation described below. In setting compensation, the Compensation Committee took into account as a key factor the individual performance ratings for the executive chairman and the chief executive officer it set together with the Nominating & Governance Committee and the lead director (who is a member of the Compensation Committee), as prescribed by the committees’ charters, and the individual performance ratings for the other named executive officers.
To determine the compensation of our executive chairman and our chief executive officer, following the completion of the fiscal year, the Compensation Committee, including the lead director, met with the Nominating & Governance Committee in October 2012 to review the individual performance of Messrs. Green and Nanterme in the context of the Company’s fiscal 2012 performance. After the determination of the performance ratings of Messrs. Green and Nanterme, the Compensation Committee
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reviewed with its compensation consultant, Pay Governance, the results of Pay Governance’s market trends report and the pay-for-performance report discussed below under “—Role of Benchmarking.” As part of this review, Pay Governance provided input to the Compensation Committee regarding the final 2012 bonus compensation for Messrs. Green and Nanterme. This input reflected the Company’s performance results for fiscal 2012; sustained performance results achieved over the past five years; external market references (including absolute and relative performance against peers); internal compensation references; and the respective leadership roles of Messrs. Green and Nanterme. With regard to Mr. Green and Mr. Nanterme, the Compensation Committee also took into account the results of their leadership and the impact that each has had on the Company’s fiscal 2012 performance. Messrs. Green and Nanterme were not involved in setting their own compensation, and neither was present during the Compensation Committee’s review of his own compensation. Mr. Green did, however, provide feedback to the Compensation Committee and the Nominating & Governance Committee on Mr. Nanterme’s fiscal 2012 performance.
The Compensation Committee also reviewed, discussed and approved the overall compensation for each of the named executive officers. As part of this process, the Compensation Committee considered the recommendations of Mr. Nanterme for the compensation packages of each of the named executive officers, other than himself and the executive chairman, which were based, in part, on the report prepared by Towers Watson for management. These compensation packages are the result of the evaluation and judgment of the Compensation Committee, rather than a precise formula.
Executive Chairman
At its meeting in October 2011, the Compensation Committee determined that, in connection with his continuing role as executive chairman, it was appropriate to maintain Mr. Green’s base compensation at $1,250,000. In addition, the equity awards granted to Mr. Green in January 2012 decreased by 25%, compared to the equity awards granted to him in January 2011, to reflect his transition from chairman and chief executive officer to solely being our executive chairman in fiscal 2011. Mr. Green’s cash bonus opportunity for fiscal 2012 and equity awards granted in January 2012, which were determined at the October 2011 Compensation Committee meeting, are reflected in the “Grants of Plan-Based Awards for Fiscal 2012” table below.
At the meeting in October 2012, the Nominating & Governance Committee, together with the Compensation Committee (which includes the lead director), set Mr. Green’s individual performance rating at the beginning of the “high” range in the “exceeds” category (see chart below).
As a result of its fiscal 2012 assessments and the input of its compensation consultant, the Compensation Committee approved the following compensation for Mr. Green:
| • | annualized base compensation of $1,250,000, through the date of Mr. Green’s retirement on February 1, 2013, consistent with his base compensation for the 2012 compensation year; |
| • | fiscal 2012 cash bonuses totaling $2,775,000, an increase of 2% compared with fiscal 2011; and |
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| • | an equity award with a grant date fair value of approximately $2,870,000 to be made in January 2013. This equity award represents a decrease of 69% compared with the target grant date fair value of the equity awards made to Mr. Green in January 2012. This decrease in equity compensation reflects Mr. Green’s decision to retire from the Board and the Company, effective February 1, 2013, as well as his strong performance in fiscal 2012. In light of Mr. Green’s planned retirement, the Compensation Committee determined not to grant Mr. Green an equity award under the Key Executive Performance Share Program, which would have vested, if at all, based on the three-year Company performance following the completion of fiscal 2015. In addition, in connection with Mr. Green’s expected retirement, the Board determined to waive the remaining service-based vesting conditions for that portion of Mr. Green’s outstanding awards that is not otherwise scheduled to vest on or prior to his retirement. See “Potential Payments Upon Termination” for additional information. |
Chief Executive Officer
At the same meeting in October 2011, the Compensation Committee determined that, in connection with his continuing role as chief executive officer, Mr. Nanterme’s base compensation should be maintained at €865,476. Mr. Nanterme’s cash bonus opportunity for fiscal 2012 and equity awards granted in January 2012, which were also determined at the October 2011 Compensation Committee meeting, are reflected in the “Grants of Plan-Based Awards for Fiscal 2012” table below.
At the meeting in October 2012, the Nominating & Governance Committee, together with the Compensation Committee (which includes the lead director), set Mr. Nanterme’s individual performance rating in between the “medium” and “high” ranges of the “exceeds” category (see chart below).
As a result of its fiscal 2012 assessments and the input of its compensation consultant, the Compensation Committee approved the following compensation for Mr. Nanterme:
| • | base compensation of €865,476, to be paid in Euros for the compensation year beginning on December 1, 2012, consistent with his base compensation for the 2012 compensation year; |
| • | fiscal 2012 cash bonuses totaling €2,752,214, to be paid in Euros, an increase of 8% compared with fiscal 2011; and |
| • | equity awards with a target grant date fair value of approximately $9,750,000 to be made in January 2013. These equity awards represent an increase of 29% compared with the target grant date fair value of the equity awards made to Mr. Nanterme in January 2012, continuing to reflect the measured and phased approach adopted by the Compensation Committee to bring Mr. Nanterme’s compensation in line with market relevant pay. Of that amount, the Key Executive Performance Share Program target grant date fair value of $9,000,000 will vest, if at all, based on the three-year Company performance following the completion of fiscal 2015, and the remainder will vest on a time-based schedule under the Senior Officer Performance Equity Award Program, each as described below under “—Long-Term Equity Compensation.” |
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Named Executive Officers Other Than the Executive Chairman and the Chief Executive Officer
In determining the fiscal 2012 compensation of the named executive officers, other than the executive chairman and the chief executive officer, the chief executive officer 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, the chief executive officer considered the following four factors: (1) Company performance, including objective and subjective measures; (2) each officer’s individual contribution and demonstrated leadership; (3) internal comparisons across the global management committee; and (4) external market references. Individual contribution and leadership of each named executive officer were measured against a set of approximately 20 performance “objectives,” some of which were Company-based performance objectives. As described below in “—Performance Objectives Used in Evaluations,” these financial, operational and qualitative objectives fell under three themes: driving growth by helping Accenture’s clients become high performance businesses—“Value Creator”; educating, energizing and inspiring Accenture’s people—“People Developer”; and running Accenture as a high performance business—“Business Operator.” 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.
The chief executive officer discussed with the Compensation Committee the levels of responsibility and performance of each of the named executive officers, other than himself and the executive chairman. For the other named executive officers, to the extent applicable, the chief executive officer also discussed with the Compensation Committee the financial results of the businesses for which they were responsible. In developing his recommendations to the Compensation Committee for the compensation of such named executive officers, the chief executive officer used a report prepared by Towers Watson for management. The Towers Watson report included information on market-comparable compensation based on a benchmarking approach developed by Towers Watson and Pay Governance. Before making the final compensation decisions for the year, the Compensation Committee shared and reviewed with Pay Governance both the recommendations of the chief executive officer and the Towers Watson report prepared for management.
Based upon Mr. Nanterme’s recommendations, the Compensation Committee’s assessment of each of the other named executive officers’ fiscal 2012 performance and their upcoming responsibilities, and the other considerations described in this Compensation Discussion and Analysis, the Compensation Committee approved the following compensation taken as a whole for the persons included in this proxy statement as named executive officers other than Messrs. Green, Nanterme and Campbell:
| • | Base compensation for the 2013 compensation year consistent with their respective base compensation for the 2012 compensation year. |
| • | Equity awards to be made in January 2013, including awards based on their individual performance in fiscal 2012, with a total target grant date fair value, taken as a whole, reflecting an increase of 7% compared to the awards made in fiscal 2012. This increase reflects the increase in the Company’s overall funding of the Performance Equity Award Program described under “—Long-Term Equity Compensation—Performance Equity Award Program” below and the increase in responsibilities of one of these individuals. |
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The percentage changes referenced above reflect year-over-year changes in the compensation of the named executive officers included in this proxy statement (they do not reflect changes to the compensation of this year’s named executive officers against the named executive officers included in last year’s proxy statement).
Cash Compensation
Accenture’s cash compensation has three components: base compensation, the annual bonus and the individual performance bonus.
Base Compensation
Base compensation provides a fixed level of compensation to a named executive officer each year and reflects the named executive officer’s leadership role, as opposed to individual performance. Each of the named executive officers, other than Messrs. Green and Nanterme, fell into one of the top two numbered levels of responsibility within the Company for fiscal 2012, and his or her level was determined objectively based on an evaluation of then current responsibilities. Base compensation is the same for all named executive officers at a given level of responsibility within each country. Base compensation at the same level of responsibilities varies for named executive officers across countries based on relative market compensation. Increases to base compensation, if any, generally take effect at the beginning of the compensation year, which begins on December 1 of each year. The base compensation of Messrs. Green and Nanterme is not set on the basis of the level of responsibility system (see “—Process for Determining Executive Compensation—Executive Chairman” and “—Process for Determining Executive Compensation—Chief Executive Officer” above).
Annual Bonus
The annual bonus plan is a Company-wide program for which all Accenture executives (approximately 43,000 employees as of November 30, 2012) are generally eligible. The program is designed so that a portion of these employees’ pay is aligned with Company results. Funds are accrued during the fiscal year based on Company financial performance, compared to the earnings and profitability targets for the year. Final overall funding decisions are made at the end of the fiscal year based upon the Company’s performance against these targets and are subject to approval by the Compensation Committee. Once the program’s Company-wide funding for the year is finalized, individual payout is determined based on each eligible employee’s career level within the Company and individual performance rating and is paid in December. The program is designed to give higher bonuses to top performers and to provide higher incentives as employees advance through our career levels. This bonus program is primarily designed to reward employees (including our named executive officers) based on overall Company results, and the exact payout received by each individual varies depending upon individual performance and career level.
Each of the named executive officers is assigned an annual target award level that is a percentage of his or her base compensation based on his or her level of responsibility. For Mr. Green, this percentage ranged from zero to 60% in fiscal 2012. For Mr. Nanterme, this percentage ranged from zero to 88%. For the other named executive officers, this percentage ranged from zero to 30%. Because Mr. Campbell resigned effective March 1, 2012, he was not eligible for a payout under this program. Other than for the executive chairman and the chief executive officer, the target percentages for each level of responsibility have been constant for the three years reflected in the “Summary Compensation Table” below and were designed as part of executives’ total compensation opportunity, as discussed under “—Role of Benchmarking” below. A named executive officer may earn more or less than his or her target award
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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 Company met or exceeded its business outlook for fiscal 2012 for new bookings, net revenue growth, operating margin, earnings per share and free cash flow. The Compensation Committee took these results into consideration in approving an overall funding percentage for the annual bonus moderately above the overall target level. This funding percentage applied to all eligible Accenture executives, including the named executive officers, based on their individual performance and career level.
Individual Performance Bonus
The individual performance bonus is offered to all of our named executive officers as well as to approximately 2,500 of the top senior executives globally. Unlike the annual bonus, for which the primary determinant of the award size is Company performance, the primary determinant of the individual performance bonus is the individual’s overall contribution to the Company based on his or her career level. This program is designed to distinguish and recognize top performers among our senior executives at different levels of responsibility. Each named executive officer is eligible to receive an individual performance bonus that is a percentage of base compensation determined based on his or her respective level of responsibility. For Mr. Green, this percentage ranged from zero to 162%. For Mr. Nanterme, this percentage ranged from zero to 240%. For Ms. Craig, this percentage ranged from zero to 160%, and for Messrs. Cole and van ’t Noordende, this percentage ranged from zero to 115%. Because Mr. Campbell resigned effective March 1, 2012, he was not eligible for a payout under this program. Other than with respect to the executive chairman and the chief executive officer, these ranges have been constant for each level of responsibility since the individual performance bonus program was first implemented in fiscal 2008. The individual performance bonus program year aligns with Accenture’s fiscal year. Payment is determined based on the individual’s annual performance rating. See “—Performance Objectives Used in Evaluations” below.
Fiscal 2012 Cash Compensation Determinations
The Compensation Committee determined the total cash bonus compensation to be awarded to the named executive officers as part of its decision on the overall compensation for each of these officers as discussed under “—Process for Determining Executive Compensation” above. For the value of cash compensation amounts paid to our named executive officers during fiscal 2012 (for base compensation) or with respect to their fiscal 2012 performance (for non-equity incentive plan compensation), see the “Summary Compensation Table” below.
The total cash compensation for Messrs. Green and Nanterme is discussed above under “—Process for Determining Executive Compensation—Executive Chairman” and “ —Process for Determining Executive Compensation—Chief Executive Officer.” Total cash compensation for the other named executive officers, taken as a whole, decreased 1% for fiscal 2012 as compared to the cash compensation for our other named executive officers, taken as a whole, for fiscal 2011, but in each fiscal year, excluding Mr. Campbell, who resigned during fiscal 2012. The decrease for fiscal 2012 over fiscal 2011 was primarily due to the changes to the composition of the named executive officers year over year.
Fiscal 2013 Cash Compensation
We have simplified the structure of our cash bonus programs that will apply to all of our named executive officers going forward. Beginning in fiscal 2013, we will have one bonus program, the “global annual bonus,” with awards to be determined based on the eligible employee’s individual performance as well as the Company’s overall performance.
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Long-Term Equity Compensation
Our long-term equity compensation aligns the interests of our executives with those of our shareholders. The Company intends for long-term equity compensation to constitute a significant component of the compensation opportunity for the named executive officers. The Company offers all of its equity grants in the form of RSUs, which are subject to performance and/or time vesting requirements. In fiscal 2012, the Company’s executive compensation included three separate programs.
| Program | Eligible Employees | Objective | ||
| Key Executive Performance Share Program | Named executive officers and select members of the 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 three-year period. | ||
| Senior Officer Performance Equity Award Program | Named executive officers and select members of the global management committee | Reward individual performance, encourage retention, align the interests of senior executives with our shareholders and provide high performers an annual performance award based on individual performance and position relative to market. | ||
| Performance Equity Award Program | All senior executives, other than Messrs. Green and Nanterme | Recognize and reward high performers based on their individual performance and the Company’s performance, in each case, during the prior fiscal year. |
The Company also offers all senior executives, including our named executive officers, the opportunity to participate in our Voluntary Equity Investment Program. As described below, this program further encourages share ownership among senior executives through monthly purchases with a 50% matching grant opportunity if all of the terms and conditions of this program are satisfied.
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. Of these programs available to our named executive officers, the Key Executive Performance Share Program is the most significant element of their compensation over time and is also the most closely tied to the Company’s performance over time.
For additional information on the terms of each of these programs and the named executive officers who received awards under them during fiscal 2012, see “Grants of Plan-Based Awards for Fiscal 2012” and “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” below. As required by SEC rules, the equity compensation amounts included in the “Summary Compensation Table” for fiscal 2012 and the “Grants of Plan-Based Awards for Fiscal 2012” table below reflect the grant date fair value of equity awards made during fiscal 2012. Equity awards with respect to fiscal 2012 performance and the fiscal 2013 Key Executive Performance Share Program grants have been
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approved and will be awarded in January 2013 in accordance with the Company’s standard practice, but are not reflected in the “Summary Compensation Table” or the “Grants of Plan-Based Awards for Fiscal 2012” table below. See, however, the following information and the information under “—Process for Determining Executive Compensation” above.
The equity awards granted or to be granted to Mr. Green in fiscal 2011, 2012 and 2013, which includes the period of time during which Mr. Green transitioned to the role of solely being executive chairman, are summarized as follows:
Mr. Green
| Target Grant Date Fair Value | ||||||||||||
| Fiscal 2011 | Fiscal 2012 | Fiscal 2013 | ||||||||||
| Key Executive Performance Share Program |
$ | 6,625,000 | $ | 5,025,000 | — | |||||||
| Senior Officer Performance Equity Award Program |
$ | 5,500,000 | $ | 4,100,000 | $ | 2,870,000 | ||||||
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| Total |
$ | 12,125,000 | $ | 9,125,000 | $ | 2,870,000 | ||||||
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|
|
|||||||
| Percent change from prior year |
-25 | % | -69 | % | ||||||||
As stated above, the Key Executive Performance Share Program is intended to reward achievement of future performance over a three-year period, while the Senior Officer Performance Equity Award Program is intended to reward executives for performance in the preceding fiscal year. In anticipation of Mr. Green’s planned retirement on February 1, 2013, the Compensation Committee determined not to grant Mr. Green an award in fiscal 2013 under the Key Executive Performance Share Program. The grant date for the awards listed above for fiscal 2013 is January 1, 2013.
The equity awards granted or to be granted to Mr. Nanterme in fiscal 2011, 2012 and 2013, which includes the period of time during which Mr. Nanterme transitioned into the role of chief executive officer, are summarized as follows:
Mr. Nanterme
| Target Grant Date Fair Value | ||||||||||||
| Fiscal 2011 | Fiscal 2012 | Fiscal 2013 | ||||||||||
| Key Executive Performance Share Program |
$ | 3,000,000 | $ | 6,830,000 | $ | 9,000,000 | ||||||
| Senior Officer Performance Equity Award Program |
$ | 2,000,000 | $ | 750,000 | $ | 750,000 | ||||||
| Performance Equity Award Program |
$ | 225,000 | — | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 5,225,000 | $ | 7,580,000 | $ | 9,750,000 | ||||||
|
|
|
|
|
|
|
|||||||
| Percent change from prior year |
+45 | % | +29 | % | ||||||||
As stated above, the Key Executive Performance Share Program is intended to reward achievement of future performance over a three-year period, while both the Senior Officer Performance Equity Award Program and the Performance Equity Award Program are intended to reward executives for performance in the preceding fiscal year. As chief executive officer, Mr. Nanterme no longer receives awards under the Performance Equity Award Program. The changes to Mr. Nanterme’s equity awards in fiscal 2012 and fiscal 2013 reflect his transition to the role of chief executive officer and the measured and phased approach adopted by the Compensation Committee to bring Mr. Nanterme’s compensation in line with market relevant pay. The grant date for the awards listed above for fiscal 2013 is January 1, 2013.
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For the other named executive officers taken as a whole, the total target grant date fair value of equity compensation to be awarded in January 2013 will increase 7% compared with the awards made a year earlier for the reasons discussed under “—Process for Determining Executive Compensation—Named Executive Officers Other Than the Executive Chairman and the Chief Executive Officer” above.
Mr. Nanterme recommended to the Compensation Committee the total equity (under the Key Executive Performance Share Program, the Senior Officer Performance Equity Award Program and the Performance Equity Award Program) to be awarded to each of the other named executive officers, other than Mr. Green, in January 2013 as part of their overall compensation recommendations. The recommendations of Mr. Nanterme were based, in part, on (1) Company and individual performance (or, in the case of the Key Executive Performance Share Program award, the individual’s scope of responsibility for fiscal 2013), each as described below under “—Performance Objectives Used in Evaluations,” and (2) market survey data. The market survey data was prepared by Towers Watson for management and was based on a benchmarking approach developed by Towers Watson and Pay Governance. The recommendations of Mr. Nanterme, including the survey information from Towers Watson, were discussed by the Compensation Committee with Pay Governance. The Compensation Committee then made a final decision on the amount of equity to be awarded to these officers.
Key Executive Performance Share Program
The Key Executive Performance Share Program is the primary program under which the Compensation Committee grants RSUs to the named executive officers and select members of the global management committee and is intended to be the most significant single element of our named executive officers’ compensation over time. The program rewards these individuals for driving the Company’s business to meet performance objectives related to two metrics: operating income results and relative total shareholder return, in each case, over a three-year period following the grant. For grants made in fiscal 2012, the Company continued its approach of weighting operating income results more heavily than total shareholder return (see the specific performance vesting criteria discussed in “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” below). This approach recognizes that operating income more accurately reflects the Company’s performance against its objectives. Vesting of grants under the program depends on Accenture’s cumulative performance against these metrics over a three-year period. The Company believes this is important because it aligns a significant portion of the named executive officers’ realizable total direct compensation against performance over an extended period. For example, a period of poor performance against the Company’s operating income or total shareholder return targets could affect the ultimate vesting percentage for several years of RSU grants made to the named executive officers under this program.
Of the total grant date fair value of the equity grants to be made in January 2013, 92% of the equity granted to Mr. Nanterme and 53% of the equity granted to the named executive officers other than Messrs. Green and Nanterme will be awarded under the Key Executive Performance Share Program. These awards will vest at the target level only if the Company achieves in each fiscal year 100% of the annual operating income plans approved by the Board early in each fiscal year and only if the Company achieves the 60th percentile on cumulative total shareholder return relative to a peer group of companies. We believe linking compensation to long-term Company performance encourages prudent risk management and discourages excessive risk taking for short-term gain. As a result of Company performance over the three-year period from fiscal 2010 through fiscal 2012, the 2010 Key Executive Performance Share Program awards vested at 115.7% of target levels (77.2% of maximum award levels) (see “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table—Key Executive Performance Share Program” below).
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Senior Officer Performance Equity Award Program
The Senior Officer Performance Equity Award Program provides an annual award of RSUs in recognition of prior-year performance to the named executive officers and high-performing members of the global management committee. Awards are recommended by the chief executive officer to the Compensation Committee, other than for himself and the executive chairman. This program rewards individual performance, encourages retention, aligns the interests of our named executive officers with our shareholders and provides high performers an annual performance award based on individual performance and position relative to market. The program furthers the Company’s goals of compensating the named executive officers at levels comparable with those of the Company’s peer companies and maintaining a significant equity component in the named executive officers’ compensation.
Performance Equity Award Program
The Performance Equity Award Program, for which all Accenture senior executives (approximately 4,900 employees as of November 30, 2012) are eligible, is designed to recognize and reward high-performing senior executives for their performance in the most recently completed fiscal year and is funded based on overall Company performance. High-performing senior executives receive equity grants in the form of RSUs based on their annual performance rating. Each of the named executive officers, except Messrs. Green and Nanterme, is eligible for grants under this program based on his or her annual performance rating for fiscal 2012. The number of RSUs granted to senior executives under this program may also be adjusted based on Company performance. Based on Company performance for fiscal 2011, awards made in January 2012 were set at 90% of the maximum value. To reflect the Company’s strong performance in fiscal 2012, this percentage was set at 100% of maximum value for the awards to be made in January 2013.
Voluntary Equity Investment Program
The Voluntary Equity Investment Program is a matching program that further encourages share ownership among all Accenture senior executives, who may designate up to 30% of their cash compensation to make monthly purchases of Accenture plc Class A ordinary shares. Total contributions from all participating senior executives under this program are limited to an amount that is not more than 15% of the total amount expended for cash compensation for senior executives. Following the end of the program year, participants who continue to be employed are awarded a 50% matching RSU grant that vests two years later, which enables senior executives to receive one RSU for every two shares they purchased during the year, provided they do not sell or transfer the purchased shares prior to the matching grant date.
Fiscal 2012 Other Compensation
Consistent with the Company’s compensation philosophy, the Company provides only limited personal benefits to the named executive officers. These include premiums paid on life insurance policies and tax-return preparation services. Additional discussion of the personal benefits and other compensation provided to the named executive officers in fiscal 2012 is included in the “Summary Compensation Table” below.
Role of Benchmarking
To support the Compensation Committee, Pay Governance performs extensive analyses focusing on executive compensation trends, compensation opportunity, total realizable pay, the difficulty of achieving incentive plan goals and pay-for-performance alignment.
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Additionally, each year the Compensation Committee reviews and approves a peer group for use in conducting competitive market analyses of compensation for the named executive officers, other than the executive chairman. We do not believe many companies compete directly with us in all lines of our business. However, with the assistance of Pay Governance, the Compensation Committee identified 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. This group of companies is different from, and broader than, the peer group companies used for the five-year comparison of cumulative total return the Company presents in its annual report to shareholders. The Compensation Committee believes this grouping provides a meaningful gauge of current pay practices and levels as well as overall compensation trends among companies engaged in the different aspects of the Company’s business. The peer group companies for fiscal 2012 were the same as those used with respect to fiscal 2010 and 2011.
Following are the peer group companies used in assessing compensation for fiscal 2012:
| • | Automatic Data Processing, Inc. |
| • | Cisco Systems, Inc. |
| • | Computer Sciences Corporation |
| • | EMC Corporation |
| • | Hewlett-Packard Company |
| • | International Business Machines Corporation |
| • | Lockheed Martin Corporation |
| • | Marsh & McLennan Companies, Inc. |
| • | Microsoft Corporation |
| • | Oracle Corporation |
| • | SAIC, Inc. |
| • | Xerox Corporation |
In addition, for purposes of assessing the compensation of our executive chairman, the Compensation Committee reviewed data for companies that have an executive chairman separate from their chief executive officer and that also have revenue or market capitalization of over $10 billion. The Compensation Committee reviewed this data even though the roles of these executive chairmen were considered to be significantly different than that of Mr. Green. The following companies identified with the assistance of Pay Governance, which were the same as those used with respect to fiscal 2011, were included in this review:
| • | Bed Bath & Beyond Inc. |
| • | CBS Corporation |
| • | Costco Wholesale Corporation |
| • | The Éstee Lauder Companies Inc. |
| • | Ford Motor Company |
| • | Freeport McMoRan |
| • | Loews Corporation |
| • | Stanley Black & Decker, Inc. |
| • | Viacom Inc. |
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Because the Compensation Committee considered Mr. Green’s role to be significantly different from the roles of the executive chairmen at the comparison companies, this data did not materially affect Mr. Green’s compensation for fiscal 2012.
The Compensation Committee and Pay Governance also reviewed, for reference, a report prepared by Towers Watson for management based on (1) the most recent available published survey data and (2) data from the peer companies’ most recent proxy filings on compensation levels of the highest-paid executives at large companies (having more than $10 billion in annual revenues). The Compensation Committee uses this information to understand the current compensation practices in the broader marketplace. While providing valuable background information, this information did not materially affect the determination of the compensation of any named executive officer for fiscal 2012.
Determination of Total Compensation Opportunity
As discussed above under “—Fiscal 2012 Compensation Overview and Summary—Pay for Performance,” our compensation programs are designed to provide each of the named executive officers a total compensation opportunity and structure that should result in realizable total direct compensation that aligns with the Company’s and the individual’s performance.
In determining the total compensation opportunity for each named executive officer, in addition to considering Company performance, each officer’s individual contribution and internal comparisons across the global management committee, the Compensation Committee also reviewed, with the assistance of Pay Governance, the total compensation opportunities of the named executive officers of the companies within our peer group, specifically analyzing the reported total compensation opportunity at the 50th and 75th percentiles of the peer group as appropriate frames of reference. The Compensation Committee believes that the Company’s programs are designed so that the named executive officers should only receive a level of compensation in the upper quartile of our peer group if both their individual performance and the Company’s performance are in the “exceeds” category, as discussed under “—Process for Determining Executive Compensation” above and “—Performance Objectives Used in Evaluations” below.
Because the future performance of neither the Company nor the companies in our peer group are known at the time that the compensation opportunities under the Company’s programs are established, Pay Governance also performs for the Compensation Committee an annual review of the most recent historical alignment of pay and performance relative to the Company’s peers as discussed below. 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.
Comparison of Realizable Total Direct Compensation
In structuring the compensation programs for the named executive officers, the Compensation Committee uses a multi-year evaluation of realizable total direct compensation, which was prepared by Pay Governance at the end of fiscal 2012 and which compares the Company’s performance relative to its peer group. The analysis assesses the alignment of the Company’s performance with compensation that is earned over the relevant period. Realizable total direct compensation is defined as the sum of: (1) cash compensation received during the most recent three-year period; (2) the ending value (rather than the grant date fair value) of all time-vested RSUs granted during the most recent three-year period, as measured by the closing stock price at fiscal year-end; (3) the ending value of performance-vested equity awards that were earned in the final year of the most recent three-year period, also as measured by the closing stock price at fiscal year-end; and (4) with respect to the companies in our peer group, the in-the-money value of stock options granted during the three-year period. For the 2010 to 2012 fiscal
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years, the Company’s composite performance with respect to total shareholder return was the highest among the Company’s peer group. Using the methodology described above for the three-year comparison period and including Mr. Green as the chief executive officer for purposes of this comparison for fiscal 2010, Mr. Nanterme as the chief executive officer for fiscal 2011 and 2012, and the other named executive officers named in the Company’s proxy statement for the relevant fiscal years, realizable total direct compensation for Accenture’s named executive officers was at the 75th percentile of the Company’s peer group, indicating that Accenture’s pay and performance were well aligned over the three-year period. The Compensation Committee continues to believe that a multi-year evaluation relative to the Company’s peer group is more appropriate in determining compensation than a single-year benchmark. This longer-term outlook is reflected in the three-year performance periods used for grants made under the Key Executive Performance Share Program as described above (see “—Long-Term Equity Compensation—Key Executive Performance Share Program”).
Performance Objectives Used in Evaluations
As discussed above under “—Cash Compensation” and “—Long-Term Equity Compensation,” 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 2012 were reviewed and approved by the Compensation Committee at the beginning of the fiscal year and served as one of the components against which the Nominating & Governance Committee, together with the Compensation Committee (which includes the lead director), considered Messrs. Green’s and Nanterme’s performance for fiscal 2012. These included financial objectives that were established at the beginning of the year by reference to annual fiscal-year performance targets set for Accenture with respect to revenue growth in local currency, operating income, earnings per share, new bookings and free cash flow, as well as other non-financial objectives, as described below. After these company-wide performance objectives were determined by the Compensation Committee for Messrs. Green and Nanterme, relevant portions were then incorporated into the performance objectives of the other named executive officers. Each named executive officer other than Mr. Nanterme may also have additional objectives specific to his or her role. We believe that encouraging our named executive officers, as well as other employees with management responsibility, to focus on a variety of performance objectives that are important for creating shareholder value, reduces incentives to take excessive risk with respect to any single objective.
The Nominating & Governance Committee, together with the Compensation Committee (which includes the lead director), with respect to Messrs. Green and Nanterme, and Mr. Nanterme with respect to the other named executive officers, evaluated the annual performance of, and issued an individual performance rating for, each of the named executive officers for fiscal 2012, by assessing whether they exceeded, met or partially met their performance objectives for the year. The individual performance rating and evaluation were used by Mr. Nanterme in connection with setting his recommendations to the Compensation Committee for each of the named executive officers’ fiscal 2012 performance-based compensation, other than for himself and Mr. Green. 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.
As in prior years, the Company’s performance objectives for fiscal 2012 centered on three overarching themes:
| • | Driving growth by helping the Company’s clients become high performance businesses—“Value Creator.” The Company’s objectives included improving our market share position across our growth platforms, focusing on the leadership position of our brand in the marketplace, growing in |
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| our priority emerging markets and continuing to invest in our strategic initiatives. These objectives were applicable to each of the named executive officers except the chief financial officer. To help achieve these objectives, the Company continued its focus on industries and market innovation and continued to invest in and enhance its capabilities and offerings in key technologies and strategic initiatives, including analytics, cloud computing, insight-driven health, interactive/digital marketing, mobility and smart grid. |
| • | Educating, energizing and inspiring the Company’s people—“People Developer.” The Company’s objectives included motivating its employees and executing its human capital and diversity strategies. These objectives were applicable to each of the named executive officers. In fiscal 2012, the Company continued to implement its human capital strategy to ensure that it has the right skills and capabilities, at the right levels and in the right places, to continue to bring innovation to its clients and build a high performance business for the future. The Company continued to invest in its people, spending approximately $858 million on training for its employees during the fiscal year to build their skills and ensure they have the capabilities to continue helping the Company’s clients. The Company continued with its programs to identify and develop high-potential future Accenture leaders in Greater China, India, the ASEAN countries, Turkey and Latin America, among other geographies. The Company also invested in executive leadership development for women, which aims to identify and develop high potential women leaders within Accenture, and its annual program that focuses on building future client account leadership capabilities. The Company was widely recognized externally for its diversity efforts to attract and retain working mothers, ethnic minorities, and lesbian, gay, bisexual and transgender (LGBT) employees. Finally, the Company demonstrated its ongoing commitment to corporate citizenship and sustainability initiatives by, among other things, maintaining the momentum of its Skills to Succeed corporate citizenship initiatives around the globe, which focus on helping individuals develop skills to get a job or start a business, and continuing to reduce its carbon footprint. |
| • | Running Accenture as a high performance business—“Business Operator.” The Company’s fiscal 2012 business outlook included the new bookings, revenues, operating margin, earnings per share and free cash flow targets outlined under “—Fiscal 2012 Compensation Overview and Summary—Company Fiscal 2012 Performance” above. For fiscal 2012, final results for the Company’s operating and financial objectives exceeded or met the business outlook provided at the outset of the fiscal year. Specifically, the Company generated positive revenue growth across all operating groups and all three geographic regions, expanded its operating margin, delivered free cash flow above its business outlook and continued to achieve high levels of internal controls compliance. The new bookings and revenues objectives were applicable to each of the named executive officers, other than the chief financial officer. The operating income, earnings per share and free cash flow objectives were applicable to each of the named executive officers. |
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 with a value equal to at least six times his or her base compensation. Each of the named executive officers who is currently employed by Accenture maintains ownership of Accenture equity considerably in excess of these requirements.
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Executives may only satisfy this ownership requirement through the holdings they acquire pursuant to the Company’s share programs, and the Company does not apply holding periods to any specific equity award beyond its vesting date(s).
Derivatives and Hedging
All employees, including our named executive officers, are subject to a policy that prohibits them (or their designees) from purchasing shares on margin or purchasing financial instruments that are designed to hedge or offset any fluctuations in the market value of the Company’s equity securities they hold, whether or not such securities were acquired from Accenture’s equity compensation programs.
Pledging Company Securities
The members of our global management committee, our executive officers and other key employees are prohibited from borrowing against any account in which the Company’s securities are held or pledging the Company’s securities as collateral for a loan.
Employment Agreements
The Company’s named executive officers have each entered into standardized employment agreements with the Company that include non-competition and non-solicitation provisions. These employment agreements do not include negotiated compensatory commitments, guaranteed salary or bonus, “golden parachutes,” multi-year severance packages, significant accelerated vesting of stock awards or other payments triggered by a change of control, U.S. Internal Revenue Code section 280G or other tax gross-up payments related to a change of control or other features that have been found in executive employment agreements in the Company’s industry, other than as may be required by local law. Instead, these 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.
Post-Termination Compensation
The Company has structured its employment arrangements with the named executive officers to avoid significant post-termination compensation, other than as may be required by local law. The Company’s employment agreements do not contain multi-year or significant lump-sum compensation payouts to a named executive officer upon termination of employment. Similarly, the Company has chosen not to contribute to pension or other retirement plans for any of the current named executive officers and does not offer significant deferred cash compensation or other post-employment benefits. The Company believes that this focus on performance, rather than benefits, is consistent with its “high performance” business culture.
Our senior executives employed in the United States, including Ms. Craig and Messrs. van ’t Noordende and Cole, are eligible for benefits under our Senior Executive Separation Benefits Plan. With respect to our most senior leaders, this plan provides that, subject to the terms and conditions of the plan, and contingent upon the execution of a separation agreement (which requires, among other things, a complete release of claims and affirmation of existing post-departure obligations, including non-compete and non-solicitation requirements), if the senior executive’s employment is involuntarily terminated, other than for “cause” (as defined under the plan), the terminated executive is entitled to receive the following:
| • | if the termination is for reasons unrelated to performance: (1) an amount equal to six months of base pay, plus (2) one week of pay for each completed year of service (up to an additional two |
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| months of base pay), plus (3) a $12,000 Consolidated Omnibus Budget Reconciliation Act (“COBRA”) payment (which is related to health and dental benefits); or |
| • | if the termination is for reasons related to performance: (1) an amount equal to four months of base pay, plus (2) an $8,000 COBRA payment. |
In addition, executives terminated involuntarily other than for cause, including those terminated for reasons related to performance, are entitled to 12 months of outplacement benefits, which is provided by an outside firm selected by Accenture, at a maximum cost to Accenture of $11,000 per person (see “Potential Payments Upon Termination”).
No Change of Control Arrangements
As described above, the Company’s employment agreements do not contain “golden parachutes,” multi-year severance packages or guarantees, accelerated vesting of stock awards or other payments triggered by a change of control. Similarly, we do not provide our executive officers U.S. Internal Revenue Code section 280G or other tax gross-up payments related to a change of control.
Recoupment Policy
Accenture has adopted a recoupment or “clawback” policy that applies to both incentive cash bonus and equity-based incentive compensation awarded to the Company’s executive officers, global management committee and approximately 150 of its most senior leaders. Under the policy, to the extent permitted by applicable law and subject to the approval of the Compensation Committee, the Company may seek to recoup any incentive based compensation awarded to any executive subject to the policy, if (1) the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws, (2) the misconduct of an executive subject to the policy contributed to the noncompliance that resulted in the obligation to restate and (3) a lower award would have been made to the covered executive had it been based upon the restated financial results.
In addition, the existing equity grant agreements between Accenture and our named executive officers include recoupment provisions in specific circumstances, even after the awards have vested. For example, in the event a named executive officer leaves the Company and competes against us within a specified time period (for example, by joining a competitor, targeting our clients or recruiting our employees), the award recipient is generally obligated to return to the Company the shares originally delivered to that recipient under our equity programs.
Compensation Risk Assessment and Management
In fiscal year 2012, 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:
| • | compensation programs operate within a governance and review structure that serves and supports risk mitigation; |
| • | the Compensation Committee approves performance awards for executive officers after reviewing corporate and individual performance; |
| • | a balance of annual and long-term incentive opportunities and of fixed and variable features; |
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| • | 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 two metrics, measured on a cumulative basis, over a three-year period (operating income relative to plan and total shareholder return relative to Accenture’s peer group); |
| • | focus on a variety of performance objectives, thereby diversifying the risk associated with any single indicator of performance; and |
| • | senior executives who are granted equity are subject to our equity ownership requirements, which require all of those senior executives to hold ownership stakes in the Company to further align their interests with the Company’s shareholders (see “—Equity Ownership Requirements” above). |
Fiscal 2013 Compensation
The actions taken to date by the Compensation Committee with respect to compensation of the named executive officers for fiscal 2013 are described under “—Process for Determining Executive Compensation,” “—Cash Compensation—Fiscal 2013 Cash Compensation” and “—Long-Term Equity Compensation” above.
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The table below sets forth the compensation earned by or paid to our named executive officers during the fiscal years ended August 31, 2010, August 31, 2011 and August 31, 2012. Messrs. Nanterme and van ’t Noordende were not named executive officers in fiscal 2010 and Mr. Cole was not a named executive officer in either fiscal 2010 or 2011; therefore, in accordance with the SEC’s disclosure rules, information regarding compensation for the years that those individuals were not named executive officers is not included in the table below. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards, as further described below.
| Name and Principal Position |
Year | Salary ($) |
Bonus ($) |
Stock Awards ($)(1) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($)(2) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings |
All Other Compensation ($)(3) |
Total ($) |
|||||||||||||||||||||||||||
| Pierre Nanterme(4) |
2012 | $ | 1,142,810 | — | $ | 7,579,949 | — | $ | 3,565,182 | — | $ | 2,153 | $ | 12,290,094 | ||||||||||||||||||||||
| Chief Executive Officer |
2011 | $ | 1,155,018 | — | $ | 5,224,905 | — | $ | 3,404,262 | — | — | $ | 9,784,185 | |||||||||||||||||||||||
| Pamela J. Craig |
2012 | $ | 1,189,500 | — | $ | 3,693,935 | — | $ | 2,173,782 | — | $ | 4,555 | $ | 7,061,772 | ||||||||||||||||||||||
| Chief Financial Officer |
2011 | $ | 1,189,500 | — | $ | 3,624,665 | — | $ | 2,090,546 | — | $ | — | $ | 6,904,711 | ||||||||||||||||||||||
| 2010 | $ | 1,189,500 | — | $ | 3,517,479 | — | $ | 1,986,465 | — | $ | 13,955 | $ | 6,707,399 | |||||||||||||||||||||||
| William D. Green(5) |
2012 | $ | 1,250,000 | — | $ | 9,124,951 | — | $ | 2,775,000 | — | $ | 10,954 | $ | 13,160,905 | ||||||||||||||||||||||
| Executive Chairman and Former Chief Executive Officer |
2011 | $ | 1,250,000 | — | $ | 12,124,958 | — | $ | 2,725,000 | — | $ | 4,889 | $ | 16,104,847 | ||||||||||||||||||||||
| 2010 | $ | 1,250,000 | — | $ | 10,999,987 | — | $ | 3,040,000 | — | $ | 25,559 | $ | 15,315,546 | |||||||||||||||||||||||
| Alexander M. van ’t Noordende(6) |
2012 | $ | 1,136,125 | — | $ | 2,372,890 | — | $ | 1,508,206 | — | $ | 3,252 | $ | 5,020,473 | ||||||||||||||||||||||
| Group Chief Executive—Management Consulting |
2011 | $ | 1,292,769 | — | $ | 2,049,904 | — | $ | 1,440,591 | — | $ | 353 | $ | 4,783,617 | ||||||||||||||||||||||
| Martin I. Cole(7) |
2012 | $ | 1,136,125 | — | $ | 2,109,948 | — | $ | 1,596,540 | — | $ | 6,906 | $ | 4,849,519 | ||||||||||||||||||||||
| Group Chief Executive—Technology |
||||||||||||||||||||||||||||||||||||
| Kevin M. Campbell(8) |
2012 | $ | 736,507 | — | $ | 3,609,938 | — | $ | — | — | $ | 919,854 | $ | 5,266,299 | ||||||||||||||||||||||
| Former Group Chief Executive—Technology |
2011 | $ | 1,176,156 | — | $ | 3,549,921 | — | $ | 1,888,907 | (9) | — | $ | 2,283 | $ | 6,617,268 | |||||||||||||||||||||
| 2010 | $ | 1,136,125 | — | $ | 3,449,939 | — | $ | 1,499,685 | (9) | — | $ | 332 | $ | 6,086,081 | ||||||||||||||||||||||
| (1) | Represents aggregate grant date fair value of stock awards during each of the years presented, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“Topic 718”), without taking into account estimated forfeitures. The assumptions made when calculating the amounts are found in Note 11 (Share-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended August 31, 2012. Terms of the fiscal 2012 stock awards are summarized under “Compensation Discussion and Analysis—Long-Term Equity Compensation” above and in “—Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” below. With respect to amounts included for the Key Executive Performance Share Program awards, the estimate of the grant date fair value determined in accordance with Topic 718 assumes vesting at target. Assuming maximum performance is achieved, the aggregate grant date fair value of the Key Executive Performance Share Program awards for each fiscal year included in this column would be adjusted as follows: |
| Year | Key Executive Performance Share Program | |||||||||||
| Grant Date Fair Value Based on Target Achievement |
Grant Date Fair Value Based on Maximum Achievement |
|||||||||||
| Mr. Nanterme |
2012 | $ | 6,829,953 | $ | 10,244,971 | |||||||
| 2011 | $ | 2,999,965 | $ | 4,499,966 | ||||||||
| Ms. Craig |
2012 | $ | 1,749,984 | $ | 2,624,987 | |||||||
| 2011 | $ | 1,749,973 | $ | 2,624,960 | ||||||||
| 2010 | $ | 1,749,994 | $ | 2,624,991 | ||||||||
| Mr. Green |
2012 | $ | 5,024,961 | $ | 7,537,472 | |||||||
| 2011 | $ | 6,624,989 | $ | 9,937,484 | ||||||||
| 2010 | $ | 5,999,988 | $ | 8,999,982 | ||||||||
| Mr. van ’t Noordende |
2012 | $ | 1,249,989 | $ | 1,874,990 | |||||||
| 2011 | $ | 1,249,960 | $ | 1,874,958 | ||||||||
| Mr. Cole |
2012 | $ | 1,249,989 | $ | 1,874,990 | |||||||
| Mr. Campbell |
2012 | $ | 1,749,984 | $ | 2,624,987 | |||||||
| 2011 | $ | 1,749,973 | $ | 2,624,960 | ||||||||
| 2010 | $ | 1,749,994 | $ | 2,624,991 | ||||||||
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| (2) | For fiscal 2012, amounts reflect payments to be made in December 2012 under the individual performance bonus program and the annual bonus plan with respect to the 2012 fiscal year, as follows: |
| Individual Performance Bonus |
Annual Bonus |
Total | ||||||||||
| Mr. Nanterme |
$ | 2,589,802 | $ | 975,380 | $ | 3,565,182 | ||||||
| Ms. Craig |
$ | 1,813,988 | $ | 359,794 | $ | 2,173,782 | ||||||
| Mr. Green |
$ | 2,025,000 | $ | 750,000 | $ | 2,775,000 | ||||||
| Mr. van ’t Noordende |
$ | 1,192,931 | $ | 315,275 | $ | 1,508,206 | ||||||
| Mr. Cole |
$ | 1,249,738 | $ | 346,802 | $ | 1,596,540 | ||||||
| Mr. Campbell |
$ | — | $ | — | $ | — | ||||||
The terms of the individual performance bonus and annual bonus are summarized under “Compensation Discussion and Analysis—Cash Compensation” above and “Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” below.
| (3) | In accordance with the SEC’s disclosure rules, perquisites and other personal benefits provided to the named executive officers are not included for fiscal 2012 because the aggregate incremental value of perquisites does not exceed $10,000 for any named executive officer. Also, in accordance with applicable SEC rules, the value of dividend equivalents credited or otherwise allocated to RSUs in the form of additional RSUs with the same vesting terms as the original awards is not included in the “All Other Compensation” column because their value is factored into the grant date fair value of RSU awards. Additional RSUs awarded in connection with dividend adjustments are subject to vesting and delivery conditions as part of the underlying awards. |
Included for fiscal 2012 are life insurance premium payments of $2,153 for Mr. Nanterme, $4,555 for Ms. Craig, $6,654 for Mr. Green, $2,688 for Mr. van ’t Noordende, $4,980 for Mr. Cole and $2,116 for Mr. Campbell and payments of $4,300 for Mr. Green, $564 for Mr. van ’t Noordende, $1,926 for Mr. Cole and $1,071 for Mr. Campbell paid 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 amount for Mr. Campbell also includes $916,667 of severance paid in fiscal 2012 in connection with Mr. Campbell’s resignation from the Company on March 1, 2012 and in accordance with the terms of the separation agreement entered into by Mr. Campbell and the Company, the details of which are described in “Potential Payments Upon Termination” below.
| (4) | Mr. Nanterme served as our group chief executive—Financial Services until January 1, 2011 when he became our chief executive officer. Mr. Nanterme, who is based in Europe, is compensated in Euros. We have converted his fiscal 2012 cash compensation to U.S. dollars at an exchange rate of $0.75732, which was the average monthly translation rate for fiscal 2012, except with respect to the Non-Equity Incentive Plan Compensation amounts, which were converted to U.S. dollars at an exchange rate of $0.77197, which was the monthly translation rate for the month in which the applicable payments were made. |
| (5) | Mr. Green served as both our chief executive officer and chairman until January 1, 2011, when he became solely our executive chairman. Mr. Green will step down as chairman and from our Board and retire from Accenture, effective February 1, 2013. |
| (6) | Mr. van ’t Noordende served as our group chief executive—Resources until March 1, 2011, when he became our group chief executive—Management Consulting. Mr. van ’t Noordende, who was based in the Netherlands prior to his relocation to the United States in December 2010, was compensated in Euros through the first four months of fiscal 2011. We have converted his cash compensation for that period to U.S. dollars at an exchange rate of $0.74996, which was the average monthly translation rate over the applicable period, except with respect to the accrued vacation payment he received in connection with his relocation to the United States, which is included in the “Salary” column of this table and was converted to U.S. dollars at an exchange rate of $0.69626, which was the monthly translation rate for the month in which the applicable payment was made, and the Non-Equity Incentive Plan Compensation amounts, which were paid in U.S. dollars. |
| (7) | Mr. Cole served as our group chief executive—Communications, Media & Technology until March 1, 2012, when he became our group chief executive—Technology. |
| (8) | Mr. Campbell served as our group chief executive—Technology until March 1, 2012, when he resigned from the Company. In connection with Mr. Campbell’s resignation, the Company and Mr. Campbell entered into a separation agreement, the details of which are described in “Potential Payments Upon Termination” below. |
| (9) | For fiscal 2011 and fiscal 2012, includes $22,500 that was not paid in cash but was used to fund a portion of Mr. Campbell’s 2005 Senior Executive Bonus Share Program award pursuant to the terms of that RSU award program. For a description of the 2005 Senior Executive Bonus Share Program award, see footnote 1 to the “Option Exercises and Stock Vested in Fiscal 2012” table below. |
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Grants of Plan-Based Awards for Fiscal 2012
The table below summarizes each grant of an equity or non-equity award made to the named executive officers during fiscal 2012 under any incentive plan.
| Name |
Grant Date |
Date
of Committee Approval |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards(1) |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($ per Share) |
Grant Date Fair Value of Stock and Option Awards ($)(2) |
||||||||||||||||||||||||||||||||||||||
| Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
|||||||||||||||||||||||||||||||||||||||||
| Pierre Nanterme |
1/1/2012 | 10/26/2011 | — | — | — | — | — | — | 14,016 | (3) | — | — | $ | 749,996 | ||||||||||||||||||||||||||||||||
| 1/1/2012 | 10/26/2011 | — | — | — | 63,812 | 127,645 | 191,459 | — | — | — | $ | 6,829,953 | ||||||||||||||||||||||||||||||||||
| 10/26/2011 | 10/26/2011 | $ | — | (4) | $ | 653,990 | (4) | $ | 986,591 | (4) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 10/26/2011 | 10/26/2011 | $ | — | (5) | $ | 1,494,835 | (5) | $ | 2,690,704 | (5) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Pamela J. Craig |
1/1/2012 | 10/26/2011 | — | — | — | — | — | — | 28,032 | (3) | — | — | $ | 1,499,992 | ||||||||||||||||||||||||||||||||
| 1/1/2012 | 10/26/2011 | — | — | — | — | — | — | 6,727 | (6) | — | — | $ | 359,962 | |||||||||||||||||||||||||||||||||
| 1/5/2012 | 7/27/2011 | — | — | — | — | — | — | 1,534 | (7) | — | — | $ | 83,997 | |||||||||||||||||||||||||||||||||
| 1/1/2012 | 10/26/2011 | — | — | — | 16,350 | 32,705 | 49,056 | — | — | — | $ | 1,749,984 | ||||||||||||||||||||||||||||||||||
| 10/26/2011 | 10/26/2011 | $ | — | (4) | $ | 237,900 | (4) | $ | 356,850 | (4) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 10/26/2011 | 10/26/2011 | $ | — | (5) | $ | 1,427,400 | (5) | $ | 1,903,200 | (5) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| William D. Green |
1/1/2012 | 10/26/2011 | — | — | — | — | — | — | 76,621 | (3) | — | — | $ | 4,099,990 | ||||||||||||||||||||||||||||||||
| 1/1/2012 | 10/26/2011 | — | — | — | 46,948 | 93,911 | 140,861 | — | — | — | $ | 5,024,961 | ||||||||||||||||||||||||||||||||||
| 10/26/2011 | 10/26/2011 | $ | — | (4) | $ | 500,000 | (4) | $ | 750,000 | (4) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 10/26/2011 | 10/26/2011 | $ | — | (5) | $ | 1,125,000 | (5) | $ | 2,025,000 | (5) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Alexander M. van ’t Noordende |
1/1/2012 | 10/26/2011 | — | — | — | — | — | — | 9,344 | (3) | — | — | $ | 499,997 | ||||||||||||||||||||||||||||||||
| 1/1/2012 | 10/26/2011 | — | — | — | — | — | — | 6,727 | (6) | — | — | $ | 359,962 | |||||||||||||||||||||||||||||||||
| 1/5/2012 | 7/27/2011 | — | — | — | — | — | — | 4,802 | (7) | $ | 262,942 | |||||||||||||||||||||||||||||||||||
| 1/1/2012 | 10/26/2011 | — | — | — | 11,678 | 23,361 | 35,040 | — | — | — | $ | 1,249,989 | ||||||||||||||||||||||||||||||||||
| 10/26/2011 | 10/26/2011 | $ | — | (4) | $ | 227,225 | (4) | $ | 340,838 | (4) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 10/26/2011 | 10/26/2011 | $ | — | (5) | $ | 920,261 | (5) | $ | 1,306,544 | (5) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Martin I. Cole |
1/1/2012 | 10/26/2011 | — | — | — | — | — | — | 9,344 | (3) | — | — | $ | 499,997 | ||||||||||||||||||||||||||||||||
| 1/1/2012 | 10/26/2011 | — | — | — | — | — | — | 6,727 | (6) | — | — | $ | 359,962 | |||||||||||||||||||||||||||||||||
| 1/1/2012 | 10/26/2011 | — | — | — | 11,678 | 23,361 | 35,040 | — | — | — | $ | 1,249,989 | ||||||||||||||||||||||||||||||||||
| 10/26/2011 | 10/26/2011 | $ | — | (4) | $ | 227,225 | (4) | $ | 340,838 | (4) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 10/26/2011 | 10/26/2011 | $ | — | (5) | $ | 920,261 | (5) | $ | 1,306,544 | (5) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Kevin M. Campbell |
1/1/2012 | 10/26/2011 | — | — | — | — | — | — | 28,032 | (3) | — | — | $ | 1,499,992 | ||||||||||||||||||||||||||||||||
| 1/1/2012 | 10/26/2011 | — | — | — | — | — | — | 6,727 | (6) | — | — | $ | 359,962 | |||||||||||||||||||||||||||||||||
| 1/1/2012 | 10/26/2011 | — | — | — | 16,350 | 32,705 | 49,056 | — | — | — | $ | 1,749,984 | ||||||||||||||||||||||||||||||||||
| 10/26/2011 | 10/26/2011 | $ | — | (4) | $ | 237,900 | (4) | $ | 356,850 | (4) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 10/26/2011 | 10/26/2011 | $ | — | (5) | $ | 1,427,400 | (5) | $ | 1,903,200 | (5) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| (1) | Reflects RSU grants made pursuant to the 2012 Key Executive Performance Share Program, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis—Long-Term Equity Compensation—Key Executive Performance Share Program” above. |
| (2) | Represents the grant date fair value of each equity award computed in accordance with Topic 718, without taking into account estimated forfeitures. With respect to the RSU grants made pursuant to the 2012 Key Executive Performance Share Program, the grant date fair value assumes vesting at target. |
| (3) | Represents RSU grant made pursuant to the 2012 Senior Officer Performance Equity Award Program, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis—Long-Term Equity Compensation—Senior Officer Performance Equity Award Program” above. |
| (4) | Represents cash award target opportunity range made pursuant to the annual bonus plan, the terms of which are summarized under “Compensation Discussion and Analysis—Cash Compensation—Annual Bonus” and “Compensation Discussion and Analysis—Performance Objectives Used in Evaluations” above. For the actual amounts to be paid out to each named executive officer, see the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above and applicable footnote. Amounts reported under the “Maximum” column represent the high end of the target opportunity range. |
| (5) | Represents cash award target opportunity range made pursuant to the individual performance bonus program, the terms of which are summarized under “Compensation Discussion and Analysis—Cash Compensation—Individual Performance Bonus” and “Compensation Discussion and Analysis—Performance Objectives Used in Evaluations” above. For the actual amounts to be paid out to each named executive officer, see the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above and applicable footnote. Amounts reported under the “Maximum” column represent the high end of the target opportunity range. |
| (6) | Represents RSU grant made pursuant to the 2012 Performance Equity Award Program, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis—Long-Term Equity Compensation—Performance Equity Award Program” above. |
| (7) | Represents matching RSU grant made pursuant to the Voluntary Equity Investment Program, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis—Long-Term Equity Compensation—Voluntary Equity Investment Program” above. |
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Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table
Annual Bonus Plan and Individual Performance Bonus
Our annual bonus plan and individual performance bonus program are both described under “Compensation Discussion and Analysis—Cash Compensation” and “Compensation Discussion and Analysis—Performance Objectives Used in Evaluations” above.
Key Executive Performance Share Program
Our Key Executive Performance Share Program is described generally under “Compensation Discussion and Analysis—Long-Term Equity Compensation—Key Executive Performance Share Program” above. The description below relates to the RSU grants we made to our named executive officers in fiscal 2012 pursuant to the Key Executive Performance Share Program, which have a three-fiscal-year performance period beginning on September 1, 2011 and ending on August 31, 2014. The Compensation Committee determined that the compensation opportunity under these grants will be based on performance weighted 75% on cumulative operating income results and 25% on cumulative total shareholder return, in each case over that three-year period.
| • | Operating income results. Up to 75% of the total RSUs granted to a named executive officer on January 1, 2012 under this program will vest, if at all, at the end of the three-year performance period based upon the achievement of operating income targets by the Company during the performance period. For each fiscal year during the three-year performance period, the Compensation Committee approves an operating income plan for this program that is based on the operating income plan for the Company approved by the full Board. This operating income plan is equivalent to the operating income plan included in our annual fiscal year performance objectives, as described above under “Compensation Discussion and Analysis—Performance Objectives Used in Evaluations.” The aggregate of these three annual operating income plans forms the reference, or target, for measuring aggregate operating income results over the three years. A performance rate is then calculated as the actual aggregate operating income divided by the target aggregate operating income, with the percentage vesting of RSUs determined as follows: |
| Performance Level |
Accenture Performance Rate Versus Target |
Percentage of RSUs Granted that Vest (Out of a Maximum of 75%) | ||
| Maximum |
125% or greater | 75% | ||
| Target |
100% | 50% | ||
| Threshold |
80% | 25% | ||
| Below Threshold |
Less than 80% | 0% |
We will proportionally adjust the number of RSUs that vest if Accenture’s performance level falls between “Target” and “Maximum,” or between “Threshold” and “Target,” in each case on a linear basis.
| • | Total shareholder return. Up to 25% of the total RSUs granted to a named executive officer on January 1, 2012 under this program will vest, if at all, at the end of the three-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 Index. Total shareholder return is determined by dividing the fair market value of the stock of a company at the end of the performance period (August 31, 2014), adjusted to reflect cash, stock or in-kind dividends paid on the stock of that company during the performance period, by the fair market |
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| value of that stock at the beginning of the performance period (September 1, 2011). In order to compare Accenture’s total shareholder return with that of our comparison companies and the S&P 500 Index, each company and the S&P 500 Index is ranked in order of its total shareholder return. Accenture’s percentile rank among the comparison companies and the S&P 500 Index is then used to determine the percentage vesting of RSUs as follows: |
|
Performance Level |
Accenture Percentile Rank (Measured as a Percentile) |
Percentage of RSUs Granted That Vest (Out of a Maximum of 25%) | ||
| Maximum |
Accenture is ranked at or above the 75th percentile | 25% | ||
| Target |
Accenture is ranked at the 60th percentile | 16.67% | ||
| Threshold |
Accenture is ranked at the 40th percentile | 8.33% | ||
| Below Threshold |
Accenture is ranked below the 40th percentile | 0% |
We will proportionally adjust the number of RSUs that vest if Accenture’s performance level falls between “Target” and “Maximum,” or between “Threshold” and “Target,” in each case on a linear basis.
For fiscal 2012, the following comparison companies, together with the S&P 500 Index, are used for measuring total shareholder return for the Key Executive Performance Share Program, chosen in advance of the 2012 compensation year and unchanged from the comparison companies and index used for the award granted in fiscal 2011:
Automatic Data Processing, Inc.
Cap Gemini S.A.
Cisco Systems
Computer Sciences Corporation
EMC Corporation
Hewlett-Packard Company
International Business Machines Corporation
Lockheed Martin Corporation
Microsoft Corporation
Oracle Corporation
SAIC, Inc.
Sapient Corporation
Xerox Corporation
S&P 500 Index
This group of companies and the S&P 500 Index together represent a slightly different and broader list than the group of companies included in our peer group of companies used for benchmarking executive compensation generally and identified under “Compensation Discussion and Analysis—Role of Benchmarking” above. These companies and the S&P 500 Index together were determined to yield a better comparative group for purposes of evaluating total shareholder return.
Accenture plc Class A ordinary shares underlying the RSUs granted under the Key Executive Performance Share Program that vest are delivered following the Compensation Committee’s determination of the Company’s results with respect to the performance metrics. Each of our named executive officers received a grant of RSUs under the Key Executive Performance Share Program on January 1, 2012. With the exception of Mr. Green, who was eligible for provisional age-based vesting on the grant date and as further described below, Mr. Cole, who became eligible for provisional age-based vesting on April 20, 2012, and Ms. Craig, who will become eligible for provisional age-based vesting on
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February 11, 2013, subject to her continued employment until that date, our named executive officers must be employed by Accenture at the time their RSU grants are scheduled to vest in order to receive the underlying Accenture plc Class A ordinary shares. Provisional aged-based vesting means that if a participant voluntarily terminates his or her employment after reaching age 56 and completing ten years of continuous service, the participant is entitled to pro rata vesting of his or her award at the end of the three-year performance period based on the portion of the performance period during which he or she was employed. In addition, in connection with Mr. Green’s expected retirement from Accenture, effective February 1, 2013, the Board determined to waive the remaining service-based vesting conditions for that portion of Mr. Green’s outstanding awards that is not otherwise scheduled to vest on or prior to his retirement. The waiver of service-based vesting applies to Mr. Green’s awards under the 2011 and 2012 Key Executive Performance Share Programs with respect to his shares of performance-vested RSUs, plus an additional number of shares that could be earned as dividend equivalents under this program. The terms of this program provide that the number of RSUs granted and still outstanding on any applicable record date will be adjusted proportionally to reflect the Company’s payment of dividends or other significant corporate events. Additional RSUs awarded in connection with dividend adjustments are subject to the same vesting conditions as the underlying awards. The vesting schedules for the outstanding Key Executive Performance Share Program awards are set forth in footnote 4 to the “Outstanding Equity Awards at August 31, 2012” table below.
Senior Officer Performance Equity Award Program
The Senior Officer Performance Equity Award program is described generally under “Compensation Discussion and Analysis—Long-Term Equity Compensation—Senior Officer Performance Equity Award Program” above.
In general, grants under the Senior Officer Performance Equity Award Program vest in full on the third anniversary of the grant date. However, grants under this program for participants who are age 50 or older on the date of grant have a shortened vesting schedule that is graduated based on the age of the participant on the grant date, with the shortest vesting periods applicable to participants who are age 56 or older on the grant date. As a result, a shorter vesting schedule applied to the grants under this program to Ms. Craig and Messrs. Nanterme, Green, Cole and Campbell, as further shown in the “Option Exercises and Stock Vested in Fiscal 2012” table below. The actual vesting schedules for these outstanding awards are set forth in footnote 2 to the “Outstanding Equity Awards at August 31, 2012” table below.
The terms of this program provide that the number of RSUs granted and still outstanding on any applicable record date will be adjusted proportionally to reflect the Company’s payment of dividends or other significant corporate events. Additional RSUs awarded in connection with dividend adjustments are subject to the same vesting conditions as the underlying awards.
Performance Equity Award Program
The Performance Equity Award program is described generally under “Compensation Discussion and Analysis—Long-Term Equity Compensation—Performance Equity Award Program” above.
In general, grants under the Performance Equity Award program vest in three equal installments on each July 19 (the anniversary date of our initial public offering) following the grant date until fully vested. However, grants under this program to participants who are age 50 or older on the date of grant have a shortened vesting schedule that is graduated based on the age of the participant on the grant date, with the shortest vesting periods applicable to participants who are age 56 or older on the grant date. As a result, a shorter vesting schedule applied for all or a portion of the grants under this program to Ms. Craig and Messrs. Cole and Campbell in fiscal 2012, as further shown in the “Option Exercises and Stock
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Vested in Fiscal 2012” table below. The actual vesting schedules for these outstanding awards are set forth in footnote 2 to the “Outstanding Equity Awards at August 31, 2012” table below.
The terms of this program provide that the number of RSUs granted and still outstanding on any applicable record date will be adjusted proportionally to reflect the Company’s payment of dividends or other significant corporate events. Additional RSUs awarded in connection with dividend adjustments are subject to the same vesting conditions as the underlying awards.
Voluntary Equity Investment Program
Under the Voluntary Equity Investment Program, our senior executives including all of our named executive officers, where permitted, may elect to designate up to 30% of their total cash compensation to this share purchase program. These amounts are deducted from after-tax income and used to make monthly purchases of Accenture plc Class A ordinary shares from Accenture at fair market value on the 5th of each month for contributions made in the previous month. Participants are awarded a 50% matching RSU grant after the last purchase of the program year in the form of one RSU for every two shares that have been purchased during the previous program year and that have not been sold or transferred prior to the awarding of the matching grant. This matching grant will generally vest in full two years from the date of the grant. If a participant leaves Accenture or withdraws from the program prior to the award of the matching grant, he or she will not receive a matching grant. Total contributions from all participating senior executives under this program are limited to an amount that is not more than 15% of the total amount expended for cash compensation for senior executives, subject to annual review and approval by the Compensation Committee. In the last completed program year, which ran from January to December 2011, each of Ms. Craig and Mr. van ’t Noordende participated in the Voluntary Equity Investment Program and, based on their purchases through the program, received a grant of matching RSUs under the Voluntary Equity Investment Program in fiscal 2012 as indicated above.
The terms of this program provide that the number of RSUs granted and still outstanding on any applicable record date will be adjusted proportionally to reflect the Company’s payment of dividends or other significant corporate events. Additional RSUs awarded in connection with dividend adjustments are subject to the same vesting conditions as the underlying awards.
Recoupment Policy
Our equity awards are subject to recoupment under specified conditions, as described under “Compensation Discussion and Analysis—Recoupment Policy” above.
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Outstanding Equity Awards at August 31, 2012
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name |
Number of Securities Underlying Unexercised Options (#) Exercisable(1) |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#)(2) |
Market Value of Shares or Units of Stock That Have Not Vested ($)(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) |
|||||||||||||||||||||||||||
| Pierre Nanterme |
16,237 | — | — | $ | 24.73 | 2/18/2015 | 82,885 | $ | 5,105,716 | 289,738 | $ | 17,847,861 | ||||||||||||||||||||||||
| Pamela J. Craig |
27,335 | — | — | $ | 24.73 | 2/18/2015 | 87,268 | $ | 5,375,709 | 105,672 | $ | 6,509,395 | ||||||||||||||||||||||||
| William D. Green |
— | — | — | — | — | — | — | 354,676 | $ | 21,848,042 | ||||||||||||||||||||||||||
| Alexander M. van ’t Noordende |
— | — | — | — | — | 80,828 | $ | 4,979,005 | 75,480 | $ | 4,649,568 | |||||||||||||||||||||||||
| Martin I. Cole |
— | — | — | — | — | 10,925 | $ | 672,980 | 75,480 | $ | 4,649,568 | |||||||||||||||||||||||||
| Kevin M. Campbell |
— | — | — | — | — | — | — | 36,298 | $ | 2,235,957 | ||||||||||||||||||||||||||
| (1) | Represents partner performance options granted to Mr. Nanterme and Ms. Craig on February 18, 2005. All of our named executive officers were awarded grants of stock options in 2005 for performance in fiscal 2004. The exercise price of stock options that were granted to each of the named executive officers was set at a price equal to the average of the high and low trading price of a share of our ordinary stock on the applicable date of grant, as required by our equity compensation plans. We believe this average is more representative of the price of our stock on the date of grant than a price from a single, arbitrary point in time. All of the options vested in three equal annual installments beginning on the anniversary of the grant date and prior to the beginning of fiscal 2012. |
| (2) | Consists of the following outstanding RSUs, including RSUs awarded in connection with dividend adjustments: |
| Award |
Grant Date | Number | Vesting | |||||||||
| Mr. Nanterme |
2010 Senior Officer Qualified Performance Equity Award Program(a) | January 1, 2010 | 8,424 | In full on January 1, 2013 | ||||||||
| 2010 Key Executive Qualified Performance Share Program(a)(b) | January 1, 2010 | 36,538 | In full on October 18, 2012 | |||||||||
| 2011 Senior Officer Performance Equity Award Program | January 1, 2011 | 28,472 | In full on January 1, 2014 | |||||||||
| 2012 Senior Officer Performance Equity Award Program | January 1, 2012 | 9,451 | In two installments: 4,725 on January 1, 2014 and 4,726 on January 1, 2015 | |||||||||
| Ms. Craig |
2010 Senior Officer Performance Equity Award Program | January 1, 2010 | 12,630 | In full on January 1, 2013 | ||||||||
| 2010 Key Executive Performance Share Program(b) | January 1, 2010 | 51,153 | In full on October 18, 2012 | |||||||||
| 2011 Senior Officer Performance Equity Award Program | January 1, 2011 | 10,679 | In full on January 1, 2014 | |||||||||
| 2012 Senior Officer Performance Equity Award Program | January 1, 2012 | 9,451 | In full on January 1, 2014 | |||||||||
| 2010 Voluntary Equity Investment Program | January 5, 2011 | 1,803 | In full on January 5, 2013 | |||||||||
| 2011 Voluntary Equity Investment Program | January 5, 2012 | 1,552 | In full on January 5, 2014 | |||||||||
| Mr. van ’t Noordende |
2010 Senior Officer Performance Equity Award Program | January 1, 2010 | 12,629 | In full on January 1, 2013 | ||||||||
| 2010 Key Executive Performance Share Program(b) | January 1, 2010 | 36,538 | In full on October 18, 2012 | |||||||||
| 2011 Senior Officer Performance Equity Award Program | January 1, 2011 | 10,678 | In full on January 1, 2014 | |||||||||
| 2011 Performance Equity Award Program | January 1, 2011 | 2,138 | In full on July 19, 2013 | |||||||||
| 2012 Senior Officer Performance Equity Award Program | January 1, 2012 | 9,451 | In full on January 1, 2015 | |||||||||
| 2012 Performance Equity Award Program | January 1, 2012 | 4,537 | In two installments, 2,268 on July 19, 2013 and 2,269 on July 19, 2014 | |||||||||
| 2011 Voluntary Equity Investment Program | January 5, 2012 | 4,857 | In full on January 5, 2014 | |||||||||
| Mr. Cole |
2010 Senior Officer Performance Equity Award Program | January 1, 2010 | 4,213 | In full on January 1, 2013 | ||||||||
| 2011 Senior Officer Performance Equity Award Program | January 1, 2011 | 3,561 | In full on January 1, 2013 | |||||||||
| 2012 Senior Officer Performance Equity Award Program | January 1, 2012 | 3,151 | In full on January 1, 2013 | |||||||||
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| (a) | The identified awards to Mr. Nanterme granted prior to fiscal 2011 were granted under our French Qualified Sub-plan to our Share Incentive Plan (the “French Qualified Sub-plan”). Although those awards have generally the same terms and conditions as the corresponding awards granted to executives in other countries, those awards contain additional sales restrictions and provisions that allow the awards to qualify for favorable tax treatment in France. This delayed release arrangement is described in the “Nonqualified Deferred Compensation for Fiscal 2012” table below. |
| (b) | Pursuant to the 2010 Key Executive Performance Share Program, 115.74% of the target award of RSUs vested on October 18, 2012, after the end of fiscal 2012, based on the Company’s achievement of specified performance criteria over the period beginning September 1, 2009 and ended August 31, 2012 as determined by the Compensation Committee on the vesting date. Awards made to Messrs. Nanterme and van ’t Noordende and Ms. Craig remained fully subject to service criteria. Those awards, including RSUs awarded in connection with dividend adjustments, are reflected in the table above as equity incentive plan awards that have been earned but remain unvested as of August 31, 2012. Pursuant to the age-based vesting conditions of their awards, Messrs. Green and Cole had each fully satisfied the service criteria for vesting as of August 31, 2012. The awards to Messrs. Green and Cole are thus treated as having fully vested for the RSUs earned as of August 31, 2012, as shown on the “Option Exercises and Stock Vested in Fiscal 2012” table below. |
| In connection with Mr. Campbell’s resignation from the Company, the Company and Mr. Campbell entered into a separation agreement, the details of which are described in “Potential Payments upon Termination” below. Mr. Campbell fully satisfied the service criteria for vesting as of August 31, 2012 of thirty-thirty-sixths of the award in accordance with the terms of the separation agreement. The award to Mr. Campbell is treated as having vested in full with respect to thirty-thirty-sixths of the RSUs earned as of that date, as shown on the “Option Exercises and Stock Vested in Fiscal 2012” table below. |
| (3) Values | determined based on August 31, 2012 closing market price of Accenture plc Class A ordinary shares of $61.60 per share. |
| (4) Consists | of the following outstanding RSUs, including RSUs awarded in connection with dividend adjustments: |
| Key Executive Performance Share Program | ||||||||
| Plan Year: | 2011 | 2012 | ||||||
| Award Date: | January 1, 2011 | January 1, 2012 | ||||||
| Based on Plan Achievement Level: |
Maximum | Maximum | ||||||
| Mr. Nanterme |
96,096 | 193,642 | ||||||
| Ms. Craig |
56,056 | 49,616 | ||||||
| Mr. Green |
212,209 | 142,467 | ||||||
| Mr. van ’t Noordende |
40,040 | 35,440 | ||||||
| Mr. Cole |
40,040 | 35,440 | ||||||
| Mr. Campbell |
28,028 | 8,270 | ||||||
RSUs granted pursuant to the 2011 Key Executive Performance Share Program will vest, if at all, based on the Company’s achievement of the specified performance criteria with respect to the period beginning September 1, 2010 and ending August 31, 2013 as determined by the Compensation Committee following the end of fiscal 2013. RSUs granted pursuant to the fiscal 2012 Key Executive Performance Share Program will vest, if at all, based on the Company’s achievement of the specified performance criteria for the period beginning September 1, 2011 and ending August 31, 2014 as determined by the Compensation Committee following the end of fiscal 2014. The terms of the 2012 Key Executive Performance Share Program are summarized above in “Compensation of Executive Officers and Directors—Compensation Discussion and Analysis—Long-Term Equity Compensation” and “Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” above.
Results for the 2011 and 2012 Key Executive Performance Share Program cannot be determined at this time. As results to date indicate achievement between the maximum and target levels, the amounts reflected in these columns with respect to those programs are the maximum amounts. In accordance with the terms of his separation agreement with the Company, the amounts for Mr. Campbell take into account proration factors for the portion of the respective performance period during which he was an employee.
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Option Exercises and Stock Vested in Fiscal 2012
The table below sets forth the number of shares of stock acquired in fiscal 2012 upon the exercise of stock options awarded to our named executive officers and as a result of the vesting of RSUs awarded to our named executive officers, under our compensatory equity programs.
| Option Awards | Stock Awards(1) | |||||||||||||||
| Name |
Number of Shares Acquired On Exercise (#) |
Value Realized on Exercise ($)(2) |
Number of Shares Acquired on Vesting (#) |
Value Realized On Vesting ($)(3) |
||||||||||||
| Pierre Nanterme |
— | — | 83,972 | $ | 4,699,879 | |||||||||||
| Pamela J. Craig |
— | — | 132,628 | $ | 7,459,584 | |||||||||||
| William D. Green |
30,720 | $ | 869,333 | 447,319 | $ | 25,695,071 | ||||||||||
| Alexander M. van ’t Noordende |
— | — | 64,475 | $ | 3,654,991 | |||||||||||
| Martin I. Cole |
— | — | 98,108 | $ | 5,781,318 | |||||||||||
| Kevin M. Campbell |
— | — | 188,671 | $ | 11,012,347 | |||||||||||
| (1) | Reflects vesting of RSUs, as further described below. The terms of our current programs under which we award RSUs to our named executive officers are summarized under “Compensation Discussion and Analysis—Long-Term Equity Compensation” above and under “Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” above. |
| Program |
Number of
Shares Acquired on Vesting |
Date of Acquisition | ||||||
| Mr. Nanterme |
2009 Key Executive Qualified Performance Share Program(a) 2009 Key Executive Qualified Performance Share Program(a) 2009 Senior Officer Qualified Performance Equity Award Program(a) 2010 Performance Qualified Equity Award Program(a) 2010 Senior Officer Qualified Performance Equity Award Program(a) 2011 Performance Equity Award Program 2011 Senior Officer Performance Equity Award Program 2012 Senior Officer Performance Equity Award Program |
|
42,661 500 16,278 22 4,159 1,604 14,076 4,672 |
|
10/19/2011 11/15/2011 1/1/2012 11/15/2011 1/1/2012 7/19/2012 1/1/2012 2/1/2012 | |||
| Ms. Craig |
2009 Key Executive Performance Share Program(b) 2009 Senior Officer Performance Equity Award Program 2010 Senior Officer Performance Equity Award Program 2011 Senior Officer Performance Equity Award Program 2012 Senior Officer Performance Equity Award Program 2012 Performance Equity Award Program 2012 Performance Equity Award Program 2009 Voluntary Equity Investment Program |
|
60,426 21,704 12,485 10,557 18,688 4,484 2,269 2,015 |
|
10/19/2011 1/1/2012 1/1/2012 1/1/2012 2/1/2012 2/1/2012 7/19/2012 1/5/2012 | |||
| Mr. Green |
2010 Key Executive Performance Share Program(c) 2009 Chief Executive Officer Equity Award 2012 Senior Officer Performance Equity Award Program |
|
175,376 195,322 76,621 |
|
8/31/2012 1/1/2012 2/1/2012 | |||
| Mr. van ’t Noordende |
2009 Key Executive Performance Share Program(b) 2009 Senior Officer Performance Equity Award Program 2010 Performance Equity Award Program 2011 Performance Equity Award Program 2012 Performance Equity Award Program |
|
43,161 16,278 634 2,111 2,291 |
|
10/19/2011 1/1/2012 7/19/2012 7/19/2012 7/19/2012 | |||
| Mr. Cole |
2009 Key Executive Performance Share Program(b) 2010 Key Executive Performance Share Program(c) 2009 Senior Officer Performance Equity Award Program 2012 Senior Officer Performance Equity Award Program 2012 Performance Equity Award Program 2012 Performance Equity Award Program |
|
43,161 36,538 5,427 6,229 4,484 2,269 |
|
10/19/2011 8/31/2012 1/1/2012 2/1/2012 2/1/2012 7/19/1012 | |||
| Mr. Campbell |
2005 Senior Executive Bonus Share Program(d)(e) 2009 Key Executive Performance Share Program(b) 2010 Key Executive Performance Share Program(c) 2009 Senior Officer Performance Equity Award Program 2010 Senior Officer Performance Equity Award Program(e) 2011 Senior Officer Performance Equity Award Program(e) 2012 Senior Officer Performance Equity Award Program(e) 2010 Performance Equity Award Program(e) 2011 Performance Equity Award Program(e) 2012 Performance Equity Award Program(e) |
|
1,400 60,200 42,627 32,554 27,360 12,457 1,575 1,689 4,273 4,536 |
|
3/1/2012 10/19/2011 8/31/2012 1/1/2012 3/1/2012 3/1/2012 3/1/2012 3/1/2012 3/1/2012 3/1/2012 | |||
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| (a) | The identified awards to Mr. Nanterme granted prior to fiscal 2011 were granted under our French Qualified Sub-plan. Although those awards have generally the same terms and conditions as the corresponding awards granted to executives in other countries, those awards contain additional sales restrictions and provisions that allow the awards to qualify for favorable tax treatment in France. This delayed release arrangement is set forth in the “Nonqualified Deferred Compensation for Fiscal 2012” table below. |
| (b) | Vesting of the 2009 Key Executive Performance Share Program awards, based on the Company’s achievement of specified performance criteria with respect to the period beginning September 1, 2008 and ended August 31, 2011, was determined by the Compensation Committee on October 19, 2011, the stated vesting date. Because as of August 31, 2011, pursuant to the age-based vesting provisions of his award, Mr. Green had fully satisfied the service criteria for vesting, 100% of the earned awards granted to Mr. Green are being treated as having vested in full as of that date. From August 31, 2011 until October 19, 2011, the earned awards made under this program to Messrs. Nanterme, van ’t Noordende, Cole and Campbell and Ms. Craig remained fully subject to service conditions, those awards are being treated as having vested in full as of October 19, 2011. Included in the number of shares awarded upon vesting under this program for Ms. Craig are 39,817 shares that were previously disclosed as having provisionally vested in fiscal 2011. None of the awards under this program actually vested until the stated vesting date of October 19, 2011. |
| (c) | Vesting of the 2010 Key Executive Performance Share Program awards, based on the Company’s achievement of specified performance criteria with respect to the period beginning September 1, 2009 and ended August 31, 2012, was determined by the Compensation Committee on October 18, 2012, the stated vesting date. Because as of August 31, 2012, pursuant to the age-based vesting provisions of their awards, Messrs. Green and Cole had fully satisfied the service criteria for vesting, 100% of the earned awards granted to Messrs. Green and Cole are being treated as having vested in full as of that date. Because, subsequent to August 31, 2012, the earned awards made under this program to Messrs. Nanterme and van ’t Noordende and Ms. Craig remained fully subject to service conditions, those awards are being treated as having vested in full as of October 18, 2012. None of the awards under this program actually vested until the stated vesting date of October 19, 2012. |
| In connection with Mr. Campbell’s resignation from the Company, the Company and Mr. Campbell entered into a separation agreement, the details of which are described in “Potential Payments upon Termination” below. Mr. Campbell fully satisfied the service criteria for vesting as of August 31, 2012 of thirty-thirty-sixths of the award in accordance with the terms of the separation agreement. The award to Mr. Campbell is treated as having vested in full with respect to thirty-thirty-sixths of the RSUs earned as of that date. |
| (d) | On March 21, 2005, in connection with his hiring as a senior executive, Mr. Campbell was awarded the 2005 Senior Executive Bonus Share Program award. The award was to vest in one-tenth installments annually on the anniversary of the grant date through March 21, 2015. Pursuant to the terms of this award, a portion of Mr. Campbell’s cash award from the annual bonus program ($22,500 annually) was used to fund a portion of the 2005 Senior Executive Bonus Share Program award. In connection with Mr. Campbell’s resignation from the Company, no installments will vest following the installments reflected in this table. |
| (e) | In accordance with the terms of the separation agreement that the Company entered into with Mr. Campbell on March 1, 2012, Mr. Campbell was deemed to have fully satisfied the service criteria for the vesting of the identified awards as of that date. The value realized on exercise is calculated by determining the difference between the weighted average sale price of the underlying shares, which were sold upon exercise, and the exercise price of the options. |
| (2) | Reflects the difference between the fair market value of shares acquired upon exercise on the date exercised and the exercise price, multiplied by the number of options exercised. |
| (3) | Reflects the aggregate fair market value of shares vested on the applicable date(s) of vesting. |
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Nonqualified Deferred Compensation for Fiscal 2012
Prior to fiscal 2012, some of Mr. Nanterme’s equity awards were granted under our French Qualified Sub-plan. Although these awards have generally the same terms and conditions as the corresponding awards granted to executives in other countries, these awards contain additional sales restrictions and provisions that allow the awards to qualify for favorable tax treatment in France. Under such sales restrictions and provisions, Accenture plc Class A ordinary shares underlying vested RSUs are not delivered to participants for at least two years. The following table sets forth information with respect to RSUs awarded to Mr. Nanterme that have vested, but for which the underlying Accenture plc Class A ordinary shares were not immediately delivered to him.
| Name |
Executive Contributions in Last Fiscal Year ($) |
Registrant Contributions in Last Fiscal Year ($) |
Aggregate Earnings in Last Fiscal Year ($)(1) |
Aggregate Withdrawals/ Distributions ($)(2) |
Aggregate Balance at Last Fiscal Year End ($)(3) |
|||||||||||||||
| Pierre Nanterme |
— | — | $ | 126,175 | $ | 173,333 | $ | 147,963 | ||||||||||||
| Pamela J. Craig |
— | — | — | — | — | |||||||||||||||
| William D. Green |
— | — | — | — | — | |||||||||||||||
| Alexander M. van ’t Noordende |
— | — | — | — | — | |||||||||||||||
| Martin I. Cole |
— | — | — | — | — | |||||||||||||||
| Kevin M. Campbell |
— | — | — | — | — | |||||||||||||||
| (1) | Represents earnings on undelivered Accenture plc Class A ordinary shares underlying RSUs that have vested, but for which the underlying shares were not immediately delivered to the named executive officer, including adjustments to such awards to reflect Accenture’s payments of dividends on its Accenture plc Class A ordinary shares during fiscal 2012 pursuant to the terms of those awards and adjustments to the aggregate fair market values of the underlying shares and dividend shares. No such earnings are considered above-market or preferential and, accordingly, are not included in the “Summary Compensation Table” above. |
| (2) | Represents the aggregate fair market value on the applicable date of delivery during fiscal 2012 of the Accenture plc Class A ordinary shares underlying RSUs. |
| (3) | Represents the aggregate fair market value at August 31, 2012 of the Accenture plc Class A ordinary shares underlying RSUs that have vested, but for which the underlying shares had not yet been delivered to the named executive officer as of that date. The value is determined based on the August 31, 2012 closing market price of Accenture plc Class A ordinary shares of $61.60 per share. The grant date fair values of such RSUs were not reflected in the “Summary Compensation Table” for the fiscal years in which the RSUs were granted as Mr. Nanterme was not a named executive officer for the years in which such grants were made. |
Potential Payments Upon Termination
Key Executive Performance Share Program
The terms of our equity grant agreements for programs other than the Key Executive Performance Share Program provide for the immediate acceleration of vesting in the event of the termination of the award recipient’s employment due to death or disability. The equity grant agreements for our Key Executive Performance Share Programs provide for provisional vesting of the awards in the event of the termination of the recipient’s employment due to death or disability. Provisional vesting means that, while the timing of vesting of the Key Executive Performance Share Program awards is not accelerated due to death or disability, vesting continues to occur as if the recipient’s employment had not terminated under those circumstances. With respect to each of our named executive officers, the number of RSUs that would have vested under these circumstances and the aggregate market value of such RSUs as of the last business day of fiscal 2012 (based on the closing price per share on August 31, 2012) is equal to the amount and value of shares set forth in the “Stock Awards” columns of the “Outstanding Equity Awards at August 31, 2012” table above. Although vesting cannot yet be determined for the 2011 and 2012 Key
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Executive Performance Share Program awards, as results to date indicate achievement between the maximum and target levels, maximum amounts are included in such table.
In addition, in connection with Mr. Green’s expected retirement from Accenture, effective February 1, 2013, the Board determined to waive the remaining service-based vesting conditions for that portion of Mr. Green’s outstanding awards that is not otherwise scheduled to vest on or prior to his retirement. The waiver of service-based vesting applies to Mr. Green’s awards under the 2011 and 2012 Key Executive Performance Share Programs with respect to his shares of performance-vested RSUs, plus an additional number of shares that could be earned as dividend equivalents in accordance with Mr. Green’s equity award agreements.
Senior Executive Separation Benefits Plan
Our senior executives employed in the United States, including Ms. Craig and Messrs. van ’t Noordende and Cole, are eligible for benefits under our Senior Executive Separation Benefits Plan. With respect to our most senior leaders, this plan provides that, subject to the terms and conditions of the plan, and contingent upon the execution of a separation agreement (which requires, among other things, a complete release of claims and affirmation of existing post-departure obligations, including non-compete and non-solicitation requirements), if the senior executive’s employment is involuntarily terminated, other than for “cause” (as defined under the plan), the terminated executive is entitled to receive the following:
| • | if the termination is for reasons unrelated to performance: (1) an amount equal to six months of base pay, plus (2) one week of pay for each completed year of service (up to an additional two months of base pay), plus (3) a $12,000 COBRA payment (which is related to health and dental benefits); or |
| • | if the termination is for reasons related to performance: (1) an amount equal to four months of base pay, plus (2) an $8,000 COBRA payment. |
In addition, executives terminated involuntarily other than for cause, including those terminated for reasons related to performance, are entitled to 12 months of outplacement benefits, which is provided by an outside firm selected by Accenture, at a maximum cost to Accenture of $11,000 per person.
| Senior Executive Separation Benefits Plan | ||||||||
| Potential Payments if Termination is for Reasons Unrelated to Performance ($)(1) |
Potential Payments if Termination is for Reasons Related to Performance ($)(2) |
|||||||
| Ms. Craig |
$ | 816,000 | $ | 415,500 | ||||
| Mr. van ’t Noordende |
$ | 780,417 | $ | 397,708 | ||||
| Mr. Cole |
$ | 780,417 | $ | 397,708 | ||||
| (1) | Amounts shown in this column reflect, for each applicable named executive officer: (a) an amount equal to eight months of his or her annual base pay, (b) a $12,000 COBRA payment and (c) $11,000 of outplacement services. |
| (2) | Amounts shown in this column reflect, for each applicable named executive officer: (a) an amount equal to four months of his or her annual base pay, (b) a $8,000 COBRA payment and (c) $11,000 of outplacement services. |
Separation Agreement with Mr. Campbell
In connection with his resignation from Accenture, effective March 1, 2012, the Company entered into an agreement with Mr. Campbell, pursuant to which, among other items, Mr. Campbell has agreed that he will not compete with the Company or solicit its clients or employees during the 12-month period following his separation from the Company. In exchange for agreeing to the terms of the separation arrangement, along with signing a general release of claims in favor of Accenture, Mr. Campbell is entitled to receive, among certain other consideration: (1) cash payments of $2 million paid in installments that began in March 2012, plus $1.0 million to be paid on March 1, 2013 and (2) the vesting of unvested equity composed of
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(a) approximately 52,701 shares of time-vested RSUs, plus an additional number of shares to be determined based on actual dividends declared by the Company prior to the regular release dates in accordance with Mr. Campbell’s equity award agreements (“dividend shares”) and (b) up to an additional 90,510 shares of performance-based RSUs (plus related dividend shares), subject to the Company’s achievement of specified performance goals. The separation agreement further provides that, among other remedies available to the Company, Mr. Campbell’s right to receive separation payments will be forfeited, and he will have an obligation to re-pay any separation payments received and forfeit any RSUs that vest pursuant to the separation agreement, in the event that he breaches his restrictive covenants. For the actual value of severance paid to Mr. Campbell during fiscal 2012, see the “All Other Compensation” column of the “Summary Compensation Table” above and the applicable footnote. For the amounts of Mr. Campbell’s unvested equity awards that vested during fiscal 2012, see the “Stock Awards” column of the “Option Exercises and Stock Vested in Fiscal 2012” table above and the applicable footnote. For Mr. Campbell’s performance-based RSUs that will vest in future fiscal years, see the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column of the “Outstanding Equity Awards at August 31, 2012” table and the applicable footnote.
Director Compensation for Fiscal 2012
The Compensation Committee reviews and makes recommendations to the full Board with respect to the compensation of our directors at least every two years. The full Board reviews these recommendations and makes a final determination on the compensation of our directors. In fiscal 2012, the Compensation Committee reviewed the compensation practices of the boards of directors of those peer companies described under “Compensation Discussion and Analysis—Role of Benchmarking” above, and the general market, as well as a study by Pay Governance requested by the committee that (1) concluded that our non-management director compensation had fallen below the market median of our peer group and (2) provided input regarding the compensation of our directors. After review of the committee’s recommendation, the Board approved increases to fiscal 2012 director compensation.
Elements of Director Compensation
Cash Compensation. In fiscal 2012, each non-management director except our lead director was entitled to an annual retainer of $90,000. Our lead director was entitled to an annual retainer of $145,000. The chair of the Audit Committee was entitled to additional annual compensation of $20,000, the chair of the Compensation Committee was entitled to additional annual compensation of $15,000 and the chair of each other committee of the Board was entitled to additional annual compensation of $10,000. Each member of the Audit Committee was also entitled to additional compensation of $5,000, and each member of each of the other committees of the Board was also entitled to additional compensation of $2,500. Each of our non-management directors could elect to receive his or her annual retainer and other compensation for Board committee service entirely in the form of cash, entirely in the form of RSUs or one-half in cash and one-half in RSUs.
Equity Compensation. In fiscal 2012, each non-management director was entitled to an annual grant of RSUs having, at the time of grant, a fair market value of $185,000. Any non-management director newly appointed to the Board was also entitled to an initial grant of RSUs having, at the time of grant, a fair market value of $185,000. Grants of RSUs to our directors are fully vested on the date of grant and future delivery of Accenture plc Class A ordinary shares underlying RSUs is not dependent on a director’s continued service as a Board member. Directors are entitled to receive a proportional number of additional RSUs on outstanding awards if we pay a dividend on Accenture plc Class A ordinary shares. The Accenture plc Class A ordinary shares underlying RSUs are delivered one year after the grant date. Directors may not further defer the delivery of these Class A ordinary shares.
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Other Compensation. Our directors do not receive any non-equity incentive plan compensation, participate in any Accenture pension plans or have any non-qualified deferred compensation earnings. We provide our directors with directors and officers liability insurance as part of our corporate insurance policies. We also reimburse our directors for reasonable travel and related fees and expenses incurred in connection with their participation in Board or Board committee meetings and other related activities such as site visits and presentations in which they engage as directors.
Stock Ownership Requirement
Each non-management director must, within three years of his or her appointment and for the duration of the director’s service, retain ownership of Accenture equity having a fair market value equal to three times the value of the annual equity grants being made to directors at the time at which the ownership requirement is assessed. In fiscal 2012, each of our non-management directors, who had been a director for three or more years, complied with this requirement, except for Mr. Idei, for whom the Board waived this ownership requirement.
The following table provides information on the compensation of our non-management directors in fiscal 2012.
Director Compensation for Fiscal 2012
| Name |
Fees Earned or Paid in Cash ($)(1) |
Stock Awards ($)(2)(3) |
Option Awards ($)(4) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($)(5) |
Total ($) |
|||||||||||||||||||||
| Dina Dublon |
$ | 92,500 | $ | 184,954 | — | — | — | — | $ | 277,454 | ||||||||||||||||||
| Charles H. Giancarlo |
$ | 102,500 | $ | 184,996 | — | — | — | — | $ | 287,496 | ||||||||||||||||||
| Dennis F. Hightower(6) |
$ | 102,500 | $ | 184,954 | — | — | — | — | $ | 287,454 | ||||||||||||||||||
| Nobuyuki Idei |
$ | 92,500 | $ | 184,954 | — | — | — | — | $ | 277,454 | ||||||||||||||||||
| William L. Kimsey |
$ | 112,500 | $ | 184,954 | — | — | — | — | $ | 297,454 | ||||||||||||||||||
| Robert I. Lipp |
$ | 97,500 | $ | 184,954 | — | — | — | — | $ | 282,454 | ||||||||||||||||||
| Marjorie Magner |
$ | 107,500 | $ | 184,954 | — | — | — | — | $ | 292,454 | ||||||||||||||||||
| Blythe J. McGarvie |
$ | 95,000 | $ | 184,954 | — | — | — | — | $ | 279,954 | ||||||||||||||||||
| Mark Moody-Stuart |
$ | 145,000 | $ | 184,954 | — | — | — | — | $ | 329,954 | ||||||||||||||||||
| Gilles C. Pélisson |
$ | 74,325 | $ | 186,917 | — | — | — | — | $ | 261,242 | ||||||||||||||||||
| Wulf von Schimmelmann |
$ | 92,500 | $ | 184,954 | — | — | — | — | $ | 277,454 | ||||||||||||||||||
| (1) | The annual retainers and additional retainers for Board committee service earned by our non-management directors were as follows: |
| Name |
Annual Retainer ($) |
Committee
Chair Fees ($) |
Committee Member Fees ($) |
Total ($) |
||||||||||||
| Dina Dublon |
$ | 90,000 | — | $ | 2,500 | $ | 92,500 | |||||||||
| Charles H. Giancarlo(a) |
$ | 90,000 | $ | 10,000 | $ | 2,500 | $ | 102,500 | ||||||||
| Dennis F. Hightower |
$ | 90,000 | $ | 10,000 | $ | 2,500 | $ | 102,500 | ||||||||
| Nobuyuki Idei |
$ | 90,000 | — | $ | 2,500 | $ | 92,500 | |||||||||
| William L. Kimsey |
$ | 90,000 | $ | 20,000 | $ | 2,500 | $ | 112,500 | ||||||||
| Robert I. Lipp |
$ | 90,000 | — | $ | 7,500 | $ | 97,500 | |||||||||
| Marjorie Magner |
$ | 90,000 | $ | 15,000 | $ | 2,500 | $ | 107,500 | ||||||||
| Blythe J. McGarvie |
$ | 90,000 | — | $ | 5,000 | $ | 95,000 | |||||||||
| Mark Moody-Stuart(b) |
$ | 145,000 | — | — | $ | 145,000 | ||||||||||
| Gilles C. Pélisson(a)(c) |
$ | 70,413 | — | $ | 3,912 | $ | 74,325 | |||||||||
| Wulf von Schimmelmann |
$ | 90,000 | — | $ | 2,500 | $ | 92,500 | |||||||||
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| (a) | Charles H. Giancarlo and Gilles C. Pélisson elected to receive 100% of their annual retainers and additional retainers for Board committee service in the form of fully vested RSUs, with a grant date fair value equal to the amount reported as earned in cash above. |
| (b) | Mark Moody-Stuart chose to waive receipt of the additional $2,500 compensation he was entitled to as a member of the Compensation Committee. |
| (c) | Gilles C. Pélisson, who was appointed to the the Board on April 27, 2012, received a pro rata portion of the standard annual retainer and additional retainer for Board committee service, based on the number of days remaining in fiscal 2012 after the date of his appointment. |
| (2) | Represents aggregate grant date fair value of stock awards, computed in accordance with Topic 718, without taking into account estimated forfeitures. The assumptions made when calculating the amounts are found in Note 11 (Share-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended August 31, 2012. Reflects the grant of whole shares. |
| (3) | The aggregate number of vested RSU awards outstanding at the end of fiscal 2012 for each of our non-management directors was as follows: |
| Name |
Aggregate Number of Restricted Share Unit Awards Outstanding as of August 31, 2012 |
|||
| Dina Dublon |
3,262 | |||
| Charles H. Giancarlo |
5,071 | |||
| Dennis F. Hightower |
3,262 | |||
| Nobuyuki Idei |
3,262 | |||
| William L. Kimsey |
3,262 | |||
| Robert I. Lipp |
3,262 | |||
| Marjorie Magner |
9,529 | |||
| Blythe J. McGarvie |
3,262 | |||
| Mark Moody-Stuart |
3,262 | |||
| Gilles C. Pélisson |
4,654 | |||
| Wulf von Schimmelmann |
3,262 | |||
| (4) | We have not granted any stock options to our directors since fiscal 2004. The aggregate number of previously granted option awards outstanding at the end of fiscal 2012 for each of our non-management directors was as follows: |
| Name |
Aggregate Number of Option Awards Outstanding as of August 31, 2012 |
|||
| Dina Dublon |
10,000 | |||
| Charles H. Giancarlo |
— | |||
| Dennis F. Hightower |
— | |||
| Nobuyuki Idei |
— | |||
| William L. Kimsey |
— | |||
| Robert I. Lipp |
20,000 | |||
| Marjorie Magner |
— | |||
| Blythe J. McGarvie |
5,000 | |||
| Mark Moody-Stuart |
— | |||
| Gilles C. Pélisson |
— | |||
| Wulf von Schimmelmann |
— | |||
All stock option grants are fully vested.
| (5) | The aggregate amount of perquisites and other personal benefits received by each of our non-management directors in fiscal 2012 was less than $10,000. |
| (6) | Dennis F. Hightower resigned from the Board on July 19, 2012. |
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Compensation Committee is composed solely of independent directors: Marjorie Magner, William L. Kimsey and Mark Moody-Stuart. No member of our Compensation Committee during fiscal 2012 was an employee or officer or former employee or officer of Accenture or had any relationships requiring disclosure under Item 404 of Regulation S-K during fiscal 2012. 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 its Compensation Committee during fiscal 2012.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, our directors, executive officers and beneficial owners of more than 10% of Accenture plc’s Class A ordinary shares or Class X ordinary shares are required within a prescribed period of time to report to the SEC transactions and holdings in Accenture plc Class A ordinary shares and Class X ordinary shares. Our directors and executive officers are also required to report transactions and holdings in Accenture SCA Class I common shares. Based solely on a review of the copies of these forms received by us and on written representations from certain reporting persons that no annual corrective filings were required for those persons, we believe that during fiscal 2012 all these filing requirements were satisfied in a timely manner, except for one Form 4 for Accenture plc reporting one transaction for Kevin Campbell caused by an administrative error which prevented its timely filing.
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BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of December 11, 2012, information regarding the beneficial ownership of Accenture plc Class A ordinary shares and Class X ordinary shares and of Accenture SCA Class I common shares held by: (1) each of our directors, director nominees and named executive officers; and (2) all of our directors, director nominees and executive officers as a group. To our knowledge, except as otherwise indicated, each of the persons or entities 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 Exchange Act, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any shares that such person has the right to acquire within 60 days after December 11, 2012. For purposes of computing the percentage of outstanding Accenture plc Class A ordinary shares and/or Class X ordinary shares and/or Accenture SCA Class I common shares held by each person or group of persons named below, any shares that such person or persons has the right to acquire within 60 days after December 11, 2012 are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
| Accenture plc Class A ordinary shares |
Accenture SCA Class I common shares |
Accenture plc Class X ordinary shares |
Percentage of the total number of Class A and Class X ordinary shares beneficially owned | |||||||||||||||||||||||
| Name(1) |
shares beneficially owned |
%
shares beneficially owned |
shares beneficially owned |
%
shares beneficially owned |
shares beneficially owned |
%
shares beneficially owned |
||||||||||||||||||||
| William D. Green(2) |
294,418 | * | % | 80,046 | ** | % | 80,046 | *** | % | ****% | ||||||||||||||||
| Pierre Nanterme(2)(3) |
197,027 | * | 91,597 | ** | 91,597 | *** | **** | |||||||||||||||||||
| Dina Dublon(4)(9) |
50,437 | * | — | — | — | — | **** | |||||||||||||||||||
| Charles H. Giancarlo(10) |
25,235 | * | — | — | — | — | **** | |||||||||||||||||||
| Nobuyuki Idei(9) |
5,940 | * | — | — | — | — | **** | |||||||||||||||||||
| William L Kimsey(9) |
15,777 | * | — | — | — | — | **** | |||||||||||||||||||
| Robert I. Lipp(4)(9) |
172,601 | * | — | — | — | — | **** | |||||||||||||||||||
| Marjorie Magner(9) |
22,940 | * | — | — | — | — | **** | |||||||||||||||||||
| Blythe J. McGarvie(9) |
22,239 | * | — | — | — | — | **** | |||||||||||||||||||
| Sir Mark Moody-Stuart(9) |
77,113 | * | — | — | — | — | **** | |||||||||||||||||||
| Gilles C. Pélisson |
— | — | — | — | — | — | — | |||||||||||||||||||
| Wulf von Schimmelmann(9) |
20,852 | * | — | — | — | — | **** | |||||||||||||||||||
| Pamela J. Craig(2)(5) |
237,167 | * | 159,032 | ** | 155,907 | *** | **** | |||||||||||||||||||
| Kevin M. Campbell(6) |
40,411 | * | — | — | — | — | **** | |||||||||||||||||||
| Martin I. Cole(7) |
126,560 | * | — | — | — | — | **** | |||||||||||||||||||
| Alexander M. van ’t Noordende(8) |
89,458 | * | — | — | — | — | **** | |||||||||||||||||||
| All Directors and Executive Officers as a Group (26 persons)(2)(11) |
2,075,632 | * | 803,575 | 1.6 | % | 688,957 | 1.7 | % | **** | |||||||||||||||||
| * | Less than 1% of Accenture plc’s Class A ordinary shares outstanding. |
| ** | Less than 1% of Accenture SCA’s Class I common shares outstanding. |
| *** | Less than 1% of Accenture plc’s Class X ordinary shares outstanding. |
| **** | Less than 1% of the total number of Accenture plc’s Class A ordinary shares and Class X ordinary shares outstanding. |
| (1) | Address for all persons listed, other than Kevin M. Campbell, is c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA. Address for Kevin M. Campbell is c/o Cohen Pollock Merlin & Smart, 3350 Riverwood Parkway, Suite 1600, Atlanta, GA 30339, USA, Attention: Pepi Friedman. |
| (2) | Subject to the provisions of its articles of association, Accenture SCA is obligated, at the option of the holder of such shares and at any time, to redeem any outstanding Accenture SCA Class I common shares. The redemption price per |
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| share generally is equal to the market price of an Accenture plc Class A ordinary share at the time of the redemption. Accenture SCA has the option to pay this redemption price with cash or by delivering Accenture plc Class A ordinary shares generally on a one-for-one basis as provided for in the articles of association of Accenture SCA. Each time an Accenture SCA Class I common share is redeemed, Accenture plc has the option to, and intends to, redeem an Accenture plc Class X ordinary share from that holder for a redemption price equal to the par value of the Accenture plc Class X ordinary share, or $0.0000225. |
| (3) | Includes 16,237 Accenture plc Class A ordinary shares that could be acquired through the exercise of stock options within 60 days from December 11, 2012. Includes 8,164 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from December 11, 2012. |
| (4) | Includes 10,000 Accenture plc Class A ordinary shares that could be acquired through the exercise of stock options within 60 days from December 11, 2012. |
| (5) | Includes 27,335 Accenture plc Class A ordinary shares that could be acquired through the exercise of stock options within 60 days from December 11, 2012. Includes 14,614 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from December 11, 2012. |
| (6) | Includes 40,105 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from December 11, 2012. |
| (7) | Includes 11,063 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from December 11, 2012. |
| (8) | Includes 12,787 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from December 11, 2012. |
| (9) | Includes 3,303 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from December 11, 2012. |
| (10) | Includes 5,135 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from December 11, 2012. |
| (11) | Includes 149,513 Accenture plc Class A ordinary shares that could be acquired through the exercise of stock options within 60 days from December 11, 2012 and 116,490 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from December 11, 2012. |
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BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT
OF ANY CLASS OF VOTING SECURITIES
Based on information available as of December 11, 2012, no person beneficially owned more than five percent of Accenture plc’s Class X ordinary shares, and the only persons known by us to be a beneficial owner of more than five percent 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 |
% of Shares beneficially owned |
||||||
| Massachusetts Financial Services Company 500 Boylston Street, 10th Floor |
35,885,604 | (1) | 5.5 | %(1) | ||||
| FMR LLC 82 Devonshire Street |
34,510,762 | (2) | 5.4 | %(2) | ||||
| (1) | Based on the information disclosed in a Form 13G filed with the SEC on January 27, 2012 by Massachusetts Financial Services Company and certain related entities reporting sole power to vote or direct the vote over 29,989,918 Class A ordinary shares and sole power to dispose or direct the disposition of 35,885,604 Class A ordinary shares. |
| (2) | Based on the information disclosed in a Form 13G filed with the SEC on February 14, 2012 by FMR LLC and certain related entities reporting sole power to vote or direct the vote over 1,057,667 Class A ordinary shares and sole power to dispose or direct the disposition of 34,510,762 Class A ordinary shares. |
As of December 11, 2012, Accenture beneficially owned an aggregate of 110,870,833 Accenture plc Class A ordinary shares, or 14.7% 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.
SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS
Our annual general meeting of shareholders for 2014 is expected to occur in February 2014. In accordance with the rules established by the SEC, any shareholder proposal submitted pursuant to Rule 14a-8 to be included in the proxy statement for that meeting must be received by us by August 19, 2013. Pursuant to our articles of association, a shareholder must give notice of any intention to propose a person for appointment as a director not less than 120 nor more than 150 days before the date of the proxy statement for our prior year’s annual general meeting. If you would like to submit a shareholder proposal to be included in those proxy materials, you should send your proposal to our General Counsel, Secretary & Chief Compliance Officer, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA. In order for your proposal to be included in the proxy statement, the proposal must comply with the requirements established by the SEC and our articles of association. Unless a shareholder who wishes to present a proposal at the Annual Meeting (other than a proposal to appoint a person as a director outlined above) outside the processes of Rule 14a-8 of the Exchange Act has submitted such proposal to us no later than the close of business on November 1, 2013, subject to applicable rules, we will have discretionary authority to vote on any such proposal with respect to all proxies submitted to us even when we do not include in our proxy statement advice on the nature of the matter and how we intend to exercise our discretion to vote on the matter.
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Irish law provides that shareholders holding not less than 10% of the total voting rights may requisition the directors to call an extraordinary general meeting at any time. The shareholders who wish to requisition an extraordinary general meeting must deposit at Accenture’s principal executive office a written notice, signed by the shareholders requisitioning the meeting and stating the objects of the meeting. If the directors do not within 21 days of the date of deposit of the requisition proceed to convene a meeting to be held within two months of that date, those shareholders (or any of them representing more than half of the total voting rights of all of them) may themselves convene a meeting but any meeting so convened cannot be held after the expiration of three months from the date of deposit of the requisition. These provisions of Irish law are in addition to, and separate from, the requirements that a shareholder must meet in order to have a proposal included in the proxy statement under the rules of the SEC.
SUBMITTING YOUR PROXY BY TELEPHONE OR VIA THE INTERNET
For registered shareholders and current and former Accenture employees who received, through our employee share plans, shares that are held by Smith Barney or UBS, you may submit your proxy either by mail, by telephone or via the Internet. Please see the proxy card that accompanies this proxy statement for specific instructions on how to submit your proxy by any of these methods.
If you submit your proxy by telephone or via the Internet, for your vote to be counted, your proxy must be received by 6:00 a.m., Eastern Standard Time, on February 6, 2013 for registered shareholders and by 8:00 a.m., Eastern Standard Time, on February 1, 2013 for Accenture employees and former employees who are submitting voting instructions for sh