UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant   ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

Accenture plc

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		1)		Title of each class of securities to which transaction applies:
		2)		Aggregate number of securities to which transaction applies:
		3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		4)		Proposed maximum aggregate value of transaction:
		5)		Total fee paid:
☐		Fee paid previously with preliminary materials.
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		1)		Amount Previously Paid:
		2)		Form, Schedule or Registration Statement No.:
		3)		Filing Party:
		4)		Date Filed:

 

 

 

 

 

December 10, 2019

 

DEAR FELLOW SHAREHOLDER:

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

The attached notice of the 2020 annual general meeting of shareholders and proxy statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. Your vote is very important to us. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The Board of Directors recommends that you vote “FOR” each of the proposals as listed on the attached notice.

You may submit your proxy either over the telephone or the Internet. In addition, if you have requested or received a paper copy of the proxy materials, you can vote by marking, signing, dating and returning the proxy card or voter instruction form sent to you in the envelope accompanying the proxy materials.

Thank you for your continued support.

 

Sincerely,
DAVID ROWLAND		JULIE SWEET
Executive Chairman		Chief Executive Officer

A MESSAGE FROM ACCENTURE’S

INDEPENDENT LEAD DIRECTOR

Dear Accenture Shareholders:

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

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

Leadership Transitions—CEO and Chair Succession

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

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

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

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

Lead Director Succession

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

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

 

 

		All the best,
		MARJORIE MAGNER
		Independent Lead Director

 

ACCENTURE 2019 PROXY STATEMENT

 

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

 

 

		DATE Thursday, January 30, 2020   TIME 12:00 pm local time   PLACE The Dock, 7 Hanover Quay Grand Canal Dock, Dublin 2, Ireland   RECORD DATE December 2, 2019   AVAILABILITY OF MATERIALS The proxy statement, our Annual Report for the fiscal year ended August 31, 2019 and our Irish financial statements are available at www.proxyvote.com		◥

 

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

 

		INTERNET   Online at www.proxyvote.com

 

		TELEPHONE   Call 1 (800) 690-6903

 

		MAIL   Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope.

 

		QR CODE   Scan this QR code. Additional software may be required for scanning

 

ITEMS OF BUSINESS

 

1.

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

 

2.

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

 

3.

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

 

4.

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

ANNUAL IRISH LAW PROPOSALS:

 

5.

Grant the Board the authority to issue shares under Irish law

 

6.

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

 

7.

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

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

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

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

By order of the Board of Directors,

 

 

JOEL UNRUCH

General Counsel, Secretary & Chief Compliance Officer

December 10, 2019

 

 

ACCENTURE 2019 PROXY STATEMENT

 

 

PROXY STATEMENT SUMMARY				This Proxy Statement Summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to shareholders on or about December 10, 2019. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting.

MATTERS TO BE VOTED UPON

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

 

Proposals				Required Approval		Board Recommendation		Page Reference
1.		Re-Appointment of Directors		Majority of Votes Cast		FOR each nominee		16
2.		Advisory Vote to Approve Executive Compensation		Majority of Votes Cast		FOR		31
3.		Approve Amended and Restated Accenture plc 2010 Share Incentive Plan		Majority of Votes Cast		FOR		61
4.		Ratify the Appointment and Approve Remuneration of Auditors		Majority of Votes Cast		FOR		70
5.		Grant Board Authority to Issue Shares		Majority of Votes Cast		FOR		72
6.		Grant Board Authority to Opt-Out of Pre-emption Rights		75% of Votes Cast		FOR		73
7.		Determine Price Range for the Re-Allotment of Treasury Shares		75% of Votes Cast		FOR		74

CORPORATE GOVERNANCE HIGHLIGHTS

Accenture (the “Company”) has a history of strong corporate governance. The Company believes good governance is critical to achieving long-term shareholder value. We are committed to governance practices and policies that serve the long-term interests of the Company and its shareholders. The following table summarizes certain highlights of our corporate governance practices and policies:

 

		•   Annual election of directors   •   100% independent Board committees   •   Shareholders holding 10% or more of our outstanding share capital have the right to convene a special meeting   •   9 of our 11 director nominees are independent   •   Strong independent Lead Director, elected by the independent directors   •   Annual board, committee and individual director evaluations and self-assessments   •   Active shareholder engagement				•   Regular executive sessions, where independent directors meet without management, including the executive chairman, present   •   Robust director selection process resulting in an international Board that is diverse in terms of gender, ethnicity, experience, skills and tenure   •   Policy on political contributions and lobbying   •   Board takes active role in Board succession planning and is committed to Board refreshment   •   Proxy access right		◥

 

ACCENTURE 2019 PROXY STATEMENT		Proxy Statement Summary

 

 

Snapshot of Director Nominees

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

BOARD DIVERSITY

 

 

KEY DIRECTOR SKILLS

 

GLOBAL   EXPERTISE

SENIOR LEADERSHIP   EXPERIENCE

INNOVATION AND   TECHNOLOGY

FINANCIAL   EXPERTISE

INVESTMENT   EXPERTISE

PUBLIC COMPANY BOARD   EXPERIENCE

 

		Name		Age		Director Since		Principal Occupation		Independent		Committee Memberships		Other Public Company Boards
		Jaime Ardila		64		2013		Retired Executive Vice President and President, South America, General Motors Company		🌑		● Audit ● Finance (C)		2
		Herbert Hainer		65		2016		Retired CEO, adidas AG		🌑		● Compensation ● Finance		2
		Nancy McKinstry		60		2016		Chairman & CEO, Wolters Kluwer N.V.		🌑		● Compensation (C) ● Nominating & Governance		1
		Gilles C. Pélisson(1)		62		2012		Chairman & CEO, TF1 Group		🌑		● Nominating & Governance (C)		1
		Paula A. Price		58		2014		CFO, Macy’s, Inc.		🌑		● Audit (C) ● Compensation		—
		Venkata (Murthy) Renduchintala		54		2018		Chief Engineering Officer, Intel Corporation		🌑		● Audit		—
		David Rowland		58		2019		Executive Chairman, Accenture plc		—		—		—
		Arun Sarin(2)		65		2015		Retired CEO, Vodafone Group plc		🌑		● Compensation ● Nominating & Governance		3
		Julie Sweet		52		2019		CEO, Accenture plc		—		—		—
		Frank K. Tang		51		2014		Chairman & CEO, FountainVest Partners		🌑		● Finance		1
		Tracey T. Travis		57		2017		CFO, The Estée Lauder Companies Inc.		🌑		● Audit ● Finance		—

 

(1)

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

 

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

 

(C)	Committee Chair.

 

 

ACCENTURE 2019 PROXY STATEMENT		Proxy Statement Summary

 

 

LEADERSHIP TRANSITIONS

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

 

•

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

 

•

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

 

•

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

FINANCIAL HIGHLIGHTS

Fiscal 2019 Company Performance*

 

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

 

REVENUES						NEW BOOKINGS
$43.2B   An increase of 5 percent in U.S. dollars and 8.5 percent in local currency from fiscal 2018. Includes approximately $28 billion from digital, cloud and security-related services—up approximately 20 percent in local currency						$45.5B   Broad-based and strong across the business, with approximately 65 percent in digital, cloud and security-related services
DILUTED EARNINGS PER SHARE						OPERATING MARGIN
$7.36   After adjusting fiscal 2018 EPS of $6.34 to exclude $0.40 in charges related to tax law changes, fiscal 2019 EPS increased 9 percent from adjusted EPS of $6.74 in fiscal 2018						14.6%   An expansion of 20 basis points from fiscal 2018
FREE CASH FLOW						CASH RETURNED TO SHAREHOLDERS
$6.0B   Defined as operating cash flow of $6.6 billion net of property and equipment additions of $599 million, with a free cash flow to net income ratio of 1.2						$4.6B   Defined as share repurchases of $2.7 billion plus cash dividends of $1.9 billion. In fiscal 2019, we paid dividends of $2.92 per share, a 10 percent increase over the prior year

 

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

 

ACCENTURE 2019 PROXY STATEMENT		Proxy Statement Summary

 

 

Historical Financial Performance*

Driving Shareholder Value Through Sustained Financial Performance

For the 3-year period from the end of fiscal 2016 through fiscal 2019, our performance demonstrates our focus on delivering shareholder value.

 

BROAD-BASED REVENUE GROWTH 8% CAGR(1) in US Dollars and local currency     REVENUES   (1) “CAGR” means Compound Annual Growth Rate				SUSTAINED MARGIN EXPANSION 50 Basis Point Expansion     OPERATING MARGIN
STRONG EARNINGS GROWTH 4% CAGR (on a GAAP basis) 11% CAGR (on an adjusted basis)       EARNINGS PER SHARE    GAAP EPS      Adjusted EPS   (2) Fiscal 2016 adjusted diluted EPS of $5.34 were adjusted to exclude the gains on the sale of businesses related to the divestiture of Navitaire and the partial divestiture of Duck Creek Technologies ($1.11 per share)				SIGNIFICANT CASH RETURNED TO SHAREHOLDERS SINCE FISCAL 2016 10% CAGR Dividends per share       CASH RETURNED TO SHAREHOLDERS

 

TOTAL SHAREHOLDER RETURN(3)       (3) The performance graph above shows the cumulative total shareholder return on our Class A shares for the period starting on August 31, 2016, and ending on August 31, 2019. This is compared with the cumulative total returns over the same period of the S&P 500 Stock Index and the S&P 500 Information Technology Sector Index. The graph assumes that, on August 31, 2016, $100 was invested in our Class A shares and $100 was invested in each of the other two indices, with dividends reinvested on the ex-dividend date without payment of any commissions.

 

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

 

 

ACCENTURE 2019 PROXY STATEMENT		Proxy Statement Summary

 

 

2019 INVESTMENT HIGHLIGHTS

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

 

INVESTMENTS IN ACQUISITIONS						DEVELOPING PEOPLE
$1.2B   Capital deployed to further enhance our competitiveness, which was almost exclusively focused on our digital, cloud and security-related capabilities						$973M   Continuing to invest at scale in learning and professional development
RESEARCH AND INNOVATION						PATENTS AND PATENT APPLICATIONS
$800M   Creating and commercializing innovative business strategies and technology solutions						7,400+   Protecting our innovative and unique technology solutions through more than 760 new patent applications filed and 680 new patents granted in fiscal 2019
STRONG LEADERSHIP						INNOVATION ARCHITECTURE
7,400+   Accenture managing directors, with more than 700 managing directors promoted and 400 managing directors hired from outside Accenture in fiscal 2019						100+   World-class innovation facilities strategically located around the globe, where we bring the best of our intellectual property and insights to co-create side-by-side with our clients

 

ACCENTURE 2019 PROXY STATEMENT		Proxy Statement Summary

 

 

OUR STRATEGY

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

 

ACCENTURE 2019 PROXY STATEMENT		Proxy Statement Summary

 

 

COMPENSATION PRACTICES (page 36)

The Compensation Committee oversees the design and administration of the Company’s compensation programs. The Compensation Committee believes that a well-designed, consistently applied compensation program is fundamental to the long-term creation of shareholder value. The following table summarizes some highlights of our compensation practices that drive our named executive officer compensation programs:

 

		WHAT WE DO				◥
		Align our executive pay with performance      Set very challenging performance objectives      Appropriately balance short- and long-term incentives      Align executive compensation with shareholder returns through performance-based equity incentive awards      Use appropriate peer groups when establishing compensation      Implement meaningful equity ownership guidelines      Include caps on individual payouts in short- and long-term incentive plans		Include a clawback policy for our cash and equity incentive awards      Include non-solicitation and non-competition provisions in award agreements, with a clawback of equity under specified circumstances      Mitigate potential dilutive effects of equity awards through our share repurchase programs      Hold an annual “say-on-pay” advisory vote      Conduct annual compensation risk review and assessment      Retain an independent compensation consultant
		WHAT WE DON’T DO				◥
		No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements     No “golden parachutes,” change in control payments or excise tax gross-ups     No change in control “single trigger” equity acceleration provisions		No dividends or dividend equivalents paid until vesting     No hedging or pledging of company shares     No supplemental executive retirement plan     No excessive perquisites

SAY-ON-PAY (page 38)

 

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

 

 

ACCENTURE 2019 PROXY STATEMENT		Proxy Statement Summary

 

 

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

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

 

INTERIM CEO FISCAL 2019 COMPENSATION DECISIONS(1)

 

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

PAY-FOR-PERFORMANCE (page 37)

The Compensation Committee believes that total realizable compensation for the Company’s named executive officers should be closely aligned with the Company’s performance and each individual’s performance. As the graph below shows, the Company’s performance with respect to total shareholder return over a 3-year period was at the 83rd percentile among the companies in our peer group. The realizable total direct compensation for our former chairman and chief executive officer with respect to fiscal years 2017 and 2018 and our interim chief executive officer (and current executive chairman) with respect to fiscal year 2019 (which includes compensation for his services as chief financial officer from September 1, 2018 through January 9, 2019), was at the 64th percentile, which indicates that pay and performance are aligned. See page 37 for a definition of realizable total direct compensation.

 

 

 

ACCENTURE 2019 PROXY STATEMENT

 

 

TABLE OF

CONTENTS

 

CORPORATE GOVERNANCE			1
Corporate Governance Practices			1
Leadership Structure			3
Independent Lead Director; Executive Sessions			3
Director Independence			4
Strategic Oversight			5
Risk Oversight			6
Board Meetings			7
Director Attendance at Annual Meetings			7
Committees of the Board			7
Oversight of Compensation			10
Certain Relationships and Related Person Transactions			11
Shareholder Engagement			12
Political Contributions and Lobbying			12
Corporate Citizenship			13
Communicating with the Board			15
RE-APPOINTMENT OF DIRECTORS			16
Proposal 1: Re-Appointment of Directors			16
Director Characteristics and Succession Planning			16
Board Diversity and Tenure			17
Qualifications and Experience of Director Nominees			18
Process for Selecting New Outside Directors			18
Director Orientation and Continuing Education			19
Process for Shareholders to Recommend Director Nominees			19
Director Biographies			20
DIRECTOR COMPENSATION			26
Elements of Director Compensation			26
Director Compensation for Fiscal 2019			27
BENEFICIAL OWNERSHIP			29
Beneficial Ownership of Directors and Executive Officers			29
Beneficial Ownership of More than 5%			30
EXECUTIVE COMPENSATION			31
Proposal 2: Non-Binding Vote to Approve Executive Compensation			31
Compensation Discussion and Analysis			32
Compensation Committee Report			51
Compensation Committee Interlocks and Insider Participation			51
Summary Compensation Table			52
Grants of Plan-Based Awards for Fiscal 2019			54
Outstanding Equity Awards at August 31, 2019			55
Stock Vested in Fiscal 2019			56
Potential Payments upon Termination			57
Pay Ratio			59
Proposal 3: Approval of Amended and Restated Accenture plc 2010 Share Incentive Plan			61
Securities Authorized for Issuance under Equity Compensation Plans as of August 31, 2019			68

 

ACCENTURE 2019 PROXY STATEMENT		Table of Contents

 

 

AUDIT			69
Audit Committee Report			69
Proposal 4: Non-Binding Ratification of Appointment of Independent Auditors and Binding Authorization of the Board to Determine Its Remuneration			70
Independent Auditor’s Fees			71
Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor			71
ANNUAL IRISH LAW PROPOSALS			72
Proposal 5: Board Authority to Issue Shares			72
Proposal 6: Board Authority to Opt-Out of Pre-emption Rights			73
Proposal 7: Determine Price Range for Re-Allotment of Treasury Shares			74
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			75
ADDITIONAL INFORMATION			79
Availability of Materials			79
Householding of Shareholder Documents			79
Submission of Future Shareholder Proposals			79
About Accenture			80
Reconciliation of Non-GAAP Measures to GAAP Measures			80
Forward-Looking Statements			81
ANNEX A — Amended and Restated Accenture plc 2010 Share Incentive Plan			A-1

We use the terms “Accenture,” the “Company,” “we,” “our” and “us” in this proxy statement to refer to Accenture plc and its subsidiaries. All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on August 31.

 

 

ACCENTURE 2019 PROXY STATEMENT				1

 

 

CORPORATE GOVERNANCE				The Board is responsible for providing governance and oversight over the strategy, operations and management of Accenture. The primary mission of the Board is to represent and protect the interests of our shareholders. The Board oversees our senior management, to whom it has delegated the authority to manage the day-to-day operations of the Company. The Board has adopted Corporate Governance Guidelines, committee charters and a Code of Business Ethics which, together with our Memorandum and Articles

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

 

		Key Corporate Governance Documents				◥
		The following materials are accessible through the Governance Principles section of our website at https://accenture.com/us-en/company-principles:
		•   Corporate Governance Guidelines   •   Code of Business Ethics		•   Committee Charters   •   Memorandum and Articles of Association

Printed copies of all of these documents are also available free of charge upon written request to our Investor Relations Group at Accenture, Investor Relations, 1345 Avenue of the Americas, 6th Floor, New York, New York 10105, USA. Accenture’s Code of Business Ethics is applicable to all of our directors, officers and employees. If the Board grants any waivers from our Code of Business Ethics to any of our directors or executive officers, or if we amend our Code of Business Ethics, we will, if required, disclose these matters through our website on a timely basis.

CORPORATE GOVERNANCE PRACTICES

Accenture has a history of strong corporate governance. We are committed to governance policies and practices that serve the interests of the Company and its shareholders. Over the years, our Board has evolved our practices in the interests of Accenture’s shareholders. Our governance practices and policies include the following, among other things:

 

Annual election of all directors		All of our directors are elected annually.
Authority to call special meetings		Shareholders holding 10% or more of our outstanding share capital have the right to convene a special meeting.
No shareholder rights plan (“poison pill”)		The Company does not have a poison pill.
Proxy access right		Eligible shareholders can (subject to certain requirements) include their own qualified director nominees in our proxy materials.
Independent Board		All of our directors are independent except for our executive chairman and our chief executive officer.
100% independent Board committees		Each of our 4 committees consists solely of independent directors. Each standing committee operates under a written charter, which is reviewed annually, that has been approved by the Board.
Strong independent Lead Director, elected by the independent directors		We have an independent Lead Director of the Board who has comprehensive duties that are set forth in the Company’s Corporate Governance Guidelines, including leading regular executive sessions of the Board, where independent directors meet without management, including the executive chairman, present.

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		3

 

 

LEADERSHIP STRUCTURE

Our Corporate Governance Guidelines provide the Board with the flexibility to choose the appropriate Board leadership structure for the Company based on what it believes is best for Accenture and its shareholders at a given point in time. Our Corporate Governance Guidelines also provide that if the same person holds the chairman and chief executive officer roles or if the chairman is not independent, the independent directors of the Board will designate one of the independent directors to serve as the independent Lead Director.

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

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

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

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

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

INDEPENDENT LEAD DIRECTOR; EXECUTIVE SESSIONS

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

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

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

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		4

 

 

Independent Lead Director Responsibilities

 

Board Matter		Responsibility
Agendas		Providing input on issues for Board consideration, helping set and approving the Board agenda, ensuring that adequate information is provided to the Board, helping ensure that there is sufficient time for discussion of all agenda items and approving schedules for Board meetings.
Board meetings		Presiding at all meetings of the Board at which the executive chairman is not present.
Executive sessions		Authority to call meetings of independent directors and presiding at all executive sessions of the independent directors.
Communicating with directors		Acting as a liaison between the independent directors, the executive chairman and the chief executive officer.
Communicating with shareholders		If requested by major shareholders, being available for consultation and direct communication. Serving as a liaison between the Board and shareholders on investor matters.

The Board believes that one of the key elements of effective, independent oversight is that the independent directors meet in executive session on a regular basis without the presence of management, including the executive chairman. Accordingly, our independent directors meet separately in executive session at each regularly scheduled in-person Board meeting. Our independent directors held 4 executive sessions during fiscal 2019, all of which were led by the independent Lead Director.

DIRECTOR INDEPENDENCE

The Board has adopted categorical standards designed to assist the Board in assessing director independence (the “Independence Standards”), which are included in our Corporate Governance Guidelines. The Corporate Governance Guidelines and the Independence Standards have been designed to comply with the standards required by the New York Stock Exchange (“NYSE”). Our Corporate Governance Guidelines state that the Board shall perform an annual review of the independence of all directors and nominees and that the Board shall affirmatively determine that, to be considered independent, a director must not have any direct or indirect material relationship with Accenture. In addition, committee members are subject to any additional independence requirements that may be required by applicable law, regulation or NYSE listing standards.

In making its independence recommendations, the Nominating & Governance Committee evaluates the various commercial, charitable and employment transactions and relationships known to the committee that exist between us and our subsidiaries and the directors and the entities with which certain of our directors or members of their immediate families are, or have been, affiliated (including those identified through our annual directors’ questionnaires). Furthermore, the Nominating & Governance Committee discusses other relevant facts and circumstances regarding the nature of these transactions and relationships to determine whether other factors, regardless of the Independence Standards, might compromise a director’s independence.

Based on its analysis, the Nominating & Governance Committee recommended, and the Board determined that, other than David Rowland and Julie Sweet, each of our directors (Jaime Ardila, Herbert Hainer, Marjorie Magner, Nancy McKinstry, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala, Arun Sarin, Frank K. Tang and Tracey T. Travis) is independent under all applicable standards, including those applicable to committee service. The Board concurred in these recommendations. In addition, the Board determined that Charles H. Giancarlo, who was not subject to re-appointment at the 2019 Annual Meeting, was independent during the period he served on the Board during fiscal 2019. In reaching its determinations, the Nominating & Governance Committee and the Board considered that during fiscal 2019, Nancy McKinstry, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala, Tracey T. Travis and Charles H. Giancarlo were employed by organizations that do business with Accenture. The amount received by Accenture or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either Accenture’s or such organization’s consolidated gross revenues.

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		5

 

 

STRATEGIC OVERSIGHT

The Board is responsible for providing governance and oversight regarding the strategy, operations and management of Accenture. Acting as a full Board and through the Board’s 4 standing committees, the Board is involved in the Company’s strategic planning process. Periodically, the Board holds a strategy retreat during which members of Accenture Leadership present the Company’s overall corporate strategy and seek input from the Board. At subsequent meetings, the Board continues to review the Company’s progress against its strategic plan. In addition, throughout the year, the Board will review specific strategic initiatives where the Board will provide additional oversight. The Board is continuously engaged in providing oversight and independent business judgment on the strategic issues that are most important to the Company.

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		6

 

 

RISK OVERSIGHT

The Board is responsible for overseeing the Company’s enterprise risk management (“ERM”) program. As described more fully below, the Board fulfills this responsibility both directly and through its standing committees, each of which assists the Board in overseeing a part of the Company’s overall risk management.

The Company’s chief operating officer, who is a member of our global management committee and reports to our chief executive officer, coordinates the Company’s ERM program. The responsibility for managing each of the highest-priority risks is assigned to one or more members of our global management committee. The Company’s ERM program is designed to identify, assess and manage the Company’s risk exposures. As part of its ERM program, the Company:

 

 

THE BOARD		◥
The Board plays a direct role in the Company’s ERM program. In that regard, the Board receives quarterly reports from the chairs of each of the Board’s committees, which include updates when appropriate, with respect to the risks overseen by the respective committees. In addition, the chief operating officer briefs the Board annually and provides a detailed review of the Company’s ERM program, including the annual risk assessment process, program scope and status of priority risks, among other things. The committees of the Board oversee specific areas of the Company’s risk management, which are described below.
AUDIT COMMITTEE		◥
The Audit Committee reviews our guidelines and policies with respect to risk assessment and management and our major financial risk exposures, along with the monitoring and control of these exposures. As needed, the committee reviews the risks believed to be the most important and, at a minimum, the chief operating officer provides the Audit Committee a quarterly update on the ERM program. The Audit Committee also discusses with the chairs of the Finance and Compensation Committees the risk assessment process for the risks overseen by those committees on at least an annual basis.
COMPENSATION COMMITTEE		◥
The Compensation Committee reviews, and discusses with management, management’s assessment of certain risks, including whether any risks arising from the Company’s compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.
FINANCE COMMITTEE		◥
The Finance Committee reviews, and discusses with management, financial-related risks facing the Company, including foreign exchange, counterparty and liquidity-related risks, major acquisitions, and the Company’s insurance and pension exposures.
NOMINATING & GOVERNANCE COMMITTEE		◥
The Nominating & Governance committee evaluates the overall effectiveness of the Board and its committees, including its focus on the most critical issues and risks.

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

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		7

 

 

BOARD MEETINGS

During fiscal 2019, the Board held 9 meetings, 5 of which were held in person. The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable committee meetings and each annual general meeting of shareholders. Directors are also expected to become familiar with Accenture’s organization, management team and operations in connection with discharging their oversight responsibilities.

 

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

DIRECTOR ATTENDANCE AT ANNUAL MEETINGS

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

COMMITTEES OF THE BOARD

The Board has an Audit Committee, a Compensation Committee, a Finance Committee and a Nominating & Governance Committee. From time to time, the Board may also create ad hoc or special committees for certain purposes in addition to these 4 standing committees. Each committee consists entirely of independent, non-employee directors. The charter of each committee provides that non-management directors who are not members of such committee may nonetheless attend the meeting of that committee, but may not vote. The table below lists the current membership of each committee and the number of meetings held in fiscal 2019.

In support of our belief that diversity with respect to committee tenure is important in order to provide for both fresh perspectives and deep experience and knowledge of the Company, in fiscal 2019, Nancy McKinstry became chair of the Compensation Committee. Effective January 31, 2020, subject to his re-election at the Annual Meeting, Arun Sarin will become the Nominating & Governance Committee chair.

 

		Committees
Board Member		Audit		Compensation		Finance		Nominating & Governance
Jaime Ardila(1)		🌑				C
Herbert Hainer				🌑		🌑
Marjorie Magner(2)				🌑				🌑
Nancy McKinstry				C				🌑
Gilles C. Pélisson(3)(4)								C
Paula A. Price(1)		C		🌑
Venkata (Murthy) Renduchintala		🌑
Arun Sarin(5)				🌑				🌑
Frank K. Tang						🌑
Tracey T. Travis(1)		🌑				🌑
Number of Meetings in Fiscal 2019		9		8		6		8

🌑 Member        C Chair

 

(1)	Audit Committee Financial Expert as defined under SEC rules.

 

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

 

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

 

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

 

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

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		8

 

 

AUDIT

COMMITTEE

 

 

 

Oversees the Company’s accounting, financial reporting processes and audits of financial statements and internal controls		◥		The Audit Committee’s primary responsibilities include oversight of the following:   •   the quality and integrity of the Company’s accounting and reporting practices and controls, and the financial statements and reports of the Company;   •   the Company’s compliance with legal and regulatory requirements;   •   the independent auditor’s qualifications and independence; and   •   the performance of the Company’s internal audit function and independent auditors.   The Board has determined that each member of the Audit Committee meets the financial literacy and independence requirements of the Securities & Exchange Commission (the “SEC”) and the NYSE applicable to audit committee members and that each of Jaime Ardila, Paula A. Price and Tracey T. Travis also qualifies as an “audit committee financial expert” for purposes of SEC rules. Further, the Board has determined that each member of the Audit Committee qualifies as an independent director and possesses the requisite competence in accounting or auditing to satisfy the requirements for audit committees required by the Companies Act 2014.   No member of the Audit Committee may serve on the audit committee of more than 3 public companies, including Accenture, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and discloses such determination in accordance with NYSE requirements. No member of the Audit Committee currently serves on the audit committees of more than 3 public companies, including Accenture.
MEMBERS ALL INDEPENDENT       Paula A. Price (Chair)   Jaime Ardila   Venkata (Murthy) Renduchintala   Tracey T. Travis

 

FINANCE

COMMITTEE

 

 

 

Oversees the Company’s capital and treasury activities		◥		The Finance Committee’s primary responsibilities include oversight of the Company’s:   •   capital structure and corporate finance strategy and activities;   •   share redemption and purchase activities;   •   treasury function, investment management and financial risk management;   •   defined benefit and contribution plan investment planning;   •   insurance plans; and   •   major acquisitions, dispositions, joint ventures or similar transactions.
MEMBERS ALL INDEPENDENT     Jaime Ardila (Chair)   Herbert Hainer   Frank K. Tang   Tracey T. Travis

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		9

 

 

NOMINATING & GOVERNANCE

COMMITTEE

 

 

 

Oversees the Company’s corporate governance practices and processes		◥				The Nominating & Governance Committee’s primary responsibilities include oversight of the following:   •   assessing and selecting/nominating (or recommending to the Board for its selection/nomination) strong and capable candidates to serve on the Board;   •   making recommendations as to the size, composition, structure, operations, performance and effectiveness of the Board;   •   overseeing the Company’s chief executive officer succession process;   •   together with the Compensation Committee, conducting an annual review of the Company’s chief executive officer and executive chairman, if any;   •   developing and recommending to the Board a set of corporate governance principles, including independence standards; and   •   taking a leadership role in shaping the corporate governance of the Company.   Consistent with its duties and responsibilities, the Nominating & Governance Committee also conducts an annual confidential survey of the Board, which is designed to evaluate the operation and performance of the Board and each of its committees.
MEMBERS ALL INDEPENDENT       Gilles C. Pélisson (Chair)   Marjorie Magner (Not subject to re-appointment at the Annual Meeting)   Nancy McKinstry   Arun Sarin (Will become Chair of the Committee effective January 31, 2019)

 

		Board and Committee Assessments—A Multi-Step Process
				CONFIDENTIAL EVALUATIONS		◥
				At least annually, each committee undertakes an evaluation of its performance and the performance of its members, in accordance with its respective committee charter. Each director also undertakes an evaluation of the Board more generally as well as the independent Lead Director.
				INTERVIEWS		◥
				The independent Lead Director and chair of the Nominating & Governance Committee also conduct a candid, in-person self-assessment interview with each Board member, designed to enhance his or her participation and role as a member of the Board, as well as to assess the competencies and skills each individual director is expected to bring to the Board.
				BOARD SUMMARY		◥
				Summaries of the committee, Board and independent Lead Director evaluations are provided to the Board.
				FEEDBACK INCORPORATED		◥
				Policies and practices are updated as appropriate as a result of director feedback.

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		10

 

 

COMPENSATION

COMMITTEE

 

Oversees the Company’s global compensation philosophy, policies and programs		◥		The Compensation Committee’s primary responsibilities include oversight of the following:   •   together with the Nominating & Governance Committee, conducting an annual review of the Company’s executive chairman, if any, and chief executive officer;   •   setting the compensation of our executive chairman, if any, our chief executive officer and members of our global management committee;   •   overseeing the Company’s equity-based plans; and   •   reviewing and making recommendations to the full Board regarding Board compensation.   The Board has determined that each member of the Compensation Committee meets the independence requirements of the SEC and NYSE applicable to compensation committee members.
MEMBERS ALL INDEPENDENT       Nancy McKinstry (Chair)   Herbert Hainer   Marjorie Magner (Not subject to re-appointment at the Annual Meeting)   Nancy McKinstry   Paula A. Price   Arun Sarin

OVERSIGHT OF COMPENSATION

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

 

•

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

•

Nominating & Governance Committee. Together with the Compensation Committee, the Nominating & Governance Committee reviews the performance of, and provides a performance rating for, our executive chairman, if any, and our chief executive officer.

 

•

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

 

•

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

 

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		11

 

 

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Review and Approval of Related Person Transactions

The Board has adopted a written Related Person Transactions Policy, which provides that all related person transactions covered by the policy must be reviewed and approved or ratified by the Board or by the Nominating & Governance Committee. The Related Person Transactions Policy applies to any transaction that would be required by the SEC to be disclosed in our proxy statement.

The Nominating & Governance Committee or the Board, as applicable, will not approve or ratify any related person transaction unless, after considering all relevant information, it has determined that the transaction is in, or is not inconsistent with, the best interests of the Company and our shareholders and complies with applicable law. In reviewing related person transactions, the Nominating & Governance Committee or the Board will consider all relevant facts and circumstances, including, among others:

 

•

the nature of the related person’s interest in the transaction and the material terms of the transaction, including the importance of the transaction both to the related person and to Accenture;

 

•

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

 

•

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

Certain Related Person Transactions

From time to time, institutional investors, such as large investment management firms, mutual fund management organizations and other financial organizations, become beneficial owners of 5% or more of our Class A ordinary shares and, as a result, are considered “related persons” under the Related Person Transactions Policy. We may conduct business with these organizations in the ordinary course. During fiscal 2019, the following transactions occurred with investors who reported beneficial ownership of 5% or more of the Company’s voting securities. Each of the following transactions was entered into on an arm’s-length basis in the ordinary course and in accordance with our Related Person Transactions Policy described above:

 

•

We provided consulting and outsourcing services to The Vanguard Group (“Vanguard”), which, together with its affiliates, beneficially owned approximately 8.5% of our outstanding Class A ordinary shares based on information disclosed in a Schedule 13G/A filed with the SEC on February 11, 2019. Accenture recorded revenues of approximately $13.6 million for these services. In addition, Vanguard and its affiliates received investment management fees totaling approximately $3.2 million with respect to mutual funds offered under the Company’s global retirement programs.

•

BlackRock, Inc. (“BlackRock”) and its affiliates received investment management fees totaling approximately $1.6 million with respect to mutual funds offered under the Company’s global retirement programs. BlackRock, together with its affiliates, beneficially owned approximately 6.4% of our outstanding Class A ordinary shares based on information disclosed in a Schedule 13G/A filed with the SEC on February 4, 2019.

 

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		12

 

 

SHAREHOLDER ENGAGEMENT

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

 

This year, as part of our recurring engagement with shareholders, our outreach included, among other things, an update on our environmental, social and governance initiatives. In a combined effort with Investor Relations and Legal teams, we reached out to our top 30 shareholders. The discussions occurred in October through December 2019. The feedback received from our shareholder outreach efforts is communicated to and considered by the Board, and our engagement activities have produced valuable feedback that helps inform our decisions and our strategy, when appropriate.		Engaged with holders of more than 35% of our shares outstanding, including approximately		◥

POLITICAL CONTRIBUTIONS AND LOBBYING

Pursuant to the Company’s political contributions and lobbying policy, the Company has a long-standing global policy against making contributions to political parties, political committees or candidates using company resources, even where permitted by law. In the United States, Accenture maintains a political action committee (the “PAC”) that is registered with the Federal Election Commission and makes federal political contributions on a bipartisan basis to political parties, political committees and candidates. The contributions made by the PAC are not funded by corporate funds and are fully funded by voluntary contributions made by Accenture Leaders in the United States. The Company does not penalize in any way Accenture Leaders who do not contribute to the PAC.

In addition, when we determine it is in the best interest of the Company, we work with governments to provide information and perspective that support our point of view, through our lobbyists and grassroots lobbying communications. We disclose our U.S. federal, state and local lobbying activity and expenditures as required by law. The Audit Committee and senior management have oversight over political, lobbying and other grassroots advocacy activities. The Company’s political contributions and lobbying policy is available on our website at https://www.accenture.com/us-en/company-political-contributions-policy.

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		13

 

 

CORPORATE CITIZENSHIP

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

 

OUR COMMITMENT STARTS AT THE TOP		We are committed to delivering value for all our stakeholders. This includes being a responsible business in how we serve our clients, which creates value in our communities and for our people. Helping our clients succeed has an impact on the millions of people they employ and the communities where we all work and live.
		Julie Sweet Chief Executive Officer

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

 

		SHAPING RESPONSIBLE BUSINESS   We have always believed that a responsible approach to business is fundamental to success.						INNOVATING FOR SOCIETY   Through the ingenuity of our people, our technology expertise and a broad ecosystem of partners, we innovate at a scale that helps address significant social issues.
Integrity. A commitment to ethics, human rights and strong corporate governance are key elements of our business strategy that are essential for growth, give us a competitive advantage and help to safeguard our people, clients, brand and financial performance. We’re proud to have been recognized among Ethisphere’s World’s Most Ethical Companies for 12 consecutive years.   Sustainability. We are committed to doing our part to protect the planet and to helping those around us pursue their environmental goals. In September 2019, we announced our commitment to using 100% renewable energy across our global office portfolio by 2023. Shifting to renewable forms of power is a critical step toward achieving the Science-Based Target we set to reduce our absolute greenhouse gas emissions 11% by 2025 against our 2016 baseline.   Supply Chain. With a multi-billion-dollar supply chain, we have the purchasing power to drive positive change on a global scale. We work closely with our suppliers to promote shared values and advance key priorities, such as sustainability, inclusion and diversity, human rights and innovation. Our ambition is to shift the culture of buying both inside and outside our company, while generating long-term value for our clients, our suppliers and our communities.						Technology & Society. We are using the power of new technologies to address a variety of complex societal challenges in areas such as health, human rights, inclusion and environmental sustainability. Through these technologies, we can create solutions that make a positive, lasting impact for people and communities in ways that were not previously possible.   Skills to Succeed. Through our Skills to Succeed initiative, we are addressing—at scale—the global need for skills that open doors to employment and economic opportunity, continually evolving our programs to focus on relevant skills. To date, with our strategic partners, we have equipped more than 2.8 million people with the skills to get a job or build a business, and in 2018 we committed more than US$200 million over the next three years to help equip people around the world with job skills for the digital age.   Social Innovators. Inspired by the difference that our people around the world are making, we are centralizing how we use innovation to tackle a number of challenging issues. This company-wide initiative brings our innovators together in a virtual community to learn best practices, to create global events and design competitions and to share ideas and success stories with colleagues around the globe.

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

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		14

 

 

Our People
People are our most important source of competitive strength. We are focused on creating a truly human environment, where our people can be their best selves, both professionally and personally. We have a relentless focus on helping them develop skills to remain at the forefront of both technology and industry. To do this, we invest nearly US$1 billion annually in continuous learning and professional development opportunities that are customized for each individual and specialized to ensure our people are highly relevant.
		We are proud to be recognized as an employer of choice for the world’s innovators by many respected organizations, including Business Today/People Strong’s Best Companies to Work For in India – 8 consecutive years, The Sunday Times Best 25 Big Companies to Work For in the UK – 4 consecutive years and FORTUNE’s 100 Best Companies to Work For in the US – 11 consecutive years.

Workplace Respect

 

		Respect for the individual flows through everything we do, helping shape our culture and define our character. We are committed to fostering a trusting, open and inclusive environment where each person is treated in a manner that reflects our values.   The first fundamental behavior featured in our Code of Business Ethics is “Make Your Conduct Count,” which articulates five locally relevant yet globally applicable standards that guide our people’s behavior across our diverse organization. The standards are treating each other with respect, conducting ourselves with the highest standards of professional behavior, not engaging in discrimination, speaking up without fear of retaliation and avoiding personal conflicts of interest.   This framework creates a foundation for a respectful, inclusive and ethical environment that helps us inspire our people. We believe these ethical behaviors are critical to the success of our business.

Advancing Inclusion & Diversity

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

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

Gender Diversity

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

 

 

 

ACCENTURE 2019 PROXY STATEMENT		Corporate Governance		15

 

 

COMMUNICATING WITH THE BOARD

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

Address correspondence to: Attention: General Counsel, Secretary and Chief Compliance Officer, Accenture, 161 N. Clark Street, Chicago, Illinois, 60601, USA.

Ethics Concerns or Complaints?

Separately, we also have established mechanisms for receiving, retaining and addressing concerns or complaints. Our Code of Business Ethics and underlying policies prohibit any retaliation or other adverse action against anyone for raising a concern. Employees may raise concerns in a confidential and/or anonymous manner in accordance with the instructions for the Accenture Business Ethics Helpline, which are available on the website at the address below.

Website: https://businessethicsline.com/accenture

 

ACCENTURE 2019 PROXY STATEMENT				16

 

 

PROPOSAL 1: RE-APPOINTMENT OF DIRECTORS				Accenture’s directors are elected at each annual general meeting of shareholders and hold office for 1-year terms or until their successors are duly elected (unless his or her office is vacated earlier in accordance with our Articles of Association).   All of the director nominees are current Board members. The Nominating & Governance Committee reviewed the performance and qualifications of the directors listed below and recommended to the Board, and the Board approved, that each be recommended to shareholders for re-appointment to serve for an additional 1-year term.

David Rowland was appointed by the Board as a director effective January 10, 2019 and was appointed executive chairman effective September 1, 2019. Julie Sweet became chief executive officer of the Company and was appointed by the Board as a director effective September 1, 2019. Both David Rowland and Julie Sweet are subject to re-appointment by our shareholders at the Annual Meeting. In addition, in connection with our efforts to continually refresh the Board, Marjorie Magner, who currently serves as our independent Lead Director, is not subject to re-appointment at the Annual Meeting and will step down, effective at the completion of the Annual Meeting. We thank Ms. Magner for her leadership, dedicated service to the Company and our shareholders and many contributions to the Board, particularly during the past year of leadership transitions. The independent directors have appointed Gilles Pélisson, one of our current independent directors, to become our independent Lead Director, effective at the completion of the Annual Meeting and subject to his re-election at the Annual Meeting.

All of the nominees have indicated that they will be willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to appoint that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board.

As required under Irish law and our Articles of Association, the resolution in respect of this Proposal 1 is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast with respect to each director nominee.

THE TEXT OF THE RESOLUTION IN RESPECT OF

PROPOSAL 1 IS AS FOLLOWS:

“By separate resolutions, to re-appoint the following eleven directors: Jaime Ardila; Herbert Hainer; Nancy McKinstry; Gilles C. Pélisson; Paula A. Price; Venkata (Murthy) Renduchintala; David P. Rowland; Arun Sarin; Julie Sweet; Frank K. Tang and Tracey T. Travis.”

 

DIRECTOR CHARACTERISTICS AND SUCCESSION PLANNING

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

Consistent with the Company’s Corporate Governance Guidelines, the Nominating & Governance Committee seeks to ensure that the Board is composed of individuals whose particular backgrounds, skills and expertise, when taken together, will provide the Board with the range of skills and expertise to guide and oversee Accenture’s strategy, operations and management. The Nominating & Governance Committee seeks candidates who, at a minimum, have the following characteristics:

 

 

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

 

 

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

BOARD DIVERSITY AND TENURE

Consistent with the Company’s Corporate Governance Guidelines, the Nominating & Governance Committee also seeks geographic, age, gender and ethnic diversity among the members of the Board. While the Board has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees, the Nominating & Governance Committee and the Board believe that considering diversity is consistent with the goal of creating a Board that best serves the needs of the Company and the interests of its shareholders, and it is one of the many factors that they consider when identifying individuals for Board membership.

In addition, we believe that diversity with respect to tenure is important in order to provide for both fresh perspectives and deep experience and knowledge of the Company. Therefore, we aim to maintain an appropriate balance of tenure across our directors. In furtherance of the Board’s active role in Board succession planning, the Board has appointed 7 new directors since 2015.

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

BOARD DIVERSITY

 

GENDER				ETHNICITY				GLOBAL

 

BOARD COMMITTEES CHAIRED BY WOMEN

SIGNIFICANT BOARD REFRESHMENT

AGE DISTRIBUTION

New Directors Over Past 5 Years

Average Age   of Director   Nominees

of Committees Chaired by Women

Age range: 51 – 65

BOARD TENURE

 

 

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

 

 

QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES

In considering each director nominee for the Annual Meeting, the Board and the Nominating & Governance Committee evaluated such person’s background, qualifications, attributes and skills to serve as a director. The Board and the Nominating & Governance Committee considered the nomination criteria discussed above, as well as the years of experience many directors have had working together on the Board and the deep knowledge of the Company they have developed as a result of such service. The Board and the Nominating & Governance Committee also evaluated each of the director’s contributions to the Board and role in the operation of the Board as a whole.

We believe our director nominees bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of deep knowledge of the Company and fresh perspectives. The table below summarizes some of the experience, qualifications, attributes and skills of our director nominees. This high-level summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions to the Board; we look to each director to be knowledgeable in these areas. We have identified below the areas where each director has specific expertise or prominence that he or she brings to the Board. Further information on each director nominee, including some of their specific experience, qualifications, attributes or skills is set forth in the biographies on pages 20 to 25 of this proxy statement.

 

 

 

*	We look to each director to be knowledgeable in these areas. However, we have included a director in each of the areas where the director has specific expertise or prominence that he or she brings to the Board.

PROCESS FOR SELECTING NEW OUTSIDE DIRECTORS

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

 

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

 

 

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

Accenture’s orientation program for new directors includes a discussion of a broad range of topics, including the background of the Company, the Board and its governance model, Accenture’s strategy and business operations, its financial statements and capital structure, the management team, key industry and competitive factors, the legal and ethical responsibilities of the Board and other matters crucial to the ability of a new director to fulfill his or her responsibilities. Our directors are expected to keep current on issues affecting Accenture and its industry and on developments with respect to their general responsibilities as directors. Accenture will either provide or pay for ongoing director education.

PROCESS FOR SHAREHOLDERS TO RECOMMEND DIRECTOR NOMINEES

Our Corporate Governance Guidelines and Articles of Association address the processes by which shareholders may recommend director nominees, and the policy of the Nominating & Governance Committee is to welcome and consider any such recommendations. If you would like to recommend a future nominee for Board membership, you can submit a written recommendation in accordance with our Articles of Association and applicable law, including the name and other pertinent information for the nominee, to: Chair of the Nominating & Governance Committee, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA, Attention: General Counsel, Secretary and Chief Compliance Officer. As provided for in our Corporate Governance Guidelines, the Nominating & Governance Committee uses the same criteria for evaluating candidates regardless of the source of referral. Please note that Article 84(a)(ii) of our Articles of Association prescribes certain timing and nomination requirements with respect to any such recommendation and Article 84(b) prescribes certain other requirements if an eligible shareholder wishes to have their nominee included in our proxy materials for our annual general meeting (see “Additional Information—Submission of Future Shareholder Proposals” for additional details on how to submit a director nominee for our 2021 annual general meeting).

 

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

 

 

DIRECTOR BIOGRAPHIES

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

JAIME

ARDILA

 

DIRECTOR SINCE 2013   INDEPENDENT   64 YEARS OLD   AUDIT COMMITTEE (Member)   FINANCE COMMITTEE (Chair)		Jaime Ardila was formerly the executive vice president of automobile manufacturer General Motors Company (“GM”), president of GM’s South America region and was a member of GM’s executive committee, from 2010 until his retirement in March 2016. He previously served as president and managing director of GM’s operations in Brazil, Argentina, Uruguay and Paraguay from November 2007 to June 2010. Prior to serving in that role, he served as vice president and chief financial officer of GM’s Latin America, Africa and Middle East region from March 2003 to October 2007, as president and managing director of GM Argentina from March 2001 to February 2003, and as president of GM Colombia from March 1999 to March 2001. Mr. Ardila joined GM in 1984 and held a variety of financial and senior positions with the company, primarily in Latin America, as well as in Europe and the United States. From 1996 to 1998, Mr. Ardila served as the managing director, Colombian Operations, of N M Rothschild & Sons Ltd and then rejoined GM in 1998 as president of GM Ecuador.   Mr. Ardila is chairman of the board of Goldman Sachs BDC, Inc. and a director of Nexa Resources S.A. He previously served on the board of Ecopetrol S.A. from 2016 to 2019.     SPECIFIC EXPERTISE: Mr. Ardila brings to the Board significant managerial, operational and global experience as a result of the various senior positions he has held with GM, including as executive vice president of GM and president of GM South America. The Board also benefits from his broad experience in manufacturing and knowledge of the Latin American market.

HERBERT

HAINER

 

DIRECTOR SINCE 2016   INDEPENDENT   65 YEARS OLD   COMPENSATION COMMITTEE (Member)   FINANCE COMMITTEE (Member)		Herbert Hainer was the chief executive officer of the sporting goods company adidas AG (“adidas”) from March 2001 until his retirement in September 2016. Mr. Hainer was also a member of the adidas executive board from March 1997 until his retirement. Mr. Hainer previously served as senior vice president of sales and logistics of adidas in Europe, Africa and the Middle East from 1996 until March 1997. Prior to serving in that role, he served as managing director of sales and logistics of adidas Germany from 1993 until 1995 and prior to that as national sales director of adidas Germany from 1991 until 1993. Mr. Hainer joined adidas in 1987 and held a variety of senior positions with the company. From 1979 to 1987, Mr. Hainer served as division manager sales and marketing Germany of Procter & Gamble GmbH.   Mr. Hainer is a director of Deutsche Lufthansa AG and Allianz SE.     SPECIFIC EXPERTISE: Mr. Hainer brings to the Board significant managerial, operational and global experience as a result of the various senior positions he held during his tenure with adidas, including as its chief executive officer. The Board also benefits from his experience in sales, knowledge of the European market and significant experience in international business.

 

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

 

 

NANCY

MCKINSTRY

 

DIRECTOR SINCE 2016   INDEPENDENT   60 YEARS OLD   COMPENSATION COMMITTEE (Chair)   NOMINATING & GOVERNANCE COMMITTEE (Member)		Nancy McKinstry has been chief executive officer and chairman of the executive board of Wolters Kluwer N.V. (“Wolters Kluwer”), a global professional information services and solutions company, since September 2003 and a member of its executive board since 2001. Before assuming her current position, Ms. McKinstry gained more than a decade of experience with Wolters Kluwer and its North American subsidiaries, serving as chief executive officer of CCH Legal Information Services for three years and as chief executive officer of operations in North America. Earlier in her career, she was a principal with Booz & Company (formerly Booz Allen Hamilton Inc.), focusing on media and technology.   Ms. McKinstry is a director of Abbott Laboratories.     SPECIFIC EXPERTISE: Ms. McKinstry brings to the Board strong experience in the professional services sector from her long career at Wolters Kluwer, where she has led the company’s digital transformation, as well as broad international perspective as both the chief executive officer of a global company and a director of large, multinational companies. The Board also benefits from her experience in the European market and her background in the digital, media and technology industries.

GILLES C.

PÉLISSON

 

DIRECTOR SINCE 2012   INDEPENDENT   62 YEARS OLD   NOMINATING & GOVERNANCE COMMITTEE (Chair)		Gilles C. Pélisson has been the chairman and chief executive officer of TF1 Group, a leading French broadcasting company, since February 2016. He previously served as chief executive officer of global hotel group Accor from 2006 until December 2010 and also as its chairman from 2009 until January 2011. Mr. Pélisson served as chief executive officer of mobile operator Bouygues Telecom from 2001 to 2005 and also as its chairman from 2004 to 2005. From 2000 to 2001, he was with the SUEZ group, and in 2000 he became chairman of Noos, a cable network operator. Mr. Pélisson served as the chief executive officer of Disneyland Paris Resort from 1995 to 2000 and also as its chairman starting in 1997.   Subject to his re-election at the Annual Meeting, Mr. Pélisson has been appointed to succeed Marjorie Magner as independent Lead Director of the Board, effective as of the completion of the Annual Meeting, and will cease being chair of the Nominating & Governance Committee, effective January 31, 2020.     SPECIFIC EXPERTISE: Mr. Pélisson brings to the Board significant managerial, operational and global experience from his tenure as chairman and chief executive officer of TF1 Group, as chairman and chief executive officer of Accor, as chairman and chief executive officer of Bouygues Telecom, as chairman and chief executive officer of Disneyland Paris and from other senior executive positions he has held at several other companies as well as his previous service as a director of other public company boards. The Board also benefits from his broad experience in the European and Asian markets, as well as his experience in governance.

 

 

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

 

 

PAULA A.

PRICE

 

DIRECTOR SINCE 2014   INDEPENDENT   58 YEARS OLD   AUDIT COMMITTEE (Chair)   COMPENSATION COMMITTEE (Member)		Paula A. Price has been the chief financial officer of Macy’s, Inc., an omni-channel retailer of apparel, accessories and other goods, since July 2018. From 2014 to 2018, she was a full-time senior lecturer at Harvard Business School. Prior to joining the faculty of Harvard Business School, she was executive vice president and chief financial officer of Ahold USA, a U.S. grocery retailer, which she joined in 2009. Prior to joining Ahold USA, Ms. Price was senior vice president, controller and chief accounting officer at CVS Caremark. Earlier in her career, Ms. Price was the chief financial officer of the Institutional Trust Services division of JPMorgan Chase & Co. and also held senior management positions at Prudential Insurance Co. of America, Diageo and Kraft Foods. A certified public accountant, she began her career at Arthur Andersen & Co.   Ms. Price previously served as a director of Dollar General Corporation from 2014 to 2018 and Western Digital Corporation from 2014 to 2019.     SPECIFIC EXPERTISE: Ms. Price brings to the Board broad experience across finance, general management and strategy gained from her service in senior executive and management positions at major corporations across several industries, including, in particular, the retail, financial services and consumer packaged goods industries. She brings to the Board an important perspective from her experience as a chief financial officer, a member of the faculty of Harvard Business School and from her service as a director of other public company boards. The Board also benefits from her extensive background in finance and accounting matters.

VENKATA (MURTHY)

RENDUCHINTALA

 

DIRECTOR SINCE 2018   INDEPENDENT   54 YEARS OLD   AUDIT COMMITTEE (Member)		Venkata (Murthy) Renduchintala has been chief engineering officer at Intel Corporation, a computer products and technology company, since November 2015. He also serves as group president of the Technology, Manufacturing and Systems Architecture Group. Before assuming his current position, Dr. Renduchintala held various senior positions at Qualcomm Incorporated, a mobile technology company, most recently as executive vice president, Qualcomm Technologies and co-president of Qualcomm CDMA Technologies from 2012 to 2015, where he led the semiconductor business in the computer and mobile segments. Dr. Renduchintala joined Qualcomm Technologies in 2004 from Skyworks Solutions, Inc., where he was vice president and general manager of the Cellular Systems division from 2000 to 2004. Prior to Skyworks, he spent a decade with Philips Electronics, Inc. progressing to become vice president of engineering for its consumer communications business.     SPECIFIC EXPERTISE: Dr. Renduchintala brings to the Board global experience through his tenure as an executive at Intel Corporation and prior positions at Qualcomm, Skyworks and Philips Electronics. Dr. Renduchintala also brings deep technology expertise, with an important perspective on mobile Internet of Things, among other areas that are of relevance to Accenture.

 

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

 

 

DAVID

ROWLAND

 

DIRECTOR SINCE 2019   EXECUTIVE CHAIRMAN   58 YEARS OLD		David Rowland became executive chairman of the Board of Directors in September 2019 and has served as a Board member since January 2019. From January 2019 to September 2019, he served as our interim chief executive officer. Prior to assuming that role, Mr. Rowland was our chief financial officer from July 2013 to January 2019. Previously, he served as our senior vice president—Finance from October 2006 to July 2013 and our managing director—Finance Operations from July 2001 to October 2006. Earlier in his career with the Company, he served as our finance director—Communications, Media & Technology operating group and as our finance director—Products operating group. Prior to the merger of Accenture Holdings plc with and into Accenture plc in March 2018, Mr. Rowland served on the board of Accenture Holdings plc.     SPECIFIC EXPERTISE: Mr. Rowland brings to the Board a deep knowledge of Accenture’s business, the global marketplace and the competitive environment—coupled with his significant leadership experience—from his 36 years with the company, including his previous executive roles as interim chief executive officer and chief financial officer. The Board also benefits from Mr. Rowland’s perspective as a longstanding member of Accenture’s global management commitee and senior leadership team who has played a significant role in shaping Accenture’s long-term business strategy.

ARUN

SARIN

 

DIRECTOR SINCE 2015   INDEPENDENT   65 YEARS OLD   COMPENSATION COMMITTEE (Member)   NOMINATING & GOVERNANCE COMMITTEE (Member)		Arun Sarin was chief executive officer of Vodafone Group Plc (“Vodafone”) from 2003 until his retirement in 2008, and also served as a director of Vodafone from 1999 to 2008. Mr. Sarin began his career at Pacific Telesis Group in 1984. He progressed through various management positions there and at AirTouch Communications Inc., which Pacific Telesis spun off in 1994, and was named president and chief operating officer of AirTouch in 1997. After AirTouch merged with Vodafone in 1999, he was appointed chief executive officer of Vodafone’s U.S./Asia-Pacific region. He left Vodafone in 2000 to become chief executive officer of InfoSpace, Inc., and from 2001 until 2003, he served as chief executive officer of Accel-KKR Telecom. Mr. Sarin rejoined Vodafone in 2003 as its group chief executive officer. After his retirement in 2008, he served as a senior advisor to Kohlberg Kravis Roberts & Co. for five years.   Mr. Sarin is chairman of the board of Cerence, Inc. and a director of Cisco Systems, Inc. and The Charles Schwab Corporation. He previously served as a director of Safeway, Inc. from 2009 to 2015 and Blackhawk Network Holdings, Inc. from 2009 to 2018.   Subject to his re-election at the Annual Meeting, Mr. Sarin has been appointed to succeed Mr. Pélisson as chair of the Nominating & Governance Committee, effective January 31, 2020.     SPECIFIC EXPERTISE: Mr. Sarin brings to the Board significant global, managerial and financial experience as a result of his tenure as chief executive officer at Vodafone and prior senior executive experience. The Board benefits from his technology background and experience in the telecommunications industry. Mr. Sarin also brings an important perspective from his service as a director of other global, public company boards.

 

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

 

 

JULIE

SWEET

 

DIRECTOR SINCE 2019   CEO   52 YEARS OLD		Julie Sweet became our chief executive officer and a member of the Board of Directors in September 2019. From June 2015 to September 2019, Ms. Sweet served as chief executive officer of Accenture’s business in North America. From March 2010 to June 2015, she was our general counsel, secretary and chief compliance officer. Prior to joining Accenture in 2010, Ms. Sweet was a partner for 10 years in the law firm Cravath, Swaine & Moore LLP.     SPECIFIC EXPERTISE: Ms. Sweet brings to the Board a strong leadership track record from her tenure as a member of Accenture’s global management committee and senior leadership team. Given her previous executive roles as chief executive officer of Accenture’s business in North America, the company’s largest geographic market, and general counsel, secretary and chief compliance officer, Ms. Sweet also brings to the Board a broad understanding of the Company’s business, operations and growth strategy. The Board also benefits from Ms. Sweet’s perspective from her external leadership as a member of the World Economic Forum’s International Business Council and the Business Roundtable and her public policy advocacy in the areas of innovation, technology’s impact on business and inclusion and diversity.

FRANK K.

TANG

 

DIRECTOR SINCE 2014   INDEPENDENT   51 YEARS OLD   FINANCE COMMITTEE (Member)		Frank K. Tang is chairman and chief executive officer of FountainVest Partners (“FountainVest”), a leading private equity firm focusing on investments in China. Before co-founding FountainVest in 2007, Mr. Tang was senior managing director and head of China investments at Temasek Holdings. Prior to joining Temasek in 2005, Mr. Tang was a managing director at Goldman Sachs, where he worked for nearly 11 years, including as the head of the telecommunications, media and technology investment banking group in Asia, excluding Japan.   Mr. Tang is a director of Weibo Corporation.     SPECIFIC EXPERTISE: Mr. Tang brings to the Board significant business and leadership experience both in investment banking, from his tenure at Goldman Sachs, and in private equity, as a co-founder of FountainVest Partners and as a senior managing director and head of China investments at Temasek Holdings. The Board also benefits from his deep knowledge and expertise in the Asian markets, particularly with respect to China.

 

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

 

 

TRACEY T.

TRAVIS

 

DIRECTOR SINCE 2017   INDEPENDENT   57 YEARS OLD   AUDIT COMMITTEE (Member)   FINANCE COMMITTEE (Member)		Tracey T. Travis has been executive vice president and chief financial officer of The Estée Lauder Companies Inc., a global manufacturer and marketer of skin care, makeup, fragrance and hair care products, since 2012. Before assuming her current position, Ms. Travis served as the senior vice president of finance and chief financial officer of Ralph Lauren Corporation from January 2005 through July 2012. From 2001 to 2004, Ms. Travis was with Limited Brands where she served as senior vice president of Finance from 2002 to 2004 and chief financial officer of Intimate Brands Inc. from 2001 to 2002. From 1999 to 2001 Ms. Travis was chief financial officer of the Americas Group of American National Can, where she led both the finance and information technology groups. From 1989 to 1999, Ms. Travis held various management positions at PepsiCo/Pepsi Bottling Group. Ms. Travis began her career at General Motors Co. as an engineer and senior financial analyst.   Ms. Travis previously served as a director of Campbell Soup Company from 2011 to 2017.     SPECIFIC EXPERTISE: Ms. Travis brings to the Board significant experience in both finance and operations management in various industries through her experience as the chief financial officer of The Estée Lauder Companies Inc. and prior positions at Ralph Lauren, Limited Brands, PepsiCo and General Motors. Ms. Travis also brings an important perspective from her service as a director of other public company boards.

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

 

ACCENTURE 2019 PROXY STATEMENT				26

 

 

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

ELEMENTS OF DIRECTOR COMPENSATION

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

 

DIRECTOR COMPENSATION(1)
		Additional Annual Director Compensation   • $25,000 Retainer for Audit Committee Chair   • $15,000 Retainer for Audit Committee Members   • $20,000 Retainer for each Compensation, Finance and Nominating & Governance Committee Chair   • $10,000 Retainer for each Compensation, Finance, and Nominating & Governance Committee Member   • $42,500 Retainer for independent Lead Director/ Non-Executive Chair
(1)  Each of our independent directors may elect to receive the annual retainer and other retainers in the form of cash, entirely in the form of restricted share units (“RSUs”) or one-half in cash and one-half in RSUs. Grants of RSUs to our directors are fully vested on the date of grant, and future delivery of the underlying shares is not dependent on a director’s continued service. Directors are entitled to a proportional number of additional RSUs on outstanding awards if we pay a dividend. The underlying shares for RSU awards granted in fiscal 2019 will be delivered 1 year after the grant date; directors may not further delay delivery of the shares. Newly appointed directors also receive an initial award of fully-vested RSUs valued at approximately $210,000 upon appointment to the Board. The non-executive chair, if any, receives an additional award of fully-vested RSUs valued at approximately $200,000.

Governance Features

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

 

•

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

 

•

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

 

•

Trading Windows. Our directors can only transact in Accenture securities during approved trading windows after satisfying mandatory clearance requirements.

•

Hedging and Pledging Prohibition. Our Restricted Persons Trading policy and our Insider Trading policy prohibit our directors from hedging or pledging Accenture securities.

 

•

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

 

 

ACCENTURE 2019 PROXY STATEMENT		Director Compensation		27

 

 

DIRECTOR COMPENSATION FOR FISCAL 2019

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

 

Name		Fees Earned or Paid in Cash($)(1)				Stock Awards($)(2)(3)				All Other Compensation($)(4)				Total($)
Jaime Ardila		$	135,000			$	209,865				—			$	344,865
Charles H. Giancarlo(5)			—				—				—				—
Herbert Hainer		$	120,000			$	209,884				—			$	329,884
Marjorie Magner(6)		$	162,500			$	409,884				—			$	572,384
Nancy McKinstry		$	130,000			$	209,903				—			$	339,903
Gilles C. Pélisson		$	120,000			$	209,884				—			$	329,884
Paula A. Price		$	135,000			$	209,884				—			$	344,884
Venkata (Murthy) Renduchintala		$	115,000			$	209,942				—			$	324,942
Arun Sarin		$	120,000			$	209,884				—			$	329,884
Frank K. Tang		$	110,000			$	210,000				—			$	320,000
Tracey T. Travis		$	125,000			$	209,932				—			$	334,932

 

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

 

Name		Annual Retainer($)				Committee Chair Retainer($)				Committee Member Retainer($)				Total($)
Jaime Ardila(a)		$	100,000			$	20,000			$	15,000			$	135,000
Charles H. Giancarlo			—				—				—				—
Herbert Hainer(a)		$	100,000				—			$	20,000			$	120,000
Marjorie Magner		$	142,500				—			$	20,000			$	162,500
Nancy McKinstry(a)		$	100,000			$	20,000			$	10,000			$	130,000
Gilles C. Pélisson(a)		$	100,000			$	20,000				—			$	120,000
Paula A. Price		$	100,000			$	25,000			$	10,000			$	135,000
Venkata (Murthy) Renduchintala(a)		$	100,000				—			$	15,000			$	115,000
Arun Sarin		$	100,000				—			$	20,000			$	120,000
Frank K. Tang(a)		$	100,000				—			$	10,000			$	110,000
Tracey T. Travis(a)		$	100,000				—			$	25,000			$	125,000

 

(a)

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

 

(2)

Represents aggregate grant date fair value of stock awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“Topic 718”), without taking into account estimated forfeitures. For more information, please refer to Note 12 (Share-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended August 31, 2019. Reflects the grant of a whole number of shares. With the exception of the award of RSUs with a grant date fair value of approximately $200,000 awarded to Ms. Magner in connection with her service as non-executive chair of the Board, all other RSU awards represent annual grants to our directors.