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SCHEDULE 14A

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Accenture 2021 Proxy Statement

 

Notice of annual general meeting of shareholders

 

Date Wednesday, January 26, 2022 Time 3:00 pm local time Place The Dock, 7 Hanover Quay Grand Canal Dock, Dublin 2, Ireland Record Date November 29, 2021 Availability of Materials The proxy statement, our Annual Report for the fiscal year ended August 31, 2021 and our Irish financial statements are available at www.proxyvote.com						Items of Business   1.  By separate resolutions appoint the 10 director nominees described in the proxy statement   2.  Approve, in a non-binding vote, the compensation of our named executive officers   3.  Approve an amendment to the Amended and Restated Accenture plc 2010 Share Incentive Plan to increase the number of shares available for issuance thereunder   4.  Ratify, in a non-binding vote, the appointment of KPMG LLP (“KPMG”) as independent auditors of Accenture plc (the “Company”) and 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, 2021.   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 76 of the proxy statement.   By order of the Board of Directors,         Joel Unruch General Counsel and Corporate Secretary December 9, 2021
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:
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Depending on concerns about and developments relating to the COVID-19 pandemic, we may need to change the date, time, location and/or format of the meeting, subject to Irish law requirements and U.S. securities law requirements and guidance. The Company will publicly announce any such changes and how to participate in the meeting by press release and post additional information on the Investor Relations section of our website (https://investor.accenture.com). Any suchdeterminations and changes will be made and communicated in accordance with, and subject to, Irish law and U.S. securities law requirements and guidance. The Company will be obliged to comply with any legal restrictions that are imposed as aconsequence of COVID-19 and that affect the meeting. Furthermore, we may impose additional procedures or limitations on meeting attendance based on applicable governmental requirements or recommendations or facility requirements. Suchadditional procedures or limitations may include, but are not limited to, thorough screenings of attendees (including temperature checks), limits on the number of attendees to promote social distancing and requiring the use of face masks.

 

ACCENTURE 2021 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			4
ESG Strategy and Oversight			5
Risk Oversight			5
Board Meetings			7
Director Attendance at Annual Meetings			7
Committees of the Board			7
Compensation Oversight			10
Certain Relationships and Related Person Transactions			11
Political Contributions and Lobbying			11
Shareholder Engagement			12
Environmental and Social			13
Communicating with the Board			17
Proposal 1: Appointment of Directors			18
Director Characteristics and Succession Planning			18
Board Diversity and Tenure			19
Qualifications and Experience of Director Nominees			20
Process for Selecting New Outside Directors			21
Director Orientation and Continuing Education			21
Process for Shareholders to Recommend Director Nominees			21
Director Nominee Biographies			22
Director Compensation			27
Elements of Director Compensation			27
Director Compensation for Fiscal 2021			28
Beneficial Ownership			30
Beneficial Ownership of Directors and Executive Officers			30
Beneficial Ownership of More than 5%			31
Proposal 2: Non-Binding Vote to Approve Executive Compensation			32
Executive Compensation			33
Compensation Discussion and Analysis			33
Compensation, Culture & People Committee Report			51
Compensation, Culture & People Committee Interlocks and Insider Participation			51
Summary Compensation Table			52
Grants of Plan-Based Awards for Fiscal 2021			54

 

ACCENTURE 2021 PROXY STATEMENT

 

Outstanding Equity Awards at August 31, 2021			55
Stock Vested in Fiscal 2021			56
Nonqualified Deferred Compensation for Fiscal 2021			57
Potential Payments upon Termination			57
Pay Ratio			60
Proposal 3: Approval of Amendment to Amended and Restated Accenture plc 2010 Share Incentive Plan			61
Securities Authorized for Issuance under Equity Compensation Plans as of August 31, 2021			68
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			75
Questions and Answers About the Annual Meeting			76
Additional Information			81
Availability of Materials			81
Householding of Shareholder Documents			81
Submission of Future Shareholder Proposals			81
About Accenture			82
Reconciliation of GAAP Measures to Non-GAAP Measures			82
Forward-Looking Statements & Website References			83
Annex A: Amended and Restated Accenture plc 2010 Share Incentive Plan as Proposed to be Amended			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 2021 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. We believe good governance strengthens the Board and management’s accountability. 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 feedback from shareholders, 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 AssociationKey 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, 800 North Glebe Road, Suite 700, Arlington, Virginia 22203, 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, and point out what is new since last year:

 

Board oversight of ESG		NEW		The Board has delegated ESG oversight responsibility to committees of the Board based on the expertise of those committees. We recently expanded the Nominating & Governance Committee’s oversight responsibility for the Company’s overall ESG performance, disclosure, strategies, goals and objectives and monitoring evolving ESG risks and opportunities and renamed the committee the “Nominating, Governance & Sustainability Committee.” We also expanded the Compensation Committee’s role in overseeing the Company’s strategies and policies related to the Company’s people, including matters such as overall well-being, pay equity, inclusion and diversity, leadership succession and culture and renamed the committee the “Compensation, Culture & People Committee.”
Board diversity policy				As part of the search process for new director candidates, the Nominating, Governance & Sustainability Committee actively seeks out women and underrepresented candidates to include in the pool from which Board nominees are chosen (and instructs any search firm engaged for the search to do so).
Director overboarding policy				Our directors may not serve on the boards of more than three public companies, in addition to our Board, and directors who are chief executive officers of public companies may not serve on the boards of more than two other public companies, in addition to our Board.
Board oversight of strategy and risk				Our Board provides active oversight of our strategy and enterprise risk management program (including cybersecurity and data privacy risks). We recently expanded the Audit Committee’s oversight to include information technology risk exposures, including cybersecurity, data privacy and data security.

 

Accenture 2021 Proxy Statement		Corporate Governance		2

 

Annual election of directors				All of our directors are elected annually.
Independent Board				All of our directors are independent except for our chair and chief executive officer.
100% independent Board committees				Each of our four 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 present.
Annual Board, committee and individual director evaluations and self-assessments				The Nominating, Governance & Sustainability Committee conducts a confidential survey of the Board and its committees each year. The independent Lead Director and chair of the Nominating, Governance & Sustainability Committee also conduct a self-assessment interview with each Board member that is designed to enhance his or her participation and role as a member of the Board, as well as to assess the competencies and skills each individual director is expected to bring to the Board.
Commitment to Board refreshment				Our Board takes an active role in Board succession planning, is committed to Board refreshment and works towards creating a balanced Board with both fresh perspectives and deep experience. As a refreshment mechanism, we have a retirement age of 75. The current average tenure of our 10 director nominees is 5.6 years.
Director selection process				Our Board has a rigorous director selection process resulting in a diverse and international Board in terms of gender, race, ethnicity, experience, perspectives, skills and tenure.
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.
Active shareholder engagement				We regularly engage with our shareholders to better understand their perspectives, and our independent Lead Director has participated when requested by major shareholders.
Code of Business Ethics				Our Code of Business Ethics, which applies to all employees as well as all members of the Board, reinforces our core values and helps drive our culture of compliance, ethical conduct and accountability. The contents of our Code of Business Ethics are organized by six fundamental behaviors: Make Your Conduct Count; Comply with Laws; Deliver for Our Clients; Protect People, Information and Our Business; Run Our Business Responsibly; and Be a Good Corporate Citizen.
Clawback policy				We maintain a clawback policy applicable to our chair and chief executive officer, global management committee members (the Company’s primary management and leadership team) and other senior leaders, which provides for the recoupment of incentive cash bonus and equity-based compensation under specified circumstances as further described under “Executive Compensation—Compensation Discussion and Analysis—Additional Information.”
Director and executive officer equity ownership requirements				Each named executive officer is required to hold Accenture equity with a value equal to at least six times his or her base compensation by the fifth anniversary of becoming a named executive officer. Each director is required to hold Accenture equity having a fair market value equal to three times the value of the annual director equity grants within three years of joining the Board.
Prohibition on hedging or pledging of company stock				Our directors and all employees are prohibited from entering into hedging transactions, and our directors, our chair and chief executive officer, members of our global management committee and other key employees are prohibited from entering into pledging transactions.

 

Accenture 2021 Proxy Statement		Corporate Governance		3

 

Leadership Structure

We believe strong independent leadership is essential for the Board to effectively perform its functions and to help ensure independent oversight of management. 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 chair and chief executive officer roles or if the chair 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. David P. Rowland served as a director and our interim chief executive officer from January 2019 to September 2019 and executive chairman of our Board between September 2019 and September 1, 2021, when he stepped down as executive chairman and retired from Accenture. As part of its ongoing Board leadership succession discussions, the Board carefully considered the appropriate Board leadership structure going forward. The Board determined that the optimal structure for the Company and its shareholders at this time was having Julie Sweet serve as chair, alongside an independent Lead Director. Among other factors, the Board considered and evaluated: Ms. Sweet’s knowledge of Accenture and its industry, which has been built up over 10 years of experience with the Company, the strength of Ms. Sweet’s vision for the Company and the quality of her leadership, in particular in implementing the Company’s new growth model, while navigating a period of unprecedented and unforeseen change as a result of the ongoing global health, financial and social crises; the importance of consistent, unified leadership to execute and oversee the Company’s strategy; the strong and highly independent composition of the Board; and the meaningful responsibilities of the independent Lead Director. As a result, the Board determined that upon Mr. Rowland’s retirement from the Company, Ms. Sweet should hold the role of chair of the Board, effective September 1, 2021.

In accordance with our Corporate Governance Guidelines, Gilles Pélisson has served as our independent Lead Director since January 2020. The Board believes that the presence of our independent Lead Director who, as described below, has meaningful oversight responsibilities, together with a combined chair and chief executive officer, provides the Company with the optimal leadership to drive the Company forward at this time.

We continue to 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.

Independent Lead Director; Executive Sessions

 

Gilles C. Pélisson Independent Lead Director		The independent Lead Director helps to ensure there is an appropriate balance between management and the independent directors and to keep the independent directors fully informed and able to discuss and debate the issues that they deem important.   The responsibilities of the independent Lead Director, which are described in the Company’s Corporate Governance Guidelines, include, among others:

 

Responsibility		Description
Agendas		Providing input on issues for Board consideration, helping set and approve 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 chair 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 and the chair and 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.

 

Accenture 2021 Proxy Statement		Corporate Governance		4

 

Responsibility		Description
Board evaluation process		Reviews annual anonymous surveys and conducts in-person self-assessment interviews with each Board member, together with the chair of the Nominating, Governance & Sustainability Committee, in order to gain valuable insights on how to strengthen the performance of the Board, its committees and individual directors.

In addition to the above responsibilities, our independent Lead Director also has regular touchpoints with our chair and chief executive officer to discuss critical matters and other ongoing topics, including acquisitions and management decisions.

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 to discuss various matters related to the oversight of the Company, including the Board’s leadership structure and the chief executive officer’s performance. Accordingly, our independent directors meet separately in executive session at each regularly scheduled Board meeting. Our independent directors held four executive sessions during fiscal 2021, 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”). In accordance with the applicable NYSE rules and our Corporate Governance Guidelines, the Board performs an annual review of the independence of all directors and nominees. To be considered independent, a director must not have any direct or indirect material relationship with Accenture, as determined affirmatively by the Board. 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 & Sustainability 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 director questionnaires). Furthermore, the Nominating, Governance & Sustainability 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 & Sustainability Committee recommended, and the Board determined that, other than Julie Sweet, each of our director nominees (Jaime Ardila, Nancy McKinstry, Beth E. Mooney, 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, with respect to members of the Audit and Compensation, Culture & People Committees, those applicable to such committee service. The Board concurred in these recommendations. In addition, the Board determined that Herbert Hainer, who left the Board during 2021, was independent during the period he served on the Board during fiscal 2021. In reaching its determinations, the Nominating, Governance & Sustainability Committee and the Board considered that during fiscal 2021, Nancy McKinstry, Gilles C. Pélisson and Tracey T. Travis were employed by organizations that do business with Accenture. The amount received by Accenture or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either Accenture’s or such organization’s consolidated gross revenues.

Strategic Oversight

The Board is responsible for providing governance and oversight over the strategy, operations and management of Accenture. Acting as a full Board and through the Board’s four standing committees, the Board is involved in the Company’s strategic planning process. Each year, the Board holds a strategy retreat during which members of the Accenture Leadership team 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 2021 Proxy Statement		Corporate Governance		5

 

ESG Strategy and Oversight

As part of the Board’s strategic and risk oversight, the Board oversees our ESG strategies. Throughout the year, the Board receives periodic reports from management on key ESG matters, including the sustainability services we provide to clients, our actions around being a responsible company and citizen, and our integrated reporting, which demonstrates our commitment to transparency and accountability of our goals and progress.

In fiscal 2021, the Board created an ad hoc committee consisting of our independent Lead Director and the chairs of each of the Board’s four standing committees to assist with reviewing Accenture’s ESG disclosures. More recently, the Board formally expanded the responsibilities of two of its standing committees to reflect their oversight of ESG matters. Beginning in October 2021, we renamed the Nominating, Governance & Sustainability and the Compensation, Culture & People Committees to reflect additional oversight responsibilities appointed to the committees. The Nominating, Governance & Sustainability Committee is now responsible for overseeing the Company’s overall ESG performance, disclosure, strategies, goals and objectives and monitoring evolving ESG risks and opportunities and the Compensation, Culture & People Committee is now responsible for overseeing the Company’s strategies and policies related to the Company’s people, including matters such as overall well-being, pay equity, inclusion and diversity, leadership succession and culture.

The full Board was briefed on our new integrated reporting approach, including Accenture’s new reporting experience, which describes how we create value that matters for our stakeholders. In line with our long-standing partnership with the UN Global Compact and advancement of the UN Sustainable Development Goals, we intend to expand the reporting we have been doing for more than a decade based on the Global Reporting Initiative and Carbon Disclosure Project. We also intend to include disclosures aligned with three additional ESG frameworks, namely: Sustainability Accounting Standards Board (SASB), Task Force on Climate-Related Financial Disclosure (TCFD) and the World Economic Forum International Business Council (WEF IBC) metrics.

Risk Oversight

The full 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 risks described below include those formally monitored at a Board or committee level as part of the ERM program, including the annual risk assessment process, program scope, status of priority risks and risk profile, among other things, or pursuant to committee charters. These risks do not represent a complete list of all enterprise risks that are considered and addressed from time to time by the Board and its committees. For more information on risks that affect our business, please see our most recent Annual Report on Form 10-K and other filings we make with the Securities & Exchange Commission (the “SEC”).

Our chief operating officer, who is a member of our global management committee and reports to our chief executive officer, manages the Company’s ERM program. 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:

 

 

Accenture 2021 Proxy Statement		Corporate Governance		6

 

The Board The full Board oversees the Company's ERM program. As part of this oversight, the Board receives an annual detailed review of the Company's ERM program, including the annual risk assessment process, program scope, status of priority risks and risk profile, including the Company's approach to sustainability and people management, its operational footprint, and its investment risks and strategies, among other things. The Audit Committee assists with the oversight of the company's ERM guidelines and policies, and the Board has also delegated specific risk oversight responsibility to committees of the Board based on the expertise of those committees. The Board receives quarterly reports from the Board committee chairs, which include, when appropriate, updates with respect to the risks overseen by the respective committees. The Board committees 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 and information technology risk exposures, including cybersecurity, data privacy and data security, along with the monitoring and mitigation of these exposures. As needed, the committee reviews the enterprise risks and risk management and, at a minimum, the committee is updated quarterly on the ERM program. The Audit Committee also discusses with the chairs of the Finance and Compensation, Culture & People Committees the risk assessment process for the risks overseen by those committees on at least an annual basis. Compensation, Culture & People Committee: The Compensation, Culture & People Committee reviews and discusses with management, managements assessment of certain risks, including whether any risks arising from the Company's compensation programs and strategies and policies related to its people 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 exposure. Nominating, Governance & Sustainability Committee: The Nominating, Governance & Sustainability Committee evaluates the overall effectiveness of the Board and its committees, including the Board's focus on the most critical issues and risks, and monitors evolving ESG risks.

Oversight of Cybersecurity and Data Privacy Risks

As part of the Board’s role in overseeing the Company’s ERM program, the Board devotes time and attention to cybersecurity and data privacy related risks. To reflect the Audit Committee’s role in overseeing these risks, in 2021 we updated the Committee’s charter to reflect the Committee’s expanded role in overseeing information technology risk exposures, including cybersecurity, data privacy and data security. The Audit Committee receives reports on cybersecurity and data privacy matters and related risk exposures from management, including our Chief Information Security Officer, at least twice a year and more frequently as applicable. The Audit Committee regularly updates the Board on such matters and the Board also periodically receives reports from management directly.

Oversight of COVID-19 Risks

The risk landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the full Board as well as each of the Board committees, as appropriate. Over the course of fiscal 2021, management regularly updated our directors on the pandemic’s impacts to our people, our business and the strategic, operational and financial risks associated with the pandemic. Discussions with the Board and committees have included, among other topics, business resilience and continuity, employee health and safety (such as remote care and safe return to office guidelines), technology and cybersecurity, changing customer expectations, supporting our broader community (e.g., India and the Philippines) and talent management. Management continues to report to the Board on its response to the pandemic and intends to identify new risks as they may arise in light of the continuing effects of the COVID-19 pandemic.

 

Accenture 2021 Proxy Statement		Corporate Governance		7

 

Board Meetings

During fiscal 2021, the Board met six times. In addition, per our committee charters, all of our Board members are typically invited to and frequently attend the meetings of our four standing committees, except as may be appropriate from time to time. Board members may only vote at meetings of the committees on which they serve. The Board expects that its members will 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 2021, 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) and the average attendance of all Board and committee meetings was over 95%.

Director Attendance at Annual Meetings

All twelve of the Board members serving on the Board at the time of our 2021 annual general meeting of shareholders attended the 2021 meeting. As set forth in our Corporate Governance Guidelines, the Board expects that its members will attend the annual general meeting of shareholders.

Committees of the Board

The Board currently has four standing committees: Audit; Compensation, Culture & People; Finance; and Nominating, Governance & Sustainability. From time to time, the Board may also create ad hoc or special committees for certain purposes in addition to these four standing committees. For instance, in fiscal 2021, the Board created an ad hoc committee consisting of our independent Lead Director and the chairs of each of the Board’s four standing committees to assist with reviewing Accenture’s ESG disclosures. Each committee consists entirely of independent, non-employee directors. The table below lists the current membership of each committee and the number of meetings held in fiscal 2021.

In connection with our efforts to continually refresh the Board and its committees, during fiscal 2021, Jaime Ardila joined the Nominating, Governance & Sustainability Committee and Beth E. Mooney joined the Finance Committee. During fiscal 2022, Ms. Mooney joined the Compensation, Culture & People Committee and Venkata (Murthy) Renduchintala joined the Finance Committee.

 

		Committees
Board Member		Audit		Compensation, Culture & People		Finance		Nominating, Governance & Sustainability
Jaime Ardila(1)		🌑				C		🌑
Nancy McKinstry				C				🌑
Beth E. Mooney				🌑		🌑
Gilles C. Pélisson(2)								🌑
Paula A. Price(1)		C		🌑
Venkata (Murthy) Renduchintala		🌑				🌑
Arun Sarin				🌑				C
Frank K. Tang						🌑
Tracey T. Travis(1)		🌑				🌑
Number of Meetings in Fiscal 2021		9		6		6		5

🌑  Member     C  Chair

 

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

 

(2)	Independent Lead Director of the Board.

 

Accenture 2021 Proxy Statement		Corporate Governance		8

 

Audit Committee
Members   All Independent     Paula A. Price (Chair) Jaime Ardila Venkata (Murthy) Renduchintala Tracey T. Travis						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;   • the performance of the Company’s internal audit function and independent auditors; and   • the Company’s ERM program, including cybersecurity risk.   The Board has determined that each member of the Audit Committee meets the financial literacy, independence and accounting or auditing requirements of the SEC, the Companies Act of 2014 and the NYSE, as 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.   No member of the Audit Committee may serve on the audit committee of more than three public companies, including Accenture, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee. Paula A. Price currently serves on the audit committee of four public companies and the Board has independently determined (with Ms. Price recusing herself from the decision) that such simultaneous service does not impair the ability of Ms. Price to effectively serve on the Company’s Audit Committee. In making this determination, the Board considered Ms. Price’s 100% Audit Committee and Board attendance record during fiscal 2021, her subcommittee attendance, her valued contributions as Chair of the Audit Committee and her professional background and experience as a certified public accountant and the former chief financial officer of Macy’s, Inc.   We expanded the Audit Committee’s role to oversee the Company’s information technology risk exposures, including cybersecurity, data privacy and data security, and updated its charter accordingly.
			NEW
Finance Committee
Members   All Independent     Jaime Ardila (Chair) Beth E. Mooney Venkata (Murthy) Renduchintala (Appointed October 21, 2021) Frank K. Tang Tracey T. Travis						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;   • dividends, share redemption and purchase activities;   • treasury function, investment management and financial risk management;   • major acquisitions, dispositions, joint ventures or similar transactions; and   • insurance plans.

 

Accenture 2021 Proxy Statement		Corporate Governance		9

 

Nominating, Governance & Sustainability Committee
Members   All Independent     Arun Sarin (Chair) Jaime Ardila (Appointed July 12, 2021) Nancy McKinstry Gilles C. Pélisson				Oversees the Company’s corporate governance practices and processes.   The Nominating, Governance & Sustainability 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, Culture & People Committee, conducting an annual review of the Company’s chair and chief executive officer and executive chair, 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.   In addition, we expanded the Nominating & Governance Committee’s role to include responsibility for the Company’s overall ESG performance, disclosure, strategies, goals and objectives and monitoring evolving ESG risks and opportunities. We updated the committee’s charter accordingly and renamed the committee the “Nominating, Governance & Sustainability Committee.”   Consistent with its duties and responsibilities, the Nominating, Governance & Sustainability Committee conducts an annual confidential survey of the Board, which is designed to evaluate the operation and performance of the Board and each of its committees. Directors also share perspectives, feedback and suggestions year-round, which the Nominating, Governance & Sustainability Committee takes into account when evaluating the operation and performance of the Board and its committees.
		NEW

 

Board and Committee Assessments – 2021’s Multi-Step Process

 

1. 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. 2. Interviews The independent Lead Director and chair of the Nominating, Governance & Sustainability 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. 3. Board summary Summaries of the committee, Board and independent Lead Director evaluations are provided to the Board. 4. Feedback incorporated Policies and practices are updated as appropriate as a result of director feedback.

 

Accenture 2021 Proxy Statement		Corporate Governance		10

 

Compensation, Culture & People Committee

 

 

Members All Independent     Nancy McKinstry (Chair) Beth E. Mooney (Appointed October 21, 2021) Paula A. Price Arun Sarin		NEW		Oversees the Company’s global compensation philosophy, policies and programs.   The Compensation, Culture & People Committee’s primary responsibilities include oversight of the following:   • together with the Nominating, Governance & Sustainability Committee, conducting an annual review of the Company’s chair and chief executive officer and executive chair, if any;   • setting the compensation of the chair and chief executive officer, executive chair, if any, and the members of our global management committee who also serve on the executive committee (the “executive committee”);   • overseeing the Company’s equity-based plans; and   • reviewing and making recommendations to the full Board regarding Board compensation.   In addition, we expanded the Compensation Committee’s role in overseeing the Company’s strategies and policies related to the Company’s people, including matters such as overall well-being, pay equity, inclusion and diversity, leadership succession and culture. We updated the committee’s charter accordingly and renamed the committee the “Compensation, Culture & People Committee.”   The Board has determined that each member of the Compensation, Culture & People Committee meets the independence requirements of the SEC and NYSE applicable to compensation committee members.

Compensation Oversight

A number of individuals and entities contribute to the process of reviewing and determining the compensation of the chair and chief executive officer, executive chair, if any, members of the executive committee and independent directors:

 

 

Accenture 2021 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 by the Board or by the Nominating, Governance & Sustainability Committee. In response to 2021 amendments to the applicable NYSE rule regarding related person transactions, the Board recently approved changes to our Related Person Transactions Policy, which clarifies that related person transactions covered by the policy will be ratified if advance review and approval is not reasonably feasible. 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 & Sustainability 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 & Sustainability 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

James Etheredge, the son of Jimmy Etheredge, Accenture’s CEO – North America, is employed by Accenture as a functional strategy consultant. During fiscal 2021 he earned approximately $127,000 in total compensation.

Clay Rowland, the son of David P. Rowland, our former Executive Chairman, joined Accenture at the end of fiscal 2021 as a management consulting manager at an annual base salary of $145,000, plus bonus opportunity.

The compensation for Messrs. Etheredge and Rowland is commensurate with their peers’ compensation and established in accordance with the Company’s compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. Messrs. Etheredge and Rowland participate in employee benefit plans and programs generally made available to employees of similar responsibility levels.

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 (including monetary and in-kind services), 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 2021 Proxy Statement		Corporate Governance		12

 

 

2021 Engagement

 

 

We reached out to our shareholders, including our top 50. The discussions occurred from July through November 2021 and included our independent Lead Director when requested by major shareholders. We engaged with holders of approximately 40% of our shares outstanding, including nearly: 75% of our top 20 holders 2021 Engagement Topics Our sustainability services & environmental goals Supporting our people in the current environment Our commitment to diversity and racial equality Variety of governance topics

 

Accenture 2021 Proxy Statement		Corporate Governance		17

 

Communicating with the Board

 

		The Board welcomes questions and comments. Any interested parties, including shareholders, may submit their communication to our General Counsel and Corporate Secretary, who will determine when communications and concerns will be forwarded to the Board, our independent directors as a group or our independent Lead Director. Communications received in writing are forwarded to the Board, committee, or to any individual director or directors to whom the communication is directed, unless the communication does not reasonably relate to the Company or its business, or is similarly inappropriate.

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

Ethics Concerns or Complaints?

If our employees experience, see or become aware of any inappropriate behavior, including any form of disrespect, harassment, racism, discrimination, retaliation or any concerns about unethical or illegal behavior, we want them to speak up. We understand that it is not always easy or comfortable to raise concerns. We provide multiple reporting channels in order to facilitate the reporting of a concern. We encourage our employees to reach out to their people leads, anyone in Human Resources/Legal or an Accenture leader or to contact our Accenture Business Ethics Helpline. Our employees can also raise concerns confidentially and/or in an anonymous manner, and we ensure that all our people know that at Accenture, we have zero tolerance of retaliation.

Instructions for the Accenture Business Ethics Helpline are available on the website at the address below.

Website: https://businessethicsline.com/accenture

 

Accenture 2021 Proxy Statement				18

 

Proposal 1: 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 that were previously elected by shareholders at the 2021 Annual Meeting. The Nominating, Governance & Sustainability Committee reviewed the performance and qualifications of the director nominees listed below and recommended to the Board, and the Board approved, that each be recommended to shareholders for appointment to serve for a 1-year term.

All of the nominees have indicated that they are 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 appoint the following ten directors: Jaime Ardila; Nancy McKinstry; Beth E. Mooney; Gilles C. Pélisson; Paula A. Price; Venkata (Murthy) Renduchintala; Arun Sarin; Julie Sweet; Frank K. Tang and Tracey T. Travis.”

 

 

The Board recommends that you vote "FOR" the appointment of each of the Board's director nominees listed above.

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 & Sustainability Committee, which oversees succession planning for the Board and key leadership roles on the Board and its committees, 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 & Sustainability Committee seeks to create a Board that is composed of individuals whose particular backgrounds, skills and expertise, when taken together, will provide the Board with the range of skills and expertise and diversity of perspectives to guide and oversee Accenture’s strategy, operations and management. The Nominating, Governance & Sustainability Committee seeks candidates who, at a minimum, have the following characteristics:

 

 

diversity of geography, age, gender, ethnicity, skills and experience; a professional background that would enable the candidate to develop a deep understanding of our business; the time and energy to devote, and the ability to exercise judgment and courage, in fulfilling his or her oversight responsibilities; and the ability to embrace Accenture's values and culture, and the possession of the highest levels of integrity.

In addition, 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.

 

Accenture 2021 Proxy Statement		Proposal 1: Appointment of Directors		19

 

Board Diversity and Tenure

Consistent with the Company’s Corporate Governance Guidelines, the Nominating, Governance & Sustainability Committee also seeks geographic, age, gender, racial and ethnic diversity among the members of the Board. The Nominating, Governance & Sustainability 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 has been a standing practice to include diverse candidates in the director search process, as reflected by the current composition of the Board. The Board recently approved changes to the Corporate Governance Guidelines and Nominating, Governance & Sustainability Committee charter to formalize this practice and adopt that as part of the search process for a new director, the Nominating, Governance & Sustainability Committee actively seeks out women and underrepresented candidates to include in the pool from which Board nominees are chosen and instructs any search firm engaged for the search to do so. The Board will assess its effectiveness in this regard as part of its annual Board and director evaluation process.

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. As a director refreshment mechanism, we have a director retirement age of 75. It is expected that any director reaching the age of 75 will complete the term to which he or she was elected and on a case-by-case basis, the Board may determine that a director may serve beyond 75. In furtherance of the Board’s active role in Board succession planning, the Board has appointed four new directors since 2017.

Our director nominees reflect those efforts and the importance of diversity to the Board. Of our 10 director nominees:

 

Board Diversity
Gender     50% Women 5 Women				Ethnicity   60% Racially and Ethnically Diverse 1 Hispanic 2 African American 3 Asian				Global   50% Born Outside U.S. 1 South America 1 Europe 3 Asia
Board Committees Chaired by Women				Significant Board Refreshment				Age Distribution
50% of Committees Chaired by Women				4 New Directors Over Past 5 Years				61 Average Age of Director Nominees Age range: 53 - 67
Board Tenure
5.6 Years Average Tenure <2 Years 2-6 Years >6 Years Number of Directors 1 4 5

 

Accenture 2021 Proxy Statement		Proposal 1: Appointment of Directors		20

 

Qualifications and Experience of Director Nominees

In considering each director nominee for the Annual Meeting, the Board and the Nominating, Governance & Sustainability Committee evaluated such person’s background, qualifications, attributes and skills to serve as a director. The Board and the Nominating, Governance & Sustainability 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 & Sustainability Committee also evaluated each of the director’s contributions to the Board and role in the operation of the Board as a whole, as applicable.

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 each individual director nominee. This summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions 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 22 to 26 of this proxy statement.

 

Skills/Qualifications

Diversity

Senior     Leadership     Experience

Public Company Board Experience

Global Expertise

Finance, Accounting and Risk Mgmt.

Innovation and Technology

Investment Expertise

Government     and      Regulatory

Race/Ethnic Diversity

Gender

Ardila

🌑

🌑

🌑

🌑

🌑

🌑

🌑

M

McKinstry

🌑

🌑

🌑

🌑

🌑

🌑

F

Mooney

🌑

🌑

🌑

🌑

🌑

F

Pélisson

🌑

🌑

🌑

🌑

🌑

🌑

🌑

M

Price

🌑

🌑

🌑

🌑

🌑

🌑

F

Renduchintala

🌑

🌑

🌑

🌑

🌑

M

Sarin

🌑

🌑

🌑

🌑

🌑

🌑

🌑

M

Sweet

🌑

🌑

🌑

🌑

🌑

🌑

F

Tang

🌑

🌑

🌑

🌑

🌑

🌑

M

Travis

🌑

🌑

🌑

🌑

🌑

🌑

F

Total

10

8

9

9

9

10

6

6

5F/5M

F  Female    M  Male

 

 

Skills Definitions Senior Leadership Experience: Served in senior leadership roles at a large organization Public Company Board Experience: Serving on the boards of other public companies Global Expertise: Broad leadership experience with multinational companies or in international markets Finance, Accounting and Risk Management: Significant expertise in corporate finance, financial accounting or enterprise risk management Innovation and Technology: Managing technological change and driving technological innovation within an organization Investment Expertise: Experience overseeing investment capital decisions, strategic investments and V&A activity Government and Regulatory: Government experience as a member of the government or through extensive interactions with the government, policymakers and government agencies

 

Accenture 2021 Proxy Statement		Proposal 1: Appointment of Directors		21

 

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 Board’s chair and chief executive officer, the chair of the Nominating, Governance & Sustainability 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 & Sustainability 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 & Sustainability Committee will decide whether to recommend, and the Board will decide whether to approve, the candidate’s appointment as a director.

Director Overboarding Policy

In order to help provide that our directors have the time to devote to Accenture matters, our Board approved changes to the Corporate Governance Guidelines recently, which require that ordinarily, directors may not serve on the boards of more than three public companies, in addition to Accenture’s Board, and directors who are chief executive officers of public companies may not serve on the boards of more than two other public companies, in addition to Accenture’s Board. In applying our policy to our directors, we have determined that all of our directors are in compliance with Accenture’s policy.

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, talent strategy, 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. During the year, management also presents on topics that are timely and impactful to Accenture and specific deep dive sessions and workshops may be held with the committees or full Board to further increase directors’ understanding on issues affecting Accenture. For example, given the growing focus on and importance of ESG, the Nominating, Governance & Sustainability Committee, as well as the full Board when appropriate, receives updates and trainings on ESG topics. On occasion, individual directors or the full Board may visit various Accenture facilities in connection with Board meetings or deep-dive sessions with management. In addition to internal sessions, directors are also encouraged to seek external director education opportunities, for which Accenture will pay.

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 & Sustainability 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 & Sustainability Committee, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA, Attention: General Counsel and Corporate Secretary. As provided for in our Corporate Governance Guidelines, the Nominating, Governance & Sustainability 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 2023 annual general meeting).

 

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Director Nominee Biographies

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

 

Jaime Ardila
		Director since 2013   Independent   66 years old   Committees:   Audit Committee (Member)   Finance Committee (Chair)   Nominating, Governance & Sustainability Committee (Member)		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.
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 chairman of the board of Nexa Resources S.A. He previously served on the board of Ecopetrol S.A. from 2016 to 2019.

 

Nancy McKinstry
		Director since 2016   Independent   62 years old   Committees:   Compensation, Culture & People Committee (Chair)   Nominating, Governance & Sustainability Committee (Member)		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 and risk management experience 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.
Nancy McKinstry has been chief executive officer and chairman of the executive board (a board made up of solely management members, which is distinct from Wolters Kluwer’s independent supervisory 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.

 

 

Senior Leadership Experience Public Company Board Experience Global Expertise Finance, Accounting and Risk Mgmt. Innovation and Technology Investment Expertise Government and Regulatory

 

Accenture 2021 Proxy Statement		Proposal 1: Appointment of Directors		23

 

Beth E. Mooney
		Director since 2021   Independent   66 years old   Committees:   Compensation, Culture & People Committee (Member)   Finance Committee (Member)		Specific Expertise: Ms. Mooney brings to the Board a deep knowledge of the financial services industry based on a 30-year career at some of the country’s most prominent banking institutions. Her executive experience at KeyCorp, a large, highly-regulated public company, provides a unique perspective in the boardroom. The Board also benefits from Ms. Mooney’s extensive background in finance and risk management and her experience serving on the boards of global public companies.
Beth E. Mooney was the chairman and chief executive officer of KeyCorp, a financial services company, from May 2011 to May 2020, when she retired. She previously served as KeyCorp’s president and chief operating officer from 2010 to 2011 and joined KeyCorp in 2006, as Vice Chair of Key Community Bank. Prior to that, Ms. Mooney was the senior executive vice president and chief financial officer at AmSouth Bancorporation (now Regions Financial) from 2004 to 2006 and before this role, she was senior executive vice president and president of the Tennessee Banking Group at AmSouth from 2000 to 2004. Earlier in her career, Ms. Mooney held senior positions at Bank One Corporation, DPL, Inc., Citicorp Real Estate, Hall Financial Group and Republic Bank of Texas/First Republic.   Ms. Mooney is a director of AT&T Inc. and Ford Motor Company.

 

Gilles C. Pélisson
		Director since 2012   Independent   Independent Lead Director   64 years old   Committees:   Nominating, Governance & Sustainability Committee (Member)		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.
Gilles C. Pélisson has been our independent Lead Director since January 2020. Mr. 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.

 

 

Senior Leadership Experience Public Company Board Experience Global Expertise Finance, Accounting and Risk Mgmt. Innovation and Technology Investment Expertise Government and Regulatory

 

Accenture 2021 Proxy Statement		Proposal 1: Appointment of Directors		24

 

Paula A. Price
		Director since 2014   Independent   60 years old   Committees:   Audit Committee (Chair)   Compensation, Culture & People Committee (Member)		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.
From July 2018 through May 2020, Paula A. Price was the executive vice president and chief financial officer of Macy’s, Inc., an omni-channel retailer of apparel, accessories and other goods. From 2014 to 2018, she was a full-time senior lecturer at Harvard Business School. Prior to joining the faculty of Harvard Business School, she was executive vice president and chief financial officer of Ahold USA, a U.S. grocery retailer, which she joined in 2009. Prior to joining Ahold USA, Ms. Price was senior vice president, controller and chief accounting officer at CVS Caremark. Earlier in her career, Ms. Price was the chief financial officer of the Institutional Trust Services division of JPMorgan Chase & Co. and also held senior management positions at Prudential Insurance Co. of America, Diageo and Kraft Foods. A certified public accountant, she began her career at Arthur Andersen & Co.   Ms. Price is a director of Bristol Myers Squibb and DaVita Inc., and she rejoined the board of Western Digital Corporation in June 2020 after serving on the board from 2014 to 2019. She also previously served as a director of Dollar General Corporation from 2014 to 2018.

 

Venkata (Murthy) Renduchintala
		Director since 2018   Independent   56 years old   Committees:   Audit Committee (Member)   Finance Committee (Member)		Specific Expertise: Dr. Renduchintala brings to the Board global experience through his tenure as an executive at Intel Corporation and his other 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. As Chief Engineering Officer at Intel Corporation, he also gained expertise in strategic technology-related investments.
Venkata (Murthy) Renduchintala was chief engineering officer at Intel Corporation, a computer products and technology company, from November 2015 to August 2020. He also served as group president of Intel’s Technology, Manufacturing and Systems Architecture Group. Prior to joining Intel in 2015, 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.

 

 

Senior Leadership Experience Public Company Board Experience Global Expertise Finance, Accounting and Risk Mgmt. Innovation and Technology Investment Expertise Government and Regulatory

 

Accenture 2021 Proxy Statement		Proposal 1: Appointment of Directors		25

 

Arun Sarin
		Director since 2015   Independent   67 years old   Committees:   Compensation, Culture & People Committee (Member)   Nominating, Governance & Sustainability Committee (Chair)		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.
Arun Sarin was chief executive officer of Vodafone Group Plc (“Vodafone”), a telecommunications company, 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 The Charles Schwab Corporation. He is also chairman of the board of Trepont Acquisition Corp I, a special purpose acquisition company. He previously served as a director of Blackhawk Network Holdings, Inc. from 2009 to 2018 and Cisco Systems, Inc. from 2009 to 2020 and from 1998 to 2003.

 

Julie Sweet
		Director since 2019   Chair and Chief Executive Officer         54 years old		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 current role as chief executive officer and 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 Trustee of the World Economic Forum, a Board member of the Business Roundtable and her public policy advocacy in the areas of innovation, technology’s impact on business and inclusion and diversity.
Julie Sweet has been our chief executive officer and a member of the Board of Directors since September 2019 and became chair of our Board of Directors in September 2021. 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.

 

Senior Leadership Experience Public Company Board Experience Global Expertise Finance, Accounting and Risk Mgmt. Innovation and Technology Investment Expertise Government and Regulatory

 

Accenture 2021 Proxy Statement		Proposal 1: Appointment of Directors		26

 

Frank K. Tang
		Director since 2014   Independent   53 years old   Committees:   Finance Committee (Member)		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. He also brings to the Board technology experience based upon years of technology investment and private board experience. The Board also benefits from his deep knowledge and expertise in the Asian markets, particularly with respect to China.
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 previously served as a director of Weibo Corporation from 2014 to 2020.

 

Tracey T. Travis
		Director since 2017   Independent   59 years old   Committees:   Audit Committee (Member)   Finance Committee (Member)		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., where she also is responsible for information technology, 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.
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 is a director of Facebook, Inc. She previously served as a director of Campbell Soup Company from 2011 to 2017.

Herbert Hainer, who had been a director since November 2016, resigned from the Board on June 19, 2021, as described in the Form 8-K filed with the SEC on June 24, 2021.

 

 

Senior Leadership Experience Public Company Board Experience Global Expertise Finance, Accounting and Risk Mgmt. Innovation and Technology Investment Expertise Government and Regulatory

 

Accenture 2021 Proxy Statement				27

 

Director compensation

The Compensation, Culture & People 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, Culture & People Committee’s review of director compensation in fiscal 2021 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, Culture & People Committee. After review of the Compensation, Culture & People Committee’s recommendation, the Board approved the independent director compensation for fiscal 2021 described 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) Annual Retainer $110,000 Annual RSU Grant $220,000 Additional Annual Director Compensation $25,000 Retainer for Audit Committee Chair $15,000 Retainer for Audit Committee Members $20,000 Retainer for each Compensation, Culture & People Committee, Finance and Nominating, Governance & Sustainability Committee Chair $10,000 Retainer for each Compensation, Culture & People Committee, Finance, and Nominating, Governance & Sustainability Committee Member $42,500 Retainer for independent Lead Director

(1)

Each of our independent directors may elect to receive the annual retainer and other retainers in the form of cash, entirely in the form of restricted share units (“RSUs”) or one-half in cash and one-half in RSUs. Grants of RSUs to our directors are fully vested on the date of grant, and future delivery of the underlying shares is not dependent on a director’s continued service. Directors are entitled to a proportional number of additional RSUs on outstanding awards if we pay a dividend. The underlying shares for RSU awards granted in fiscal 2021 will be delivered one year after the grant date; directors may not further delay delivery of the shares. Newly appointed directors who are elected or appointed after the date of the annual general meeting will receive an initial award of fully vested RSUs valued at approximately $220,000 upon appointment to the Board in lieu of the annual RSU grant. 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:

 

 

Accenture 2021 Proxy Statement		Director Compensation		28

 

Director Compensation for Fiscal 2021

As described more fully above, the following table summarizes the annual compensation for our independent directors during fiscal 2021:

 

Name		Fees Earned or Paid in  Cash($)(1)				Stock Awards($)(2)(3)				All Other Compensation($)(4)				Total($)
Jaime Ardila		$	145,000			$	219,790				10,000			$	374,790
Herbert Hainer(5)		$	130,000			$	219,925				—			$	349,925
Nancy McKinstry		$	140,000			$	219,824				—			$	359,824
Beth E. Mooney		$	120,000			$	219,790				—			$	339,790
Gilles C. Pélisson		$	162,500			$	219,959				—			$	382,459
Paula A. Price		$	145,000			$	219,790				—			$	364,790
Venkata (Murthy) Renduchintala		$	125,000			$	219,790				—			$	344,790
Arun Sarin		$	140,000			$	219,790				—			$	359,790
Frank K. Tang		$	120,000			$	219,991				—			$	339,991
Tracey T. Travis		$	135,000			$	219,841				—			$	354,841

 

(1)	The annual retainers and additional retainers for Board committee service paid to our independent directors during fiscal 2021 were as follows:

 

 

(a)

Messrs. Hainer, Pélisson and Tang elected to receive 100% of their retainers in the form of fully vested RSUs, with a grant date fair value approximately equal to the cash amount that they would otherwise have received. Mses. McKinstry and 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 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”). For more information, please refer to Note 13 (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, 2021. Reflects the grant of a whole number of shares.

 

Accenture 2021 Proxy Statement		Director Compensation		29

 

(3)	The aggregate number of vested RSU awards for which shares had not yet been delivered and that remained outstanding at the end of fiscal 2021 for each of our independent directors was as follows:

 

 

(4)

The aggregate amount of perquisites and other personal benefits received by each of our independent directors in fiscal 2021 was less than $10,000. The amount included in the “All Other Compensation” column for Mr. Ardila reflects a $10,000 contribution made by the Company to Foundation Caring for Colombia in memory of Mr. Ardila’s late wife.

 

(5)	Under SEC rules, Mr. Hainer is required to be included in the Director Compensation Table as he served on the Board during a portion of fiscal 2021. Mr. Hainer resigned from the Board on June 19, 2021.

 

Accenture 2021 Proxy Statement				30

 

Beneficial ownership

Beneficial Ownership of Directors and Executive Officers

To our knowledge, except as otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares beneficially owned by him or her. For purposes of the table below, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which a person is deemed to have “beneficial ownership” of any shares that such person has the right to acquire within 60 days after November 29, 2021. For purposes of computing the percentage of outstanding shares held by each person or group of persons named below, any shares that such person or group of persons has the right to acquire within 60 days after November 29, 2021 are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or group of persons.

The following beneficial ownership table sets forth, as of November 29, 2021, information regarding the beneficial ownership of Accenture plc Class A ordinary shares held by: (1) each of our director nominees and named executive officers; and (2) all of our current directors and executive officers as a group. No person listed below owns any Accenture plc Class X ordinary shares.

 

		Accenture plc Class A Ordinary Shares
Name of Beneficial Owner(1)		Shares Beneficially Owned(#)				% Shares Beneficially Owned
Jaime Ardila			12,384				*
Nancy McKinstry			4,250				*
Beth E. Mooney			—				*
Gilles C. Pélisson			15,233				*
Paula A. Price			6,436				*
Venkata (Murthy) Renduchintala			2,580				*
Arun Sarin			5,733				*
Frank K. Tang			8,080				*
Tracey T. Travis			4,289				*
David P. Rowland			16,274				*
Julie Sweet(2)			16,768				*
KC McClure(3)			15,260				*
Gianfranco Casati			24,977				*
Jean-Marc Ollagnier(4)			206,027				*
All Directors and Executive Officers as a Group (18 Persons)(5)			418,679				*%

 

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

 

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

 

(2)	Includes 9,008 RSUs that could be delivered as shares within 60 days from November 29, 2021.

 

(3)	Includes 2,304 RSUs that could be delivered as shares within 60 days from November 29, 2021.

 

(4)	Includes 3,708 RSUs that could be delivered as shares within 60 days from November 29, 2021.

 

(5)	Includes 24,553 RSUs that could be delivered as shares within 60 days from November 29, 2021.

 

Accenture 2021 Proxy Statement		Beneficial Ownership		31

 

Beneficial Ownership of More Than 5%

Based on information available as of November 29, 2021, no person beneficially owned more than 5% of Accenture plc’s Class X ordinary shares, and the only persons known by us to be a beneficial owner of more than 5% of Accenture plc’s Class A ordinary shares outstanding (which does not include shares held by Accenture) were as follows:

 

		Accenture plc Class A Ordinary Shares
Name and Address of Beneficial Owner		Shares Beneficially Owned				% Shares Beneficially Owned
The Vanguard Group   100 Vanguard Blvd.   Malvern, PA 19355(1)			55,150,022				8.4%
BlackRock, Inc.   55 East 52nd Street   New York, NY 10055(2)			46,169,055				7.0%

 

(1)

Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group and certain related entities reporting sole power to vote or direct the vote over 0 Class A ordinary shares, sole power to dispose or direct the disposition of 52,294,786 Class A ordinary shares, shared power to vote or direct the vote over 1,122,042 Class A ordinary shares and shared power to dispose or direct the disposition of 2,855,236 Class A ordinary shares.

 

(2)

Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on January 29, 2021 by BlackRock, Inc. and certain related entities reporting sole power to vote or direct the vote over 39,356,295 Class A ordinary shares and sole power to dispose or direct the disposition of 46,169,055 Class A ordinary shares.

As of November 29, 2021, Accenture beneficially owned an aggregate of 26,079,031 Accenture plc Class A ordinary shares, or 4.0% of the issued Class A ordinary shares. Class A ordinary shares held by Accenture may not be voted and, accordingly, will have no impact on the outcome of any vote of the shareholders of Accenture plc.

 

Accenture 2021 Proxy Statement				32

 

Proposal 2: Non-binding vote to approve executive compensation

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

In considering their vote, we urge shareholders to review the information on Accenture’s compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis on pages 33 to 50, as well as the discussion regarding the Compensation, Culture & People Committee on page 10.

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

Shareholders continued to show strong support of our executive compensation programs, with more than 93% of the votes cast for the approval of our “say-on-pay” proposal at our 2021 annual general meeting of shareholders.

Accenture employs a pay-for-performance philosophy for our entire global management committee and all of our named executive officers. Our compensation philosophy and framework have resulted in compensation for our named executive officers that reflects the Company’s financial results and the other performance factors described in “—Compensation Discussion and Analysis—Process for Determining Executive Compensation.” Our annualized total shareholder return for the three-year period ended August 31, 2021 was 27.8%, which was in the 86th percentile among our peers, and our annualized total shareholder return for the five-year period ended August 31, 2021 was 24.6%, which was in the 75th percentile among our peers.

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

In accordance with our policy of holding annual “say-on-pay” advisory votes, the next “say-on-pay” advisory vote is expected to occur at our 2023 annual general meeting of shareholders.

The text of the resolution in respect of proposal 2 is as follows:

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

 

 

The Board recommends that you vote "FOR" the approval of the compensation of our named executive officers.

 

Accenture 2021 Proxy Statement				33

 

Executive compensation

Compensation Discussion and Analysis

In this section, we review the objectives and elements of Accenture’s executive compensation program, its alignment with Accenture’s performance and the 2021 compensation decisions regarding our named executive officers.

Fiscal 2021 Overview

Accenture is a leading global professional services company that helps clients build their digital core, transform their operations, and accelerate revenue growth—creating tangible value across their enterprises at speed and scale. We provide a broad range of services in strategy and consulting, interactive, technology and operations, with digital capabilities across all of these services. We combine unmatched industry experience and specialized capabilities, together with our culture of innovation and shared success to serve clients in more than 120 countries. As a talent- and innovation-led organization, our approximately 624,000 people have highly specialized skills that drive our differentiation and competitiveness. We care deeply for our people, and are committed to a culture of shared success, to investing in our people to provide them with boundaryless opportunities to learn and grow in their careers through their work experience and continued development, training and reskilling, and to helping them achieve their aspirations both professionally and personally. We have an unwavering commitment to inclusion and diversity.

We measure our success on how well we create 360° value for all stakeholders—our clients, people, shareholders, partners and communities. We believe this commitment, along with our innovative mindset and culture of shared success, is directly linked to the trust of our clients and partners and our ability to attract great people.

Our compensation program rewards our named executive officers for their overall contribution to Accenture’s performance, including execution against our business plan and the creation of 360° value for all our stakeholders.

In fiscal 2021, we delivered both outstanding financial results and 360° value beyond our financials in the most unprecedented and uncertain period our market has ever experienced. In fiscal 2021, we reached revenues of $50.5 billion—a significant milestone that represents 14% growth in U.S. dollars and 11% growth in local currency. We gained significant market share, expanded our operating margin 40 basis points while investing significantly in our business and our people, and returned $5.9 billion to shareholders.

In addition to record revenues, new bookings and profitability, we celebrated more than 120,000 promotions and delivered over 31 million training hours for our team. We added approximately 118,000 people to our global workforce, creating significant employment opportunities in our communities, and donated $54 million in COVID-19 surge relief. We are now 46% women, on track to achieve our goal of gender parity by 2025, and we are honored to hold the number one position with our largest ecosystem partners. We are now using 53% renewable electricity in our offices and centers around the world, on our way to our goal of 100% in 2023.

Fiscal 2021 Named Executive Officers

The Company’s named executive officers for the fiscal year ended August 31, 2021 and their titles are:

 

 

Julie Sweet		KC McClure		Gianfranco Casati		Jean-Marc Ollagnier		David P. Rowland*
Chair and Chief Executive Officer		Chief Financial Officer		Chief Executive Officer—Growth Markets		Chief Executive Officer—Europe		Former Executive Chairman

 

*	Mr. Rowland stepped down as executive chairman and retired effective September 1, 2021.

 

Accenture 2021 Proxy Statement		Executive Compensation		34

 

Fiscal 2021 Company Performance Highlights

The compensation of the Company’s named executive officers is tied to both Company and individual performance. We delivered record performance in fiscal 2021, with significant market share gains and strong profitability, driving superior shareholder value.

 

Revenues   $50.5B   An increase of 14 percent in U.S. dollars and 11 percent in local currency from fiscal 2020, including revenues of $23.7 billion from North America, $16.7 billion from Europe and $10.1 billion from Growth Markets						New Bookings   $59.3B   Record bookings, an increase of 20 percent in U.S. dollars from fiscal 2020
Diluted Earnings Per Share   $9.16   An increase of 16 percent from $7.89 in fiscal 2020, including $0.36 and $0.43, respectively, in gains on an investment; excluding these gains, adjusted EPS increased 18 percent to $8.80 in fiscal 2021 from $7.46 in fiscal 2020						Operating Margin   15.1%       An expansion of 40 basis points from fiscal 2020
Free Cash Flow   $8.4B   Record free cash flow, defined as operating cash flow of $9.0 billion net of property and equipment additions of $580 million, with a free cash flow to (adjusted) net income ratio of 1.5						Cash Returned to Shareholders   $5.9B   Defined as cash dividends of $2.24 billion and share repurchases of $3.70 billion. In fiscal 2021, we paid dividends of $3.52 per share, a 10 percent increase over the prior year

 

*	See “Reconciliation of GAAP Measures to Non-GAAP Measures“ on page 82.

 

Accenture 2021 Proxy Statement		Executive Compensation		35

 

Overview of Compensation Elements

The primary elements of our executive compensation programs for our named executive officers included the following for fiscal 2021:

 

		Pay Element		Payment Form		Description/Objectives
Fixed		Base Compensation		Cash		• Provides a fixed level of compensation each year.   • Reflects the executive’s leadership role.
Variable		Global Annual Bonus		Cash		• Designed to tie pay to both individual and Company performance for the fiscal year.   • Paid from funds accrued during the fiscal year based on Company financial performance, compared to the earnings target for the year.
		Key Executive Performance Share Program		Equity		• The most significant element of compensation.   • Vesting of awards is tied to meeting performance objectives related to operating income results and relative total shareholder return, in each case, over a 3-year period.
		Accenture Leadership Performance Equity Award Program		Equity		• Rewards high performers based on individual and Company performance, in each case, with respect to the prior fiscal year.
		Voluntary Equity Investment Program		Equity		• Opportunity to designate up to 30% of cash compensation to make monthly purchases of Accenture pic Class A ordinary shares.   • 50% matching RSU grant following the end of the program year that generally vests 2 years later.

Compensation Practices

The Compensation, Culture & People Committee oversees the design and administration of the Company’s compensation programs, among other things. The Compensation, Culture & People Committee believes that a well-designed, consistently applied compensation program is fundamental to the Company’s culture of shared success. The compensation program for the named executive officers is designed to reward them for their overall contribution to Company performance, including the Company’s execution against its business plan and the creation of 360° value for all stakeholders. The Compensation, Culture & People Committee recognizes that in a professional services firm, it is the collective leadership and individual contributions of our people around the world that are responsible for creating success for all of our stakeholders. Specifically, the program is designed to create shareholder value through:

 

•

Pay-for-Performance by aligning compensation to company performance.

 

•

Appropriate Pay Mix with an emphasis on performance-based long-term compensation.

 

•

Creating 360° Value with our culture of shared success, to deliver value for our clients, people, shareholders, partners and communities.

 

•

Competitive Benchmarking against our proxy peer group and similar roles across the broader market.

 

•

Leadership Essentials demonstrated by executives are considered in determining compensation outcomes.