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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  þ

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

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

Accenture plc

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

 

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

 

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December     , 2015

Dear Fellow Shareholder:

You are cordially invited to join Accenture plc’s Board of Directors and senior leadership at the 2016 annual general meeting of shareholders, which will be held at 12:00 pm local time on Wednesday, February 3, 2016. The meeting will be held at Accenture’s New York office, located at 1345 Avenue of the Americas, 6th Floor, New York, New York 10105, USA. Shareholders may also participate by attending at Accenture’s Dublin office, located at 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland at 5:00 pm local time by video conference.

The attached notice of the 2016 annual general meeting of shareholders and proxy statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. Your vote is very important to us. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The Board of Directors recommends that you vote “FOR” each of the proposals listed on the attached notice.

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

Thank you for your continued support.

 

Sincerely,     Pierre Nanterme Chairman & CEO

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Notice of Annual General Meeting of Shareholders

 

Date:		Wednesday, February 3, 2016
Time:		12:00 pm local time
Place:		Accenture New York Office, 1345 Avenue of the Americas, 6th Floor, New York, New York 10105, USA
Record Date:		December 7, 2015

ITEMS OF BUSINESS

 

 

 

The Board recommends that you vote “FOR” each director nominee included in Proposal No. 1 and for each of Proposals No. 2 through 12. The full text of these proposals is set forth in the accompanying proxy statement.

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, 2015.

HOW TO VOTE

 

Your vote is important. You are eligible to vote and receive notice of the meeting if you were a registered holder of Class A ordinary shares and/or Class X ordinary shares of the Company at the close of business on December 7, 2015, the record date. To make sure your shares are represented at the meeting, please cast your vote as soon as possible in one of the following ways:

 

By Telephone

By Internet

By Mail

By Scanning

You can vote by calling 1 (800) 690–6903 from the United States and Canada. You will need your 16-digit control number on your Notice of Internet Availability, proxy card or voting instruction form.

You can vote online at www.proxyvote.com. You will need your 16-digit control number on your Notice of Internet Availability, proxy card or voting instruction form.

You can vote by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope.

You can vote online by scanning the QR code above. You will need your 16-digit control number on your Notice of Internet Availability, proxy card or voting instruction form. Additional software may be required for scanning.

Please let us know if you will attend the meeting by following the instructions under “What do I need to be admitted to the Annual Meeting?” on page 99. Shareholders may also participate in the 2016 annual general meeting of shareholders by attending at Accenture’s Dublin office, located at 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland at 5:00 pm local time where shareholders will be able to participate by video conference.

 

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CORPORATE GOVERNANCE					1
		Corporate Governance Practices			1
		Leadership Structure			3
		Lead Director; Executive Sessions			3
		Director Independence			3
		Strategic Oversight			4
		Risk Oversight			4
		Board Meetings			5
		Committees of the Board			5
		Oversight of Compensation			8
		Role of Compensation Consultants			9
		Certain Relationships and Related Person Transactions			9
		Political Contributions and Lobbying			11
		Corporate Citizenship and Sustainability			11
		Communicating with the Board			12
RE-APPOINTMENT OF DIRECTORS					13
		Proposal No. 1 — Re-Appointment of Directors			13
		Director Characteristics			13
		Board Diversity and Tenure			14
		Qualifications and Experience of Director Nominees			14
		Process for Selecting New Directors			14
		Director Orientation and Continuing Education			15
		Process for Shareholders to Recommend Director Nominees			15
		Director Biographies			16
DIRECTOR COMPENSATION					22
		Elements of Director Compensation			22
		Director Compensation for Fiscal 2015			23
BENEFICIAL OWNERSHIP					25
		Section 16(a) Beneficial Ownership Reporting Compliance			25
		Beneficial Ownership of Directors and Executive Officers			25
		Beneficial Ownership of More than 5%			27

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EXECUTIVE COMPENSATION					28
		Compensation Discussion and Analysis			28
		Compensation Committee Report			47
		Compensation Committee Interlocks and Insider Participation			47
		Summary Compensation Table			48
		Grants of Plan-Based Awards for Fiscal 2015			50
		Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table			51
		Outstanding Equity Awards at August 31, 2015			55
		Option Exercises and Stock Vested in Fiscal 2015			56
		Pension Benefits for Fiscal 2015			58
		Nonqualified Deferred Compensation for Fiscal 2015			59
		Potential Payments upon Termination			59
		Proposal No. 2 — Non-Binding Vote on Executive Compensation			62
		Proposal No. 3 — Approval of Amendments to the Amended and Restated Accenture plc 2010 Share Incentive Plan			64
		Proposal No. 4 — Approval of Amended and Restated Accenture plc 2010 Employee Share Purchase Plan			72
		Securities Authorized for Issuance under Equity Compensation Plans as of August 31, 2015			78
AUDIT					79
		Audit Committee Report			79
		Proposal No. 5 — Non-Binding Ratification of Appointment of Independent Auditors and Binding Authorization of the Board to Determine Its Remuneration			80
		Independent Auditor’s Fees			81
		Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor			81
GOVERNANCE PROPOSALS					82
		Proposal No. 6 — Vote to Amend the Company’s Articles of Association to Implement Proxy Access			82
		Proposal No. 7 — Amend the Company’s: (A) Articles of Association to Enhance the Advance Notice Provisions and Make Certain Administrative Amendments; and (B) Memorandum of Association to Make Certain Administrative Amendments			86
		Proposal No. 8 — Vote to Amend the Company’s Articles of Association to: (A) Provide for a Plurality Voting Standard in the Event of a Contested Election; and (B) Grant the Board Sole Authority to Determine its Size			89

 

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ANNUAL IRISH LAW PROPOSALS					92
		Proposal No.   9 — Board Authority to Issue Shares			92
		Proposal No. 10 — Board Authority to Opt-Out of Statutory Pre-emption Rights			93
		Proposal No. 11 — Authorization to Make Open-Market Repurchases			94
		Proposal No. 12 — Determine Price Range for Re-Allotment of Treasury Shares			95
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING					97
ADDITIONAL INFORMATION					103
		Householding of Shareholder Documents			103
		Submission of Future Shareholder Proposals			103
		About Accenture			104
		Reconciliation of Non-GAAP Measures to GAAP Measures			104
		Forward-Looking Statements			105
ANNEXES
		Annex A—Proposed Amendments to Amended and Restated Accenture plc 2010 Share Incentive Plan			A-1
		Annex B—Proposed Amendments to Accenture plc 2010 Employee Share Purchase Plan			B-1
		Annex C—Proxy Access Amendment to Articles			C-1
		Annex D—Companies Act and Advance Notice Amendments to Memorandum and Articles of Association			D-1
		Annex E—Optional Provisions From Which the Company Proposes to Opt-Out			E-1
		Annex F—Plurality Voting in Contested Elections and Board Size Amendments to Articles			F-1

 

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CORPORATE GOVERNANCE

 

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

Key Corporate Governance Documents

 

 

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

 

¡   Corporate Governance Guidelines

¡   Code of Business Ethics

¡   Committee Charters

¡   Memorandum and Articles of Association

 

 

Printed copies of all of these documents are also available free of charge upon written request to our Investor Relations group at Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105, USA. Accenture’s Code of Business Ethics is applicable to all of our directors, officers and employees. If the Board grants any waivers from our Code of Business Ethics to any of our directors or executive officers, or if we amend our Code of Business Ethics, we will, if required, disclose these matters through the Investor Relations section of 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. Consistent with this commitment, the Board is proactively recommending that shareholders approve implementing “proxy access.” Proxy access will allow eligible shareholders to include their own director nominees in our proxy materials, along with the candidates nominated by the Board. Pages 82 to 84 include a detailed description of our proxy access proposal. Our governance practices and policies include the following:

 

		Annual election of all directors		¡		All of our directors are elected annually.
		Majority vote standard for directors		¡		All of our directors are required to receive at least a majority of the votes cast to be re-appointed to the Board.
		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.
		Independent Board		¡		All of our directors are independent except for our chairman and chief executive officer.

 

2015 Proxy Statement		Accenture • 1

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		Independent Board committees		¡		Each of our 4 committees is made up solely of independent directors. Each standing committee operates under a written charter that has been approved by the Board.
		Independent lead director		¡		We have an independent lead director of the Board who has comprehensive duties that are set forth in the Company’s Corporate Governance Guidelines.
		Annual Board self-assessment process		¡		The Nominating & Governance Committee conducts a confidential survey of the Board and its committees each year. The lead director and chair of the Nominating & Governance Committee also conduct a self-assessment interview with each Board member that is designed to enhance his or her participation and role as a member of the Board, as well as to assess the competencies and skills each individual director is expected to bring to the Board.
		Board refreshment		¡		Our Board takes an active role in Board succession planning and Board refreshment and works towards creating a balanced Board with both fresh perspectives and deep experience. The current average tenure of the 12 members of our Board is 6.8 years.
		Active shareholder engagement		¡		We regularly engage with our shareholders to better understand their perspectives.
		Robust Code of Business Ethics		¡		Our Code of Business Ethics, which applies to all employees as well as all members of the Board, reinforces our core values and helps drive our culture of compliance, ethical conduct and accountability.
		Corporate citizenship and sustainability		¡		Corporate citizenship is central to our vision to improve the way the world works and lives. Climate change and environmental sustainability present challenges and opportunities for Accenture and our stakeholders. To address this, we consider environmental practices when evaluating our business strategy and operations and foster environmental awareness and responsibility among our employees, clients and suppliers.
		Corporate citizenship report		¡		Transparency and accountability are priorities for Accenture. Annually, we publish a Corporate Citizenship Report, which serves as our Communication on Progress to the United Nations Global Compact, and we use Global Reporting Initiative Guidelines as a foundation for our reporting approach. We also report our non-financial performance annually through the Dow Jones Sustainability Index, FTSE4Good Index and the CDP — specifically its Investor Program and its Supply Chain Program.
		Clawback policy		¡		We maintain a clawback policy applicable to our chairman and chief executive officer, global management committee members (the Company’s primary management and leadership team, which consists of approximately 20 of our most senior leaders other than our chairman and chief executive officer) and approximately 200 of our most senior leaders, which provides for the recoupment of incentive cash bonus and equity-based compensation in the event of a financial restatement under specified circumstances.
		Equity ownership requirements		¡		Each named executive officer is required to hold Accenture equity with a value equal to at least 6 times his or her base compensation by the fifth anniversary of becoming a named executive officer. Each director is required to hold Accenture equity having a fair market value equal to 3 times the value of the annual director equity grants within 3 years of joining the Board.

 

2015 Proxy Statement		Accenture • 2

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

LEADERSHIP STRUCTURE

 

Pierre Nanterme, our chief executive officer, also serves as the chairman of our Board. Our Corporate Governance Guidelines provide that if the same person holds the chief executive officer and chairman roles or if the chairman is not independent, the Board will designate one of the independent directors to serve as the lead director. Marjorie Magner has served as our independent lead director since January 31, 2014. The Board has determined that the presence of our independent lead director who, as described below, has meaningful oversight responsibilities, together with a strong leader in the combined role of chairman and chief executive officer, serves the best interests of Accenture and its shareholders at this time. The Board believes that in light of Mr. Nanterme’s knowledge of Accenture and our industry, which has been built up over 32 years of experience with the Company, he is well positioned to serve as both chairman and chief executive officer of the Company.

LEAD DIRECTOR; EXECUTIVE SESSIONS

 

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

 

		Board Matter				Responsibility
		Agendas		¡		Providing input on issues for Board consideration, helping set the Board agenda and ensuring that adequate information is provided to the Board.
		Board meetings		¡		Presiding at all meetings of the Board at which the chairman is not present.
		Executive sessions		¡		Authority to call meetings of independent directors and presiding at all executive sessions of the independent directors.
		Communicating with directors		¡		Acting as a liaison between the independent directors and the chairman 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.

The Board believes that one of the key elements of effective, independent oversight is that the independent directors meet in executive session on a regular basis without the presence of management. Accordingly, our independent directors meet separately in executive session at each regularly scheduled in-person Board meeting. These directors held 4 meetings during fiscal 2015, all of which were led by the lead director.

DIRECTOR INDEPENDENCE

 

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

 

2015 Proxy Statement		Accenture • 3

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

Based on its analysis, the Nominating & Governance Committee has determined that, other than Pierre Nanterme, all of our directors are independent under all applicable standards, including those applicable to committee service. The Board concurred in these independence determinations. In reaching its determinations, the Nominating & Governance Committee and the Board considered the following:

 

¡

Jaime Ardila, Dina Dublon, Charles H. Giancarlo, William L. Kimsey, Marjorie Magner, Gilles C. Pélisson, Arun Sarin and Wulf von Schimmelmann all served as a director of, and Paula A. Price and Mr. Ardila also were employed by, organizations that do business with Accenture. In no instances did the amount received by Accenture or such company in fiscal 2015 exceed the greater of $1 million or 1% of either Accenture’s or such organization’s consolidated gross revenues.

 

¡

Ms. Price is employed as a professor at a university, and Mr. Ardila is a director of a non-profit organization, to which Accenture made charitable contributions of less than $120,000 during fiscal 2015.

STRATEGIC OVERSIGHT

 

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

RISK OVERSIGHT

 

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

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

 

¡

identifies its material operational, strategic and financial risks;

 

¡

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

 

¡

develops plans to monitor, manage and mitigate these risks.

The Board plays a direct role in the Company’s ERM program. In that regard, the Board is briefed annually by the chief operating officer. In addition, the Board receives quarterly reports from the chairs of each of the Board’s committees, which include updates when appropriate, with respect to the risks overseen by the respective committees.

 

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The committees of the Board oversee specific areas of the Company’s risk management, which are described below, and provide updates to the Board as appropriate with respect to the risks overseen by each committee.

 

¡

Audit Committee: The Audit Committee reviews our guidelines and policies with respect to risk assessment and management and our major financial risk exposures along with the monitoring and control of these exposures. The committee’s review includes, at a minimum, an annual review of our ERM program with the chief operating officer and a quarterly review of the risks believed to be most important. The Audit Committee also discusses with the chairs of the Finance and Compensation Committees the risk assessment process for the risks overseen by those committees on at least an annual basis.

 

¡

Compensation Committee: The Compensation Committee reviews, and discusses with management, management’s assessment of certain risks, including whether any risks arising from the Company’s compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.

 

¡

Finance Committee: The Finance Committee reviews and discusses with management financial-related risks facing the Company, including foreign exchange, counterparty and liquidity-related risks, major acquisitions, and the Company’s insurance and pension exposures.

 

¡

Nominating & Governance Committee: The Nominating & Governance Committee evaluates the overall effectiveness of the Board, including its focus on the most critical issues and risks.

BOARD MEETINGS

 

During fiscal 2015, the Board held 5 meetings, 4 of which were held in person. The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable committee meetings and each annual general meeting of shareholders. Directors are also expected to become familiar with Accenture’s organization, management team and operations in connection with discharging their oversight responsibilities. Each of our current directors who served in fiscal 2015 attended (in person or by teleconference) at least 75% of the aggregate of Board meetings and meetings of any Board committee on which he or she served during fiscal 2015. All of our Board members who served on the Board at the time of our 2015 annual general meeting of shareholders attended that meeting.

COMMITTEES OF THE BOARD

 

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

 

2015 Proxy Statement		Accenture • 5

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The table below lists the current membership of each committee and the number of meetings held in fiscal 2015.

 

		Committees
Board Member		Audit		Compensation		Finance		Nominating & Governance
JAIME ARDILA						M
DINA DUBLON				M		M
CHARLES H. GIANCARLO						C		M
WILLIAM L. KIMSEY(1)		C		M
MARJORIE MAGNER(2)				C
BLYTHE J. MCGARVIE(1)		M						M
GILLES C. PÉLISSON						M		C
PAULA A. PRICE(1)		M
ARUN SARIN(3)				M				M
WULF VON SCHIMMELMANN								M
FRANK K. TANG						M
NUMBER OF MEETINGS IN FISCAL 2015		9		9		8		5

M: Member C: Chair

 

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

 

(2)	Lead director of the Board.

 

(3)	Joined the Compensation Committee and the Nominating & Governance Committee on October 30, 2015 and therefore did not participate as a member in fiscal 2015.

AUDIT COMMITTEE

 

 

		The Audit Committee was established by the Board for the purpose of, among other things, overseeing Accenture’s accounting and financial reporting processes and audits of our financial statements and internal controls.				MEMBERS (ALL INDEPENDENT):   William L. Kimsey (Chair) Blythe J. McGarvie Paula A. Price

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

 

¡

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

 

¡

the Company’s compliance with legal and regulatory requirements;

 

¡

the independent auditor’s qualifications and independence; and

 

¡

the performance of the Company’s internal audit function and independent auditors.

The Board has determined that each member of the Audit Committee meets the financial literacy and independence requirements of the Securities & Exchange Commission (the “SEC”) and the NYSE applicable to audit committee

 

2015 Proxy Statement		Accenture • 6

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members and that each member also qualifies as an “audit committee financial expert” for purposes of SEC rules. Further, the Board has determined that each member of the Audit Committee qualifies as an independent director and possesses the requisite competence in accounting or auditing to satisfy the requirements for audit committees required by the new company law statute in Ireland, which became effective on June 1, 2015, the Companies Act 2014.

No member of the Audit Committee may serve on the audit committee of more than 3 public companies, including Accenture, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and discloses such determination in accordance with NYSE requirements. No member of the Audit Committee currently serves on the audit committees of more than 3 public companies, including Accenture.

FINANCE COMMITTEE

 

 

		The Finance Committee acts on behalf of the Board with respect to, among other things, the oversight of the Company’s capital and treasury activities.				MEMBERS (ALL INDEPENDENT):   Charles H. Giancarlo (Chair) Jaime Ardila Dina Dublon Gilles C. Pélisson Frank K. Tang

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

 

¡

capital structure and corporate finance strategy and activities;

 

¡

share redemption and purchase activities;

 

¡

treasury function, investment management and financial risk management;

 

¡

defined benefit and contribution plan investment planning;

 

¡

insurance plans; and

 

¡

major acquisitions, dispositions, joint ventures or similar transactions.

NOMINATING & GOVERNANCE COMMITTEE

 

 

		The Nominating & Governance Committee is responsible for, among other things, overseeing the Company’s corporate governance practices and processes.				MEMBERS (ALL INDEPENDENT):   Gilles C. Pélisson (Chair) Charles H. Giancarlo Blythe J. McGarvie Arun Sarin (Joined October 30, 2015) Wulf von Schimmelmann

The Nominating & Governance Committee’s primary responsibilities include the 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;

 

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¡

overseeing the Company’s chief executive officer succession planning process;

 

¡

together with the Compensation Committee, conducting an annual review of the Company’s chief executive officer and non-independent chairman;

 

¡

developing and recommending to the Board a set of corporate governance principles, including independence standards; and

 

¡

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

Consistent with its duties and responsibilities, the Nominating & Governance Committee conducts a confidential survey of the Board, which is designed to evaluate the operation and performance of the Board and each of its committees. At least annually, each committee also undertakes an evaluation of its performance and the performance of its members, in accordance with each respective committee charter. The lead director and chair of the Nominating & Governance Committee also conduct a 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.

COMPENSATION COMMITTEE

 

 

		The Compensation Committee acts on behalf of the Board to set the compensation of our chairman and chief executive officer and members of our global management committee and provides oversight of the Company’s global compensation philosophy. The Committee is also responsible for, among other things, overseeing the Company’s equity compensation plans.				MEMBERS (ALL INDEPENDENT):   Marjorie Magner (Chair) Dina Dublon William L. Kimsey Arun Sarin (Joined October 30, 2015)

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

 

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together with the Nominating & Governance Committee, conducting an annual review of the Company’s chief executive officer and non-independent chairman;

 

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setting the compensation of our chairman and chief executive officer and members of our global management committee;

 

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overseeing the Company’s equity-based plans; and

 

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reviewing and making recommendations to the full Board regarding Board compensation.

The Board has determined that each member of the Compensation Committee meets the independence requirements of the SEC and NYSE applicable to compensation committee members.

OVERSIGHT OF COMPENSATION

 

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

 

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Compensation Committee: Our Compensation Committee makes the final determination regarding the annual compensation of our chairman and chief executive officer and members of our global management committee, taking into consideration, among other factors, an evaluation of each individual’s performance, the

 

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recommendation of the chairman and chief executive officer regarding the compensation of the members of our global management committee and the advice of the Compensation Committee’s independent compensation consultant as described below. In addition, our Compensation Committee reviews and, based in part on the advice of its independent consultant, makes recommendations to the Board with respect to the appropriateness of the compensation paid to our independent directors, and the full Board then reviews these recommendations and makes a final determination on the compensation of our independent directors.

 

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Nominating & Governance Committee: Together with the Compensation Committee, which is chaired by the lead director, the Nominating & Governance Committee reviews the performance of, and provides a performance rating for, our chairman and chief executive officer.

 

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

 

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Senior Leadership: Our chief human resources officer solicits input from members of our global management committee and other senior leaders in the Company regarding the performance of our chairman and chief executive officer to aid the Compensation Committee and Nominating & Governance Committee in the review of his performance.

ROLE OF COMPENSATION CONSULTANTS

 

The Compensation Committee has engaged Pay Governance LLC (“Pay Governance”) to serve as the Compensation Committee’s independent compensation consultant. Pay Governance and its affiliates do not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation Committee on director and executive compensation. As requested by the Compensation Committee, Pay Governance advises the Compensation Committee on general marketplace trends in executive compensation, makes proposals for executive compensation programs, recommends peer companies for inclusion in competitive market analyses of compensation and otherwise advises the Compensation Committee with regard to the compensation of our chairman and chief executive officer and the members of our global management committee. Pay Governance also provides input for the Compensation Committee to consider regarding the final compensation packages of our chairman and chief executive officer, as discussed under “Executive Compensation — Compensation Discussion and Analysis — Process for Determining Executive Compensation.”

Management separately receives benchmarking information with respect to executive officer compensation from its compensation consultant, Towers Watson Delaware Inc. (“Towers Watson”). This information is based on a benchmarking approach developed by Towers Watson and Pay Governance and is used by the chairman and chief executive officer in making his recommendations to the Compensation Committee with respect to the compensation of the members of our global management committee. While Towers Watson also acts as management’s compensation consultant in various capacities with respect to our global workforce of more than 358,000 employees and assists management in formulating its compensation recommendations for members of our global management committee, the Compensation Committee has separately engaged Pay Governance as its independent compensation consultant to provide it with independent advice and to avoid any conflicts of interest.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

Review and Approval of Related Person Transactions

The Board has adopted a written Related Person Transactions Policy to assist it in reviewing, approving and ratifying related person transactions and to assist us in the preparation of related disclosures required by the SEC. This Related Person Transactions Policy supplements our other policies that may apply to transactions with related persons, such as the Board’s Corporate Governance Guidelines and our Code of Business Ethics.

The Related Person Transactions Policy provides that all related person transactions covered by the policy must be reviewed and approved or ratified by the Board or by the Nominating & Governance Committee. Our directors and

 

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executive officers are required to provide prompt notice of any plan or proposal to engage in a potential related person transaction to the General Counsel & Chief Compliance Officer, who in turn must, after a preliminary review, together, if deemed appropriate, with our outside counsel, present it to the Nominating & Governance Committee, or the Board, as applicable, for its review.

In reviewing related person transactions, the Nominating & Governance Committee or the Board will consider all relevant facts and circumstances, including, among others:

 

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the identity of the related person, the nature of the related person’s interest in the transaction and the material terms of the transaction;

 

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the importance of the transaction both to the Company and to the related person;

 

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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

 

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

The Nominating & Governance Committee will not approve or ratify any related person transaction unless, after considering all relevant information, it has determined that the transaction is in, or is not inconsistent with, the best interests of the Company and our shareholders and complies with applicable law.

Generally, the Related Person Transactions Policy applies to any transaction that would be required by the SEC to be disclosed in which:

 

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the Company was or is to be a participant;

 

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the amount involved exceeds $120,000; and

 

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any related person (i.e., a director, director nominee, executive officer, greater than 5% beneficial owner and any immediate family member of such person) had or will have a direct or indirect material interest.

Certain Related Person Transactions

From time to time, institutional investors, such as large investment management firms, mutual fund management organizations and other financial organizations, become beneficial owners of 5% or more of our Class A ordinary shares and, as a result, are considered “related persons” under the Related Person Transactions Policy. We may conduct business with these organizations in the ordinary course. During fiscal 2015, the following transactions occurred with investors who reported beneficial ownership of 5% or more of the Company’s voting securities. Each of the following transactions was entered into on an arm’s-length basis in the ordinary course and in accordance with our Related Person Transactions Policy described above:

 

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We provided consulting and outsourcing services to MFS Investment Management (also known as Massachusetts Financial Services Company), which, together with its affiliates, beneficially owned approximately 9.1% of our outstanding Class A ordinary shares based on information disclosed in a Schedule 13G/A filed with the SEC on February 6, 2015. During fiscal 2015, Accenture recorded revenues of approximately $10.8 million for these services.

 

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We provided consulting and outsourcing services to the Capital Group Companies, Inc. (“Capital”), which, together with its affiliates, beneficially owned approximately 6.0% of our outstanding Class A ordinary shares based on a Notification of Holdings under Irish law provided to Accenture on May 26, 2015. During fiscal 2015, Accenture recorded revenues of approximately $42.5 million for these services. In addition, Capital and its affiliates received investment management fees totaling approximately $1.5 million in fiscal 2015 with respect to mutual funds offered under the Company’s global retirement programs.

 

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We provided consulting and outsourcing services to The Vanguard Group (“Vanguard”), which, together with its affiliates, beneficially owned approximately 5.4% of our outstanding Class A ordinary shares based on information disclosed in a Schedule 13G filed with the SEC on February 10, 2015. During fiscal 2015, Accenture

 

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recorded revenues of approximately $340,000 for these services. In addition, Vanguard and its affiliates received investment management fees totaling approximately $2.9 million in fiscal 2015 with respect to mutual funds offered under the Company’s global retirement programs.

 

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We provided consulting and outsourcing services to BlackRock, Inc. (“BlackRock”), which, together with its affiliates, beneficially owned approximately 5.3% of our outstanding Class A ordinary shares based on information disclosed in a Schedule 13G/A filed with the SEC on February 9, 2015. During fiscal 2015, Accenture recorded revenues of approximately $754,000 for these services.

 

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We provided consulting and outsourcing services to Wellington Management Group LLP (“Wellington”), which, together with its affiliates, beneficially owned approximately 5.1% of our outstanding Class A ordinary shares based on information disclosed in a Schedule 13G filed with the SEC on February 12, 2015. During fiscal 2015, Accenture recorded revenues of approximately $10.6 million for these services.

In addition, we seek to hire the most qualified candidates and consequently do not preclude the employment of family members of current directors and executive officers. Mr. von Schimmelmann’s son, Berthold von Schimmelmann, was a senior manager in our technology business in Australia during fiscal 2015. He earned approximately $144,000 in annual compensation during fiscal 2015, which was commensurate with his peers’ compensation and established in accordance with the Company’s compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. He did not serve as an executive officer of the Company during this period and did not have a key company-level strategic role within the Company in that he did not drive the strategy or direction of the Company, nor was he personally accountable for the Company’s financial results.

POLITICAL CONTRIBUTIONS AND LOBBYING

 

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

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

CORPORATE CITIZENSHIP AND SUSTAINABILITY

 

At Accenture, corporate citizenship is central to our vision to improve the way the world works and lives, and it reflects our core values. Our people around the world convene innovative partnerships, leverage technology and deliver measurable solutions.

Key highlights include:

 

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Skills to Succeed: Accenture’s corporate citizenship initiative advances employment and entrepreneurship opportunities around the world. Together with our strategic partners, we have equipped more than 800,000 people with the skills to get a job or build a business — more than 3 times the impact we set out to achieve when we first established our Skills to Succeed goal in 2010. By the end of fiscal 2020, we will expand this figure to more than 3 million people; increase our focus on the successful transition of individuals from skill-building programs to sustainable jobs and businesses; and bring together more organizations across sectors to create large-scale, lasting solutions aimed at closing global employment gaps.

 

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Environment: Fostering sustainable economic growth for our Company and our stakeholders is at the heart of our environmental strategy, which comprises 4 areas: running efficient operations; working sustainably; enabling client sustainability; and providing insights to advance sustainability. In 2015, we were included for the 11th consecutive year on both the Dow Jones Sustainability North America Index and the FTSE4Good Global Index, and received our strongest results to-date in CDP’s Global Climate Change Report. By the end of fiscal 2020, we will reduce our carbon emissions to an average of 2 metric tons per employee — representing a more than 50% reduction against our 2007 baseline — and we will begin to measure and report the impact of our work with clients and suppliers in key areas of sustainability.

 

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Our People: Attracting, developing and inspiring the very best talent in our industry is critical to meeting the evolving needs of our clients and growing our business. We are deeply committed to the career development of our people, and we invested $841 million in training and professional development in fiscal 2015. The rich diversity of our people makes our Company stronger, smarter and more innovative and helps us better serve our clients and communities. We empower all of our people to lead, including the more than 130,000 women of Accenture. Women currently make up 36% of our global workforce, and by the end of fiscal 2017, we will grow the percentage of women new hires to at least 40% worldwide.

 

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Supply Chain: We embed environmental, social and governance factors into our purchase-decision and supplier relationship management processes. By the end of fiscal 2016, all of our geographic procurement teams will include these as weighted factors in the categories with the largest sustainability impact. At the same time, we are advancing supplier inclusion and diversity through the integration of more small, medium and diverse enterprises into our global supply chain and by helping them develop their businesses, generating broader supply choice for our clients and our communities.

Our Corporate Citizenship Report explores our goals, progress and performance across each of the 5 pillars of our reporting strategy: Corporate Governance, Skills to Succeed, Environment, Our People and Supply Chain. It is accessible through the Investor Relations page of our website at http://investor.accenture.com.

COMMUNICATING WITH THE BOARD

 

The Board welcomes questions and comments. Any interested parties, including shareholders, who would like to communicate directly with the Board, our independent directors as a group or our lead director, may submit their communication to our Corporate Secretary, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA. Communications and concerns will be forwarded to the Board, our independent directors as a group or our lead director as determined by our Corporate Secretary. We also have established mechanisms for receiving, retaining and addressing concerns or complaints. You may report any such concerns at https://businessethicsline.com/accenture or by calling the Accenture Business Ethics Line at 1 (312) 737-8262. Our Code of Business Ethics and underlying policies prohibit any retaliation or other adverse action against anyone for raising a concern. Employees may raise concerns in a confidential and/or anonymous manner in accordance with the instructions for the Accenture Business Ethics Line.

 

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Re-Appointment of Directors

PROPOSAL NO. 1 — RE-APPOINTMENT OF DIRECTORS

 

Accenture’s directors are elected at each annual general meeting of shareholders and hold office for 1-year terms or until their successors are duly elected.

All of the director nominees are current Board members. The Nominating & Governance Committee reviewed the performance and qualifications of the directors listed below and recommended to the Board, and the Board approved, that each be recommended to shareholders for re-appointment to serve for an additional 1-year term. Arun Sarin was appointed by the Board as a director on October 30, 2015 and is therefore subject to re-appointment by our shareholders at the Annual Meeting.

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

As required under Irish law, the resolution in respect of this Proposal No. 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 NO. 1 IS AS FOLLOWS:

“By separate resolutions, to re-appoint the following twelve directors: Jaime Ardila; Dina Dublon; Charles H. Giancarlo; William L. Kimsey; Marjorie Magner; Blythe J. McGarvie; Pierre Nanterme; Gilles C. Pélisson; Paula A. Price; Arun Sarin; Wulf von Schimmelmann; and Frank K. Tang.”

 

ü    The Board recommends that you vote “FOR” the re-appointment of each of the Board’s director nominees listed above.

DIRECTOR CHARACTERISTICS

 

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

 

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

 

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a professional background that would enable the candidate to develop a deep understanding of our business;

 

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the ability to exercise judgment and courage in fulfilling his or her oversight responsibilities; and

 

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

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

 

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BOARD DIVERSITY AND TENURE

 

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

In addition, we believe that diversity with respect to tenure is important in order to provide for both fresh perspectives and deep experience and knowledge of the Company. Therefore, we aim to maintain an appropriate balance of tenure across our directors.

Our director nominees reflect those efforts and the importance of diversity to the Board. Of our 12 director nominees:

 

QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES

 

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

Each director nominee has served in senior roles with significant responsibility and has gained expertise in areas relevant to the Company and its business. The Nominating & Governance Committee considered both the background and experience of each director nominee as well as the specific experience, qualifications, attributes or skills set forth in the biographies on pages 16 to 21 of this proxy statement.

PROCESS FOR SELECTING NEW 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. In the case of Arun Sarin, a third-party professional search firm identified him as a potential director nominee. Prior to his nomination, Mr. Sarin also met separately with the chairman and chief executive officer, the chair of the Nominating & Governance Committee and the lead director, who initially considered his candidacy. In addition, the professional search firm retained by the Nominating & Governance Committee verified information about the prospective candidate and conducted reference checks. A background check was also completed before a final

 

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recommendation was made to the Board. Mr. Sarin met separately with each member of the Board, and after review and discussion with each of these directors, the Nominating & Governance Committee recommended, and the Board approved, Mr.  Sarin’s appointment as a director.

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

 

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

PROCESS FOR SHAREHOLDERS TO RECOMMEND DIRECTOR NOMINEES

 

Our Corporate Governance Guidelines address the processes by which shareholders may recommend director nominees, and the policy of the Nominating & Governance Committee is to welcome and consider any such recommendations. If you would like to recommend a future nominee for Board membership, you can submit a written recommendation in accordance with our Articles of Association and applicable law, including the name and other pertinent information for the nominee, to: Mr. Gilles C. Pélisson, chair of the Nominating & Governance Committee, c/o Accenture, 161 N. Clark Street, Chicago, Illinois 60601, USA, Attention: Corporate Secretary. If Proposal No. 6 and/or Proposal No. 7A/7B are approved, additional requirements will apply to any such written recommendation. As provided for in our Corporate Governance Guidelines, the Nominating & Governance Committee uses the same criteria for evaluating candidates regardless of the source of referral. Please note that Article 84(a)(ii) of our Articles of Association prescribes certain timing and nomination requirements with respect to any such recommendation.

 

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DIRECTOR BIOGRAPHIES

 

Set forth below are the biographies of our director nominees.

 

 

 

Director since 2013 Independent		Jaime Ardila   60 years old Finance Committee (Member)   Jaime Ardila has been the executive vice president of automobile manufacturer General Motors Company (“GM”) and president of GM’s South America region since June 2010 and is a member of GM’s executive committee. 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.   In July 2015, Mr. Ardila announced he would be retiring from GM.
		Specific Expertise: Mr. Ardila brings to the Board significant managerial, operational and global experience as a result of the various senior positions he has held with GM, including as executive vice president of GM and president of GM South America. The Board also benefits from his broad experience in manufacturing and knowledge of the Latin American market.

 

 

 

Director since 2001 Independent		Dina Dublon   62 years old Compensation Committee (Member) Finance Committee (Member)   Dina Dublon was a member of the faculty of the Harvard Business School for the 2011/2012 academic year. From December 1998 until September 2004, she was chief financial officer of JPMorgan Chase & Co. and its predecessor companies. She retired from JPMorgan Chase & Co. in December 2004. Prior to being named chief financial officer, she held numerous positions at JPMorgan Chase & Co. and its predecessor companies, including corporate treasurer, managing director of the Financial Institutions Division and head of asset liability management.   Ms. Dublon is a director of PepsiCo, Inc. and a member of the supervisory board of Deutsche Bank AG. Ms. Dublon previously served as a director of Microsoft Corporation from 2005 until December 2014.     Specific Expertise: Ms. Dublon brings to the Board significant experience and expertise in financial, strategic and banking activities gained during her tenure at, and as chief financial officer of, JPMorgan Chase & Co. and its predecessor companies. Ms. Dublon also brings an important perspective gained from her service as a director of other public company boards and as a former member of the faculty of the Harvard Business School, as well as from her significant experience while working with non-profit organizations focusing on women’s issues and initiatives.

 

 

 

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Director since 2008 Independent		Charles H. Giancarlo   58 years old Finance Committee (Chair) Nominating & Governance Committee (Member)   Charles H. Giancarlo served as a managing director of the private investment firm Silver Lake from 2007 to 2013 and now serves as a senior advisor to the firm. Previously, Mr. Giancarlo held a variety of roles at Cisco Systems, Inc. (“Cisco”), where he worked for almost 15 years. His last position at Cisco was as executive vice president and chief development officer, a position he held starting in July 2005. In this position, he was responsible for all Cisco business units and divisions and more than 30,000 employees. Mr. Giancarlo was also president of Cisco-Linksys, LLC starting in June 2004.   Mr. Giancarlo is chairman of the board of Avaya Inc. and a director of Arista Networks, Inc., Imperva, Inc. and ServiceNow, Inc. Mr. Giancarlo previously served as a director of Netflix, Inc. from 2007 until 2012.     Specific Expertise: Mr. Giancarlo brings to the Board significant managerial, operational and financial experience as a result of the numerous senior positions he has held at multi-national corporations as well as his service as a director of other public company boards. Mr. Giancarlo brings to the Board an important perspective on technology, technology-enabled and related growth industries, as well as acquisitions and the private equity industry.

 

 

 

Director since 2003 Independent		William L. Kimsey   73 years old Audit Committee (Chair) Compensation Committee (Member)   William L. Kimsey was global chief executive officer of Ernst & Young Global Limited from October 1998 until his retirement in September 2002. He previously held various other positions with Ernst & Young during his 32 years with the firm, including deputy chairman and chief operating officer.   Mr. Kimsey is a director of Royal Caribbean Cruises Ltd. He previously served as a director of Western Digital Corporation from 2003 until November 2014.     Specific Expertise: Mr. Kimsey brings to the Board significant knowledge and expertise in finance and accounting matters as a result of his many years of practicing as a certified public accountant and his tenure as global chief executive officer of Ernst & Young Global Limited. Mr. Kimsey also brings an important perspective from his service as a director of other public company boards.

 

 

 

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Director since 2006 Independent Lead Director		Marjorie Magner   66 years old Compensation Committee (Chair)   Marjorie Magner has been our lead director since January 2014. Ms. Magner is currently a partner with Brysam Global Partners, LLC, a private equity firm she co-founded in 2007 that invests in financial services. She was the chairman and chief executive officer, Global Consumer Group, of Citigroup Inc. from 2003 to October 2005. Ms. Magner previously held various other positions within Citigroup Inc., including chief operating officer, Global Consumer Group, from April 2002 to August 2003, and chief administrative officer and senior executive vice president from January 2000 to April 2002.   Ms. Magner is the nonexecutive chairman of the board of TEGNA Inc. (formerly known as Gannett Co., Inc.) and a director of Ally Financial Inc.     Specific Expertise: Ms. Magner brings to the Board significant business experience and operations expertise gained from the various senior management roles that she has held with Citigroup Inc. and as a partner with a private equity firm that she co-founded as well as through her service as a director of other public company boards. Ms. Magner also has leadership experience and perspective from her work in various philanthropic endeavors as an advocate on issues affecting consumers, women and youth globally.

 

 

 

Director since 2001 Independent		Blythe J. McGarvie   59 years old Audit Committee (Member) Nominating & Governance Committee (Member)   Blythe J. McGarvie was a member of the faculty of the Harvard Business School from 2012 to 2014. From January 2003 to July 2012, she served as chief executive officer of Leadership for International Finance, LLC, a firm that focused on improving clients’ financial positions and providing leadership seminars for corporate and academic groups. From July 1999 to December 2002, she was executive vice president and chief financial officer of BIC Group.   Ms. McGarvie is currently a director of Viacom Inc., LKQ Corporation and Sonoco Products Company and previously served as a director of The Pepsi Bottling Group, Inc., from 2002 to 2010, and The Travelers Companies, Inc., from 2003 to 2011.
		Specific Expertise: Ms. McGarvie brings to the Board significant experience and expertise in management, finance and accounting gained from her experience as chief financial officer of BIC Group, her experience in senior financial positions at other major companies, her tenure as chief executive officer of a firm she founded that focused on finance and leadership, her service as a director of other public company boards and her experience as a former member of the faculty of the Harvard Business School. Ms. McGarvie also has significant international experience and is the author of two books on leadership.

 

 

 

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RE-APPOINTMENT OF DIRECTORS

 

 

 

 

 

 

Director since 2010 Chairman & CEO		Pierre Nanterme   56 years old Pierre Nanterme became chairman of the Board of Directors in February 2013. He has served as our chief executive officer since January 2011 and as a Board member since October 2010. Mr. Nanterme joined Accenture’s global management committee in 2006, and was group chief executive of our Financial Services operating group from September 2007 to December 2010. Prior to assuming this role, Mr. Nanterme was our chief leadership officer from May 2006 through August 2007, with primary responsibility for Accenture’s leadership development program as well as our global corporate citizenship initiatives. Earlier in his career with the Company, he held various leadership roles, primarily in Financial Services, and also was our country managing director for France from November 2005 through August 2007.     Specific Expertise: Mr. Nanterme brings to the Board a deep knowledge of Accenture’s business, growth strategy and human capital strategy—as well as extensive experience serving our clients—from his 32 years with the Company, including his executive roles as chairman, chief executive officer, group chief executive—Financial Services, and chief leadership officer. Given his role representing Accenture at leading external forums such as the B20 Summit and the World Economic Forum, Mr. Nanterme also brings to the Board a broad understanding of the global economy as well as the technology marketplace and competitive landscape.

 

 

 

Director since 2012 Independent		Gilles C. Pélisson   58 years old Nominating & Governance Committee (Chair) Finance Committee (Member) Gilles C. Pélisson 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.   On October 28, 2015, TF1 Group announced that, effective February 19, 2016, Mr. Pélisson will become TF1’s chairman and chief executive officer.       Specific Expertise: Mr. Pélisson brings to the Board significant managerial, operational and global experience from his tenure 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 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.

 

 

 

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RE-APPOINTMENT OF DIRECTORS

 

 

 

 

 

 

Director since 2014 Independent		Paula A. Price   54 years old Audit Committee (Member)   Paula A. Price joined the faculty of the Harvard Business School in July 2014. Until January 2014, 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, where she worked from 2006 to 2008. From 2002 until 2005, Ms. Price held various positions at JPMorgan Chase & Co. Earlier in her career, she 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 Dollar General Corporation and Western Digital Corporation. She previously served as a director of Charming Shoppes, Inc. from 2011 until 2012.     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 as a member of the faculty of the Harvard Business School and from her service as a director of other public company boards. The Board also benefits from her extensive background in finance and accounting matters.

 

 

 

Director since 2015 Independent		Arun Sarin   61 years old Compensation Committee (Member) Nominating & Governance Committee (Member)   Arun Sarin was Chief Executive Officer of Vodafone Group Plc 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 CEO of Vodafone’s U.S./Asia-Pacific region. He left Vodafone in 2000 to become CEO of InfoSpace, Inc., and from 2001 until 2003, he served as CEO 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 5 years.   Mr. Sarin is a director of Blackhawk Network Holdings, Inc., Cisco Systems, Inc. and The Charles Schwab Corporation. He previously served as a director of Safeway, Inc. from 2009 until 2015.   Specific Expertise: Mr. Sarin brings to the Board significant global, managerial and financial experience as a result of his tenure 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.

 

 

 

 

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RE-APPOINTMENT OF DIRECTORS

 

 

 

 

 

 

Director since 2001 Independent		Wulf von Schimmelmann   68 years old Nominating & Governance Committee (Member)   Wulf von Schimmelmann was the chief executive officer of Deutsche Postbank AG, then Germany’s largest independent retail bank, from 1999 until his retirement in June 2007.   Mr. von Schimmelmann is the chairman of the supervisory board of Deutsche Post DHL and a member of the board of directors of Thomson Reuters Corporation. Mr. von Schimmelmann previously served as a director of the Western Union Company from 2009 until 2014.     Specific Expertise: Mr. von Schimmelmann brings to the Board leadership experience as a result of his position as chief executive officer of Deutsche Postbank AG as well as through his service as a director of other public company boards. The Board also benefits from his expertise in management as well as his experience in the European market and significant experience in international business.

 

 

 

Director since 2014 Independent		Frank K. Tang   47 years old Finance Committee (Member)   Frank K. Tang is chief executive officer and managing partner of FountainVest Partners, a leading private equity fund dedicated to investments in China. Before co-founding FountainVest in 2007, Mr. Tang was senior managing director and head of China investments at Temasek Holdings. Prior to joining Temasek in 2005, Mr. Tang was a managing director at Goldman Sachs, where he worked for nearly 11 years, including as the head of the telecommunications, media and technology investment banking group in Asia, excluding Japan.   Mr. Tang is also a director of Weibo Corporation.     Specific Expertise: Mr. Tang brings to the Board significant business and leadership experience both in investment banking, from his tenure at Goldman Sachs, and in private equity, as a co-founder of FountainVest Partners and as a senior managing director and head of China Investments at Temasek Holdings. The Board also benefits from his deep knowledge and expertise in the Asian markets, particularly with respect to China.

 

 

 

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DIRECTOR COMPENSATION

 

Director Compensation

The Compensation Committee reviews and, based in part on the advice of its independent consultant, makes recommendations to the full Board with respect to the compensation of our independent directors at least every 2 years. The full Board reviews these recommendations and makes a final determination on the compensation of our directors. The Compensation Committee reviewed director compensation most recently in fiscal 2014, when it reviewed the compensation practices of the boards of directors of those peer group companies described under “Executive Compensation — Compensation Discussion and Analysis — Fiscal 2015 Compensation Decisions” and the general market, as well as a study by Pay Governance prepared at the request of the Compensation Committee that provided input regarding the compensation of our directors.

ELEMENTS OF DIRECTOR COMPENSATION

 

After review of the Compensation Committee’s recommendation, the Board approved the following independent director compensation for fiscal 2015:

 

Compensation Element		Director Compensation Program
Annual Retainer(1)		$90,000, except for the lead director
Annual RSU Grant(2)		$185,000 in the form of RSUs (fair market value at time of grant)
Committee Chair Retainer(1)		$25,000 for the Audit Committee $15,000 for the Compensation Committee $15,000 for the Finance Committee $15,000 for the Nominating & Governance Committee
Committee Member Retainer(1)		$7,500 for the Audit Committee $5,000 for the Compensation Committee $5,000 for the Finance Committee $5,000 for the Nominating & Governance Committee
Lead Director Retainer(1)		$132,500
Equity Ownership Guidelines(3)		Directors must maintain ownership of Accenture equity having a fair market value equal to 3 times the value of the annual director equity grants. This requirement must be met by each director within 3 years of joining the Board

 

(1)	Each of our independent directors may elect to receive the annual retainer and other compensation entirely in the form of cash, entirely in the form of restricted share units (“RSUs”) or one-half in cash and one-half in RSUs.

 

(2)

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 2015 will be delivered 1 year after the grant date; directors may not further delay delivery of the shares.

 

(3)	Each of our independent directors who had been a director for 3 or more years met this requirement in fiscal 2015.

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

Limit on Director Compensation: As part of the proposed amendments to the Amended and Restated Accenture plc 2010 Share Incentive Plan that shareholders are being asked to approve, we are proposing an annual limit on aggregate non-employee director compensation of $750,000. The Board believes this is a meaningful limit on total director compensation.

 

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DIRECTOR COMPENSATION

 

 

DIRECTOR COMPENSATION FOR FISCAL 2015

 

As described more fully above, the following table summarizes the annual compensation for our independent directors during fiscal 2015:

 

Name		Fees Earned or Paid in Cash($)(1)				Stock Awards($)(2)(3)				All Other Compensation($)(4)				Total($)
JAIME ARDILA			$  95,000				$184,948				—			$	279,948
DINA DUBLON			$100,000				$184,986				—			$	284,986
CHARLES H. GIANCARLO			$110,000				$184,917				—			$	294,917
NOBUYUKI IDEI(5)			—				—				—				—
WILLIAM L. KIMSEY			$120,000				$184,986				—			$	304,986
MARJORIE MAGNER			$147,500				$184,986				—			$	332,486
BLYTHE J. MCGARVIE			$102,500				$184,986				—			$	287,486
MARK MOODY-STUART(5)			—				—				—				—
GILLES C. PÉLISSON			$110,000				$184,937				—			$	294,937
PAULA A. PRICE			$  97,500				$184,986				—			$	282,486
WULF VON SCHIMMELMANN			$  95,000				$184,986				—			$	279,986
FRANK K. TANG			$  95,000				$184,948				—			$	279,948

 

 

 

(1)	The annual retainers and additional retainers for Board committee service paid to our independent directors during fiscal 2015 were as follows:

 

Name		Annual Retainer($)				Committee Chair Retainer($)				Committee Member Retainer($)				Total($)
Jaime Ardila(a)			$  90,000				—				$  5,000			$	95,000
Dina Dublon			$  90,000				—				$10,000			$	100,000
Charles H. Giancarlo(a)			$  90,000				$15,000				$  5,000			$	110,000
Nobuyuki Idei(b)			—				—				—				—
William L. Kimsey			$  90,000				$25,000				$  5,000			$	120,000
Marjorie Magner			$132,500				$15,000				—			$	147,500
Blythe J. McGarvie			$  90,000				—				$12,500			$	102,500
Mark Moody-Stuart(b)			—				—				—				—
Gilles C. Pélisson(a)			$  90,000				$15,000				$  5,000			$	110,000
Paula A. Price			$  90,000				—				$  7,500			$	97,500
Wulf von Schimmelmann			$  90,000				—				$  5,000			$	95,000
Frank K. Tang(a)			$  90,000				—				$  5,000			$	95,000

 

(a)

Messrs. Ardila, Pélisson and Tang elected to receive 100% of their annual retainers and additional retainers for Board committee service in the form of fully vested RSUs, with a grant date fair value equal to the amount reported as paid in cash above. Mr. Giancarlo elected to receive 50% of his annual retainer and additional retainers for Board committee service in the form of fully vested RSUs, with a grant date fair value equal to the amount reported as paid in cash above.

 

(b)

Director retired from the Board on February 4, 2015 and did not receive compensation in fiscal 2015.

 

(2)	Represents aggregate grant date fair value of stock awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“Topic 718”), without taking into account estimated forfeitures. The

 

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DIRECTOR COMPENSATION

 

assumptions made when calculating the amounts are found in Note 11 (Share-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended August 31, 2015. Reflects the grant of a whole number of shares.

 

(3)	The aggregate number of vested RSU awards outstanding at the end of fiscal 2015 for each of our independent directors was as follows:

 

Name		Aggregate Number of Vested RSU Awards Outstanding as of August 31, 2015
Jaime Ardila			3,209
Dina Dublon			2,121
Charles H. Giancarlo			2,750
Nobuyuki Idei			—
William L. Kimsey			2,121
Marjorie Magner			8,835
Blythe J. McGarvie			2,121
Mark Moody-Stuart			—
Gilles C. Pélisson			3,381
Paula A. Price			2,121
Wulf von Schimmelmann			2,121
Frank K. Tang			3,209

 

(4)	The aggregate amount of perquisites and other personal benefits received by each of our independent directors in fiscal 2015 was less than $10,000.

 

(5)	Under SEC rules, director is required to be included in the Director Compensation Table as he served as a director during fiscal 2015. Director retired from the Board on February 4, 2015 and did not receive any compensation in fiscal 2015.

 

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BENEFICIAL OWNERSHIP

 

Beneficial Ownership

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Under the federal securities laws, our directors, executive officers and beneficial owners of more than 10% of Accenture plc’s Class A ordinary shares or Class X ordinary shares are required within a prescribed period of time to report to the SEC transactions and holdings in Accenture plc Class A ordinary shares and Class X ordinary shares. Our directors and executive officers are also required to report transactions and holdings in Accenture Holdings plc ordinary shares. Based solely on a review of the copies of these forms received by us and on written representations from certain reporting persons that no Form 5 was required to be filed, we believe that during fiscal 2015 all of these filing requirements were satisfied in a timely manner.

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 30, 2015. For purposes of computing the percentage of outstanding Accenture plc Class A ordinary shares, Class X ordinary shares and/or Accenture Holdings plc ordinary 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 30, 2015 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.

 

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BENEFICIAL OWNERSHIP

 

The following beneficial ownership table sets forth, as of November 30, 2015, information regarding the beneficial ownership of Accenture plc Class A ordinary shares and Class X ordinary shares and of Accenture Holdings plc ordinary shares held by: (1) each of our directors and named executive officers; and (2) all of our current directors and executive officers as a group.

 

																														Percentage of the Total Number of Class A and Class X Ordinary Shares Beneficially Owned
		Accenture plc Class A Ordinary Shares										Accenture Holdings plc Ordinary Shares										Accenture plc Class X Ordinary Shares
Name of Beneficial Owner(1)		Shares Beneficially Owned(#)				% Shares Beneficially Owned						Shares Beneficially Owned(#)				% Shares Beneficially Owned						Shares Beneficially Owned(#)				% Shares Beneficially Owned
PIERRE NANTERME(2)(3)			340,183				*	%					91,597				**	%					91,597				***	%			****	%
JAIME ARDILA			5,107				*										—										—				****
DINA DUBLON			43,091				*										—										—				****
CHARLES H. GIANCARLO			16,512				*										—										—				****
WILLIAM L. KIMSEY			11,640				*										—										—				****
MARJORIE MAGNER			18,994				*										—										—				****
BLYTHE J. MCGARVIE			17,223				*										—										—				****
GILLES C. PÉLISSON			6,951				*										—										—				****
PAULA A. PRICE			1,778				*										—										—				****
ARUN SARIN			1,170				*										—										—				****
WULF VON SCHIMMELMANN			21,839				*										—										—				****
FRANK K. TANG			1,639				*										—										—				****
DAVID P. ROWLAND(4)			23,383				*										—										—				****
GIANFRANCO CASATI(5)			69,935				*										—										—				****
ALEXANDER VAN ’T NOORDENDE(6)			158,914				*										—										—				****
JULIE SWEET(7)			15,170				*										—										—				****
STEPHEN ROHLEDER			109,451				*										—										—				****
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (24 PERSONS)(2)(8)			1,210,615				*	%					220,640				**	%					194,004				***	%			****	%

 

 

 

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

 

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

 

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

 

****	Less than 1% of the total number of Accenture plc’s Class A ordinary shares and Class X ordinary shares outstanding.

 

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

 

(2)

Subject to the provisions of its Memorandum and Articles of Association, Accenture Holdings plc is obligated, at the option of the holder of such shares and at any time, to redeem any outstanding Accenture Holdings plc ordinary shares. Accenture Holdings plc has the option to pay this redemption price with cash or by delivering Accenture plc Class A ordinary shares generally on a one-for-one basis as provided for in the Memorandum and Articles of Association of Accenture Holdings. Each time an Accenture Holdings ordinary share is redeemed, Accenture plc has the option to, and intends to, redeem an Accenture plc Class X ordinary share from that holder for a redemption price equal to the par value of the Accenture plc Class X ordinary share, or $0.0000225.

 

(3)	Includes 8,309 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from November 30, 2015.

 

(4)	Includes 4,831 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from November 30, 2015.

 

(5)	Includes 4,832 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from November 30, 2015.

 

(6)	Includes 14,202 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from November 30, 2015.

 

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BENEFICIAL OWNERSHIP

 

 

(7)	Includes 4,054 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from November 30, 2015.

 

(8)	Includes 68,064 RSUs that could be delivered as Accenture plc Class A ordinary shares within 60 days from November 30, 2015.

BENEFICIAL OWNERSHIP OF MORE THAN 5%

 

Based on information available as of November 30, 2015, 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
Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199(1)			57,402,951				9.1%
The Capital Group Companies, Inc. 333 South Hope Street Los Angeles, CA 90071-1406(2)			37,654,210				6.0%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355(3)			34,023,210				5.4%
BlackRock, Inc. 55 East 52nd Street New York, NY 10022(4)			33,080,678				5.3%
Wellington Management Group LLP c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210(5)			31,741,681				5.1%

 

 

 

(1)

Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on February 6, 2015 by Massachusetts Financial Services Company and certain related entities reporting sole power to vote or direct the vote over 49,527,386 Class A ordinary shares and sole power to dispose or direct the disposition of 57,402,951 Class A ordinary shares.

 

(2)	Based solely on the information reported by Capital in a Notification of Holdings under Irish law provided to Accenture on May 26, 2015 and reporting ownership as of May 22, 2015. On such date, Capital, together with its affiliates, held an interest in 37,654,210 Class A ordinary shares.

 

(3)

Based solely on the information disclosed in a Schedule 13G filed with the SEC on February 10, 2015 by Vanguard and certain related entities reporting sole power to vote or direct the vote over 1,089,245 Class A ordinary shares, sole power to dispose or direct the disposition of 32,994,042 Class A ordinary shares and shared power to dispose or direct the disposition of 1,029,168 Class A ordinary shares.

 

(4)

Based solely on the information disclosed in a Schedule 13G/A filed with the SEC on February 9, 2015 by BlackRock and certain related entities reporting sole power to vote or direct the vote over 26,878,666 Class A ordinary shares and sole power to dispose or direct the disposition of 33,080,678 Class A ordinary shares.

 

(5)

Based solely on the information disclosed in a Schedule 13G filed with the SEC on February 12, 2015 by Wellington and certain related entities reporting shared power to vote or direct the vote over 10,700,615 Class A ordinary shares and shared power to dispose or direct the disposition of 31,741,681 Class A ordinary shares.

As of November 30, 2015, Accenture beneficially owned an aggregate of 182,794,643 Accenture plc Class A ordinary shares, or 22.6% 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.

 

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EXECUTIVE COMPENSATION

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 2015 compensation decisions regarding our named executive officers.

Table of Contents

 

EXECUTIVE SUMMARY					29
		Overview			29
		Named Executive Officers			29
		Elements of Compensation			29
		Fiscal 2015 Executive Compensation Highlights			30
COMPANY HIGHLIGHTS					31
		Fiscal 2015 Company Performance			31
		Historical Financial Performance			31
		Returning Cash to Shareholders in Fiscal 2015			32
		Fiscal 2015 Investments			32
COMPENSATION PRACTICES					32
PAY-FOR-PERFORMANCE					33
SAY-ON-PAY AND SAY-ON-FREQUENCY VOTES					35
PROCESS FOR DETERMINING EXECUTIVE COMPENSATION					35
		Performance Objectives Used in Evaluations			36
		Determination of Total Compensation Opportunity			37
		Comparison of Realizable Total Direct Compensation to Company Performance			37
FISCAL 2015 COMPENSATION DECISIONS					37
		Chairman and Chief Executive Officer			37
		Named Executive Officers Other than the Chairman and Chief Executive Officer			39
		Role of Benchmarking			40
COMPENSATION PROGRAMS					41
		Cash Compensation			41
		Long-Term Equity Compensation			41
		Other Compensation			43
ADDITIONAL INFORMATION					43
		Equity Ownership Requirements			43
		Derivatives and Hedging			43
		Pledging Company Securities			43
		Employment Agreements			44
		Post-Termination Compensation			44
		No Change in Control Arrangements			46
		Clawback Policy			46
		Compensation Risk Assessment and Management			46

 

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EXECUTIVE COMPENSATION

 

 

2015 Proxy Statement		Accenture • 29

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EXECUTIVE COMPENSATION

 

 

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EXECUTIVE COMPENSATION

 

COMPANY HIGHLIGHTS

 

Fiscal 2015 Company Performance

The compensation of the Company’s named executive officers is tied to both Company and individual performance. In fiscal 2015, the Company delivered on the initial business outlook provided in its September 24, 2014 earnings announcement.

 

¡

New bookings of $34.4 billion increased 3% in local currency and decreased 4% in U.S. dollars from fiscal 2014 and were within the Company’s initial business outlook of $34 billion to $36 billion.

 

¡

Net revenues of $31.0 billion increased 11% in local currency and 3% in U.S. dollars from fiscal 2014 and exceeded the Company’s initial business outlook of an increase of 4% to 7% in local currency.

 

¡

Operating margin was 14.3%. After adjusting GAAP operating margin to exclude a one-time $64 million pension settlement charge, adjusted operating margin was 14.5%, an expansion of 20 basis points from fiscal 2014 and within the Company’s initial outlook of 14.4% to 14.6%.

 

¡

Earnings per share (EPS) were $4.76. After adjusting GAAP EPS to exclude the $0.06 impact of the one-time pension settlement charge, adjusted EPS were $4.82, within the Company’s initial business outlook of $4.74 to $4.88 and a 7% increase from fiscal 2014.

 

¡

Free cash flow of $3.7 billion (calculated as operating cash flow of $4.1 billion less property and equipment additions of $395 million) was within the company’s original business outlook of $3.5 billion to $3.8 billion.

 

¡

Cash Returned to Shareholders of $3.8 billion through dividends and share repurchases was in line with the Company’s original business outlook.

Historical Financial Performance

The most significant element of named executive officer compensation is the Key Executive Performance Share Program, which rewards participants for driving the Company’s business to meet performance objectives over a 3-year period. See below for our historical performance, which demonstrates our focus on delivering shareholder value.

 

 

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EXECUTIVE COMPENSATION

 

Returning Cash to Shareholders in Fiscal 2015

We continued to return a significant portion of our free cash flow to shareholders. In fiscal 2015, we returned a total of $3.8 billion to shareholders, reflecting $2.45 billion in share repurchases and $1.35 billion in dividend payments made during the fiscal year. Our weighted average diluted shares outstanding decreased by approximately 2% compared to fiscal 2014. In addition, we increased our semi-annual dividend payment to shareholders that was paid in November 2015 to $1.10 per share (an 8% increase from the previous semi-annual dividend payment).

Fiscal 2015 Investments

In fiscal 2015, we continued to make significant investments — in strategic acquisitions, in attracting and developing talent, in assets and offerings, and in branding and thought leadership — to further enhance our differentiation and competitiveness. We invested approximately $850 million in acquisitions, with 70% of the capital invested in new high–growth areas including digital–, cloud– and security–related services. We also invested $841 million in training and professional development to build the skills of our people and ensure they have the capabilities to continue helping clients. In addition, we continued our commitment to developing leading-edge ideas through research and innovation, investing $626 million in fiscal 2015 to help create, commercialize and disseminate innovative business strategies and technology solutions.

COMPENSATION PRACTICES

 

Decisions about executive compensation are made by the Compensation Committee. The Compensation Committee believes that a well-designed, consistently applied compensation program is fundamental to the creation of shareholder value over the long-term. The compensation program for the named executive officers is designed to reward them for their overall contribution to Company performance, including the Company’s execution against its business plan and creation of shareholder value. The program is designed to:

 

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attract, retain and motivate the best executives who are responsible for the success of Accenture;

 

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align market relevant rewards with Accenture’s principle of meritocracy by rewarding high performance;

 

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offer a compelling reward structure that provides executives with an incentive to continue to expand their contributions to Accenture;

 

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ensure that rewards are affordable to Accenture by aligning them to Accenture’s annual operating plan; and

 

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prevent the potential dilutive effect of our rewards.

 

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The Compensation Committee and management seek to ensure that our individual executive compensation and benefits programs align with our core compensation philosophy. We maintain the following policies and practices that drive our named executive officer compensation programs:

 

What We Do
ü   Align our executive pay with performance		ü   Include a “clawback” policy for our cash and equity incentive awards
ü   Set challenging performance objectives		ü   Prohibit hedging and pledging of company shares
ü   Appropriately balance short- and long-term incentives		ü   Include non-solicitation and non-competitionprovisions in award agreements, with a “clawback” of equity under specified circumstances
ü   Align executive compensation with shareholder returns through performance-based equity incentive awards		ü   Mitigate potential dilutive effects of equity awards through share repurchase program
ü   Use appropriate peer groups when establishing compensation		ü   Hold an annual “say-on-pay” advisory vote
ü   Implement meaningful equity ownership guidelines		ü   Retain an independent compensation consultantto advise the Compensation Committee
ü   Include caps on individual payouts in short- and long-term incentive plans
What We Don’t Do
´   No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements		´   No supplemental executive retirement plan
´   No “golden parachutes” or change in control payments		´   No excessive perquisites
´   No “single trigger” equity acceleration provisions		´   No change in control tax gross-ups

PAY-FOR-PERFORMANCE

 

Accenture’s compensation practices, including with respect to the named executive officers, are tied to Company and individual performance, which are evaluated based on 3 broad themes that we use to tie pay to performance for our named executive officers: driving growth by helping Accenture’s clients become high performance businesses — “Value Creator”; educating, energizing and inspiring Accenture’s people — “People Developer”; and running Accenture as a high performance business — “Business Operator.” As discussed more fully below, the Compensation Committee believes that total compensation for the Company’s named executive officers should be closely aligned with the Company’s performance and each individual’s performance (see “— Process for Determining Executive Compensation — Performance Objectives Used in Evaluations” below).

The Compensation Committee established the performance-based compensation for fiscal 2015 and the equity awards to be made in January 2016 based in part on the analysis in a pay-for-performance report prepared for the Compensation Committee by its independent compensation consultant, Pay Governance. Taking into consideration fiscal 2015 performance and the other factors described above, the Compensation Committee approved a higher overall

 

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level of funding for the global annual bonus for fiscal 2015 and a higher level of funding under our equity awards program intended to reward achievement in fiscal 2015 in the aggregate to our named executive officers when compared to fiscal 2014, as further discussed below.

To tie pay to performance, our named executive officers are eligible for a cash bonus award under our Global Annual Bonus plan that rewards our named executive officers and other eligible employees for a combination of Company and individual performance over the fiscal year. We use 2 different types of equity compensation programs for our named executive officers: the Key Executive Performance Share Program and the Accenture Leadership Performance Equity Award Program. The Key Executive Performance Share Program is intended to reward achievement during a future 3-year performance period while the Accenture Leadership Performance Equity Award Program is intended to reward executives for performance in the preceding fiscal year. Our cash and long-term equity compensation programs are described under “— Compensation Programs” below.

In terms of alignment between pay and performance, the Compensation Committee uses a multi-year evaluation of realizable total direct compensation, which was prepared by Pay Governance after the end of fiscal 2015 and which compares the Company’s performance relative to its peer group. The analysis assesses the alignment of the Company’s performance with compensation that is earned over the relevant period. This longer-term outlook is also reflected in the 3-year performance periods used for grants made under the Key Executive Performance Share Program as described below (see “— Compensation Programs — Long-Term Equity Compensation”). The Compensation Committee continues to believe that a multi-year evaluation relative to the Company’s peer group is more appropriate in determining compensation than a single-year benchmark.

AVERAGE 3-YEAR REALIZABLE COMPENSATION FOR CHIEF EXECUTIVE OFFICERS

VS. 3-YEAR TOTAL SHAREHOLDER RETURN PERFORMANCE RANK (AS OF 8/31/15)

As the graph below shows, the Company’s performance with respect to total shareholder return over a 3-year period was at the 57th percentile among the companies in our peer group, while the realizable total direct compensation for Accenture’s chairman and chief executive officer was at the 46th percentile of the Company’s peer group, indicating that his pay and performance aligned over the 3-year period, as relative performance was ranked higher than relative pay as compared to our peer group.

 

We define realizable total direct compensation as the sum of:

 

(1)	All cash compensation earned during the 3-year period;

 

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(2)	The ending value (rather than the grant date fair value) of all time-vested RSUs granted during the 3-year period;

 

(3)	The ending value of performance-vested equity awards earned in the final year of the 3-year period;

 

(4)	The estimated value, based on performance to date, of any performance-vested equity awards still outstanding as of the end of the 3-year period (with the value of outstanding awards measured by the closing stock price at fiscal year-end); and

 

(5)	For those companies in our peer group that issue stock options, the ending value of in-the-money stock options granted during the 3-year period.

As noted above, the Company’s performance with respect to total shareholder return over a 3-year period was at the 57^th percentile among the companies in our peer group. The realizable total direct compensation for all of our named executive officers for the same 3-year period was in the 20th percentile.

SAY-ON-PAY AND SAY-ON-FREQUENCY VOTES

 

Each year, the Compensation Committee considers the outcome of the shareholder advisory vote on executive compensation when making future decisions relating to the compensation of our named executive officers and our executive compensation program and policies. Shareholders continued to show strong support of our executive compensation programs, with more than 96% of the votes cast for the approval of the “say-on-pay” proposal at our 2015 annual general meeting of shareholders. Given this strong support, which we believe demonstrates our shareholders’ satisfaction with the alignment of our named executive officers’ compensation with the Company’s performance, the Compensation Committee determined not to implement any significant changes to our compensation programs in fiscal 2015 as a result of the shareholder advisory vote.

As the Dodd-Frank Wall Street Reform and Consumer Protection Act requires that votes on the frequency of shareholder votes on executive compensation be held at least once every 6 years, we currently expect the next shareholder vote on frequency to occur at the Company’s 2017 annual general meeting.

PROCESS FOR DETERMINING EXECUTIVE COMPENSATION

 

The Compensation Committee evaluates overall Company performance for a fiscal year by reviewing the results achieved against the performance objectives for the year in the context of the overall performance of the market (as discussed below under “— Performance Objectives Used in Evaluations”) and then determining whether the Company exceeded, met or partially met the objectives as a whole for the year.

In October 2015, the Compensation Committee, in consultation with Messrs. Nanterme and Rowland, assessed the overall Company performance for fiscal 2015. In assessing overall Company performance, the Compensation Committee focused on those aspects of the Company’s performance reflected in the results discussed above. In making its determination, the Compensation Committee considered the Company’s strong fiscal 2015 performance, which was particularly notable in light of the dynamic and increasingly competitive market in which the results were achieved. The Compensation Committee specifically noted that the Company delivered on the initial business outlook provided at the beginning of the fiscal year, that revenue growth was significantly above original guidance, that the Company achieved improved profitability while making significant investments in the Company and its employees and that earnings per share for fiscal 2015 were strong. Furthermore, the Compensation Committee acknowledged the Company’s execution of its strategy as the Company continued to experience very strong growth in its digital and cloud-related services. The Compensation Committee determined that the Company’s performance “exceeded” the objectives for the year as a whole.

The Compensation Committee’s determination of the Company’s performance rating is then used as one of the key factors in setting the amounts of compensation that the named executive officers receive for each of the performance elements of compensation described below. In setting compensation, the Compensation Committee took into account as a key factor the individual performance rating for the chairman and chief executive officer it set together with the Nominating & Governance Committee and the lead director (who is also the chair of the Compensation Committee), as prescribed by the committees’ charters, and the individual performance ratings for the other named executive officers.

 

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Performance Objectives Used in Evaluations

As discussed above, individual performance-based compensation is determined by evaluating performance against annual objectives, with no single objective being material to an individual’s overall performance evaluation. The objectives for fiscal 2015 were reviewed and approved by the Compensation Committee at the beginning of the fiscal year and served as one of the components against which the Nominating & Governance Committee, together with the Compensation Committee, considered Mr. Nanterme’s performance for fiscal 2015. These included financial objectives that were established at the beginning of the year by reference to annual fiscal-year performance targets set for Accenture with respect to revenue growth in local currency, operating margin, earnings per share, new bookings and free cash flow, as well as other non-financial objectives, as described below. After these company-wide performance objectives were determined by the Compensation Committee for Mr. Nanterme, relevant portions were then incorporated into the performance objectives of the other named executive officers. Each named executive officer other than Mr. Nanterme may also have additional objectives specific to his or her role. We believe that encouraging our named executive officers, as well as other employees with management responsibility, to focus on a variety of performance objectives that are important for creating shareholder value, reduces incentives to take excessive risk with respect to any single objective.

The Nominating & Governance Committee, together with the Compensation Committee, with respect to Mr. Nanterme, and Mr. Nanterme with respect to the other named executive officers, evaluated the annual performance of, and issued an individual performance rating for, each of the named executive officers for fiscal 2015, by assessing whether they exceeded, met or partially met their performance objectives for the year. The individual performance rating and evaluation were used by Mr. Nanterme in connection with setting his recommendations to the Compensation Committee for each of the named executive officers’ fiscal 2015 performance-based compensation, other than for himself. The Company does not apply a formula or use a pre-determined weighting when comparing overall performance against the various objectives, and no single objective is material in determining individual performance.

As in prior years, the Company’s performance objectives for fiscal 2015 centered on 3 overarching themes:

 

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Driving growth by helping the Company’s clients become high performance businesses — “Value Creator.” The Company’s objectives included improving our market share position, focusing on the leadership position of our brand in the marketplace, expanding in our growth markets and using our inorganic growth to further enhance our differentiation and growth. These objectives were applicable to each of the named executive officers. To help achieve these objectives, the Company continued its focus on industries and market innovation and continued to invest in and enhance its capabilities and offerings. We continue to align our resources around our 5 operating groups (Communications, Media & Technology, Financial Services, Health & Public Service, Products and Resources) and 5 businesses (Accenture Strategy, Accenture Consulting, Accenture Digital, Accenture Technology and Accenture Operations).

 

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Educating, energizing and inspiring the Company’s people — “People Developer.” The Company’s objectives included motivating its employees and executing its human capital and diversity strategies. These objectives were applicable to each of the named executive officers. In fiscal 2015, the Company continued to implement its human capital strategy to ensure that it has the best talent, with highly specialized skills, at the right levels in the right locations, to enhance our differentiation and competitiveness. The Company remains deeply committed to the career development of its people and invested $841 million in fiscal 2015 in training and professional development — leveraging the latest digital technologies, including virtual classrooms, to deliver highly relevant training at the point of need. The Company continued with its programs to identify and develop high-potential future Accenture Leaders in Greater China, India, Australia, the ASEAN countries, Latin America, the Middle East and South Africa, among other geographies. The Company also invested in executive leadership development for women, which aims to identify and develop high potential women leaders within Accenture, and its annual program that focuses on building future client account leadership capabilities. The Company was widely recognized externally as an employer of choice and for its diversity efforts to attract and retain working mothers, ethnic minorities, military veterans, people with disabilities and lesbian, gay, bisexual and transgender (LGBT) employees. Further, in fiscal 2015, the Company demonstrated its ongoing commitment to corporate citizenship and sustainability initiatives by setting a series of new goals related to its Skills to Succeed initiative, carbon reduction and workforce diversity as discussed under “Corporate Governance — Corporate Citizenship and Sustainability” above.

 

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Running Accenture as a high performance business — “Business Operator.” The Company’s fiscal 2015 business outlook included the new bookings, revenues, operating margin, earnings per share and free cash flow targets outlined under “— Company Highlights — Fiscal 2015 Company Performance” above. For fiscal 2015, the Company delivered on every metric in the initial business outlook provided in its September 24, 2014 earnings announcement. For the year, the Company met its original outlook for new bookings and exceeded its original outlook for revenue with very strong growth of 11% in local currency and 3% in U.S. dollars, gaining significant market share. The Company met its operating margin and earnings per share objectives on an adjusted basis while continuing to make significant investments in the business, generated strong free cash flow, met its commitment to return cash to shareholders and continued to achieve high levels of internal controls compliance. The new bookings, revenues, operating margin, earnings per share and free cash flow objectives were applicable to each of the named executive officers.

Determination of Total Compensation Opportunity

As discussed above, our compensation programs are designed to provide each of the named executive officers a total compensation opportunity and structure that should result in realizable total direct compensation that aligns with the Company’s and the individual’s performance.

In determining the total compensation opportunity for each named executive officer, in addition to internal comparisons across our global management committee, the Compensation Committee also reviewed, with the assistance of Pay Governance, the total compensation opportunities of the named executive officers of the companies within our peer group, specifically analyzing the reported total compensation opportunity at the 50th and 75th percentiles of the peer group as appropriate frames of reference. The Compensation Committee believes that the Company’s programs are designed so that the named executive officers should only receive a level of compensation in the upper quartile of our peer group if both their individual performance and the Company’s performance are in the “exceeds” category, as discussed under “— Company Highlights — Fiscal 2015 Company Performance” above and “—Performance Objectives Used in Evaluations” above.

Comparison of Realizable Total Direct Compensation to Company Performance

Because the future performance of neither the Company nor the companies in our peer group are known at the time that the compensation opportunities under the Company’s programs are established, Pay Governance also performs for the Compensation Committee an annual review of the most recent historical alignment of pay and performance relative to the Company’s peers. This review is intended to help the Compensation Committee ensure that the Company aligns pay and performance relative to its peers and that our compensation programs are working as intended. The results of the review with respect to all of our named executive officers are summarized in “— Pay-for-Performance” above.

FISCAL 2015 COMPENSATION DECISIONS

 

Summaries of the processes undertaken and the compensation decisions made by the Compensation Committee in October 2015 for our chairman and chief executive officer and the other named executive officers of the Company are set out below.

Chairman and Chief Executive Officer

At a meeting in October 2015, the Nominating & Governance Committee, together with the Compensation Committee, set Mr. Nanterme’s individual performance rating for fiscal 2015 at a level consistent with the overall Company performance rating, which was in the “exceeds” category. In making this determination, the committees took into account the Company’s overall fiscal 2015 performance, the results of Mr. Nanterme’s leadership (including feedback solicited by our chief human resources officer from members of our global management committee and other senior leaders) and the impact that he had on the Company’s performance, as well as his performance against a set of approximately 12 performance “objectives,” some of which were Company-based performance objectives. As described

 

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above, these financial, operational and qualitative objectives fell under 3 themes: “Value Creator”; “People Developer”; and “Business Operator.” In evaluating performance against the objectives, no formula or pre-determined weighting was used, and no one objective was individually material. Mr. Nanterme was not present during the committees’ review of his performance.

At a subsequent meeting, the Compensation Committee reviewed with its compensation consultant, Pay Governance, the results of Pay Governance’s market trends report, chief executive officer pay benchmarking report and the pay-for-performance report discussed below under “— Role of Benchmarking.” As part of this review, Pay Governance provided input to the Compensation Committee regarding the final 2015 compensation for Mr. Nanterme. This input reflected the Company’s performance results for fiscal 2015; sustained historical performance results achieved over multiple years; external market references (including absolute and relative performance against peers); internal compensation references; and the leadership role of Mr. Nanterme. Mr. Nanterme was not involved in setting his compensation and was not present during the Compensation Committee’s review of his compensation.

As a result of its fiscal 2015 assessments and data provided by its compensation consultant, the Compensation Committee approved the following compensation elements for Mr. Nanterme set out below:

 

Compensation Element		Chairman and Chief Executive Officer Compensation Determinations
Base Compensation		Base compensation of €865,476, to be paid in euros, consistent with his base compensation for the prior compensation year.
Global Annual Bonus		Fiscal 2015 cash bonus of €2,812,797, to be paid in euros, an increase of 28% compared with fiscal 2014, reflecting very strong Company and individual performance.
Long-Term Equity Compensation		Equity awards with a target grant date fair value of approximately $12,515,000 to be made in January 2016. These equity awards represent an increase of 13% compared with the target grant date fair value of the equity awards made to Mr. Nanterme in January 2015.
		The Key Executive Performance Share Program, which has a target grant date fair value of $11,325,000, represents approximately 90% of the equity to be granted to Mr. Nanterme and will vest, if at all, following the completion of fiscal 2018 based on future Company performance over a 3-year period. The remaining $1,190,000, representing approximately 10% of the equity to be granted to Mr. Nanterme, will vest on a time-based schedule under the Accenture Leadership Performance Equity Award Program.

 

 

 

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Named Executive Officers Other than the Chairman and Chief Executive Officer

In determining the fiscal 2015 compensation of the named executive officers, other than the chairman and chief executive officer, Mr. Nanterme submitted a recommendation to the Compensation Committee for the overall compensation of each of these officers for the committee’s review, discussion and approval. In making these recommendations, Mr. Nanterme considered the following 4 factors: (1) Company performance, including objective and subjective measures; (2) each officer’s individual contribution and demonstrated leadership; (3) internal comparisons across our global management committee; and (4) external market references. Individual contribution and leadership of each named executive officer were measured against the relevant portions of the performance “objectives” as described above in “— Process for Determining Executive Compensation — Performance Objectives Used in Evaluations.” Management and the Compensation Committee believe that this approach reflects that the leadership team is collectively responsible for a broad range of Company results and initiatives. In evaluating performance against the objectives, no formula or pre-determined weighting was used, and no one objective was individually material.

Mr. Nanterme discussed with the Compensation Committee the leadership role and performance of each of the named executive officers, other than himself. For the other named executive officers, to the extent applicable, Mr. Nanterme also discussed with the Compensation Committee the financial results of the businesses for which they were responsible. In developing his recommendations to the Compensation Committee for the compensation of such named executive officers, Mr. Nanterme used a report prepared by Towers Watson for management. The Towers Watson report included information on market-comparable compensation based on a benchmarking approach developed by Towers Watson and Pay Governance. Before making the final compensation decisions for the year, the Compensation Committee shared and reviewed with Pay Governance both the recommendations of Mr. Nanterme and the Towers Watson report prepared for management.

Based upon Mr. Nanterme’s recommendations, the Compensation Committee’s assessment of each of the other named executive officers’ fiscal 2015 performance and their upcoming responsibilities, and the other considerations described in this Compensation Discussion and Analysis, the Compensation Committee approved the following compensation elements for the named executive officers other than the chairman and chief executive officer:

 

Compensation Element		Other Named Executive Officer Compensation Determinations
Base Compensation		Base compensation consistent with their respective base compensation for the prior compensation year.
Global Annual Bonus		Fiscal 2015 cash bonus, taken as a whole, increased an average of 32% in local currency compared to the total cash bonus for fiscal 2014, reflecting very strong Company and individual performance.
Long-Term Equity Compensation1		Equity awards to be made in January 2016, including awards based on their individual performance in fiscal 2015, with a total target grant date fair value, taken as a whole, that increased 18% compared to the total target grant date fair value, taken as a whole, made to them in fiscal 2015.   The Key Executive Performance Share Program, which has a target grant date fair value, taken as a whole, of $6,500,000, represents 68% of the equity to be granted to our other named executive officers and will vest, if at all, following the completion of fiscal 2018 based on 3-year Company performance; 32% of the equity granted to our other named executive officers will vest on a time-based schedule under the Accenture Leadership Performance Equity Award Program.

(1)	Excludes awards made to Mr. Rohleder, which are discussed below.

In connection with the previously announced retirement of Mr. Rohleder, the Company’s former group chief executive—North America, the Compensation Committee determined that in lieu of the time-vesting awards of RSUs that would have been granted to Mr. Rohleder for his performance in fiscal 2015, Mr. Rohleder will instead receive an equivalent amount of cash in the amount of $750,000. This has the effect of changing equity compensation that would have been reportable for Mr. Rohleder in fiscal 2016 had he been a named executive

 

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officer for that fiscal year to bonus compensation for fiscal 2015, as reflected in the “Summary Compensation Table” below. In addition, in connection with Mr. Rohelder’s retirement, the Compensation Committee approved the waiver of the remaining service-based vesting conditions for a portion of Mr. Rohleder’s previously granted awards under the Voluntary Equity Investment Program and under the 2014 and 2015 Key Executive Performance Share Programs.

Role of Benchmarking

To support the Compensation Committee, Pay Governance performs extensive analyses focusing on executive compensation trends, compensation opportunity, total realizable pay, the difficulty of achieving incentive plan goals and pay-for-performance alignment.

Fiscal 2015 Peer Group

Each year the Compensation Committee also reviews and approves a peer group for use in conducting competitive market analyses of compensation for our named executive officers. We do not believe many companies compete directly with us in all lines of our business. However, with the assistance of Pay Governance, the Compensation Committee identifies a peer group of relevant public companies for which data are available that are comparable to the Company in at least some areas of our business. Our peer group includes companies that have one or more of the following attributes, which were considered in the screening process to identify appropriate peers:

 

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

 

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revenues within a range similar to Accenture’s revenues;

 

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similar business or services operations in the industries and markets in which Accenture competes; and

 

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being a direct line of business competitor.

Our peer group did not change in fiscal 2015 compared to fiscal 2014. During fiscal 2014, the Compensation Committee, in consultation with Pay Governance, removed SAIC, Inc. as one of the peer group companies as a result of its corporate reorganization and added Cognizant Technology Solutions Corporation as a substitute comparable company. Except for this change, our peer group companies have been unchanged since fiscal 2010. The Compensation Committee believes this grouping provides a meaningful gauge of current pay practices and levels as well as overall compensation trends among companies engaged in the different aspects of the Company’s business. This group of companies is different from the peer group companies used for measuring total shareholder return for the Key Executive Performance Share Program (see also “— Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table — Key Executive Performance Share Program” below).

 

The Compensation Committee and Pay Governance also reviewed, for reference, a report prepared by Towers Watson for management based on (1) the most recent available published survey data and (2) data from the peer companies’

 

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most recent proxy filings on compensation levels of the highest-paid executives at comparably large companies. The Compensation Committee uses this information to understand the current compensation practices in the broader marketplace. While providing valuable background information, this information did not materially affect the determination of the compensation of any named executive officer for fiscal 2015.

COMPENSATION PROGRAMS

 

This section describes the elements of our named executive officers’ compensation, which consist of the following:

 

Cash Compensation		Long-Term Equity Compensation
Base Compensation		Key Executive Performance Share Program
Global Annual Bonus		Accenture Leadership Performance Equity Program
		Voluntary Equity Investment Program

Cash Compensation

Cash compensation for Accenture’s named executive officers consists of 2 components: base compensation and the global annual bonus, each of which are described below.

Base Compensation

Base compensation provides a fixed level of compensation to a named executive officer each year and reflects the named executive officer’s leadership role, as opposed to individual performance. Base compensation may vary for named executive officers based on relative market compensation. Increases to base compensation, if any, generally take effect at the beginning of the compensation year, which begins on December 1 of each year.

Global Annual Bonus

The global annual bonus is designed to tie pay to both individual and Company performance. Funds are accrued during the fiscal year based on Company financial performance, compared to the earnings and profitability targets for the year. Final overall funding decisions are made at the end of the fiscal year based primarily upon the Company’s performance against these targets and are subject to approval by the Compensation Committee. Once the program’s Company-wide funding for the year is finalized, individual payout is determined based on each eligible employee’s career level within the Company and individual performance rating. Payments under this program are made in December. The program is designed to give higher bonuses to top performers and to provide higher incentives as employees advance through our career levels. All members of Accenture Leadership (approximately 5,700 employees), in addition to our named executive officers, are generally eligible for the global annual bonus.

Each of the named executive officers was assigned an annual target opportunity range that is a percentage of his base compensation. For Mr. Nanterme, this percentage ranged from zero to 350% of base compensation (consistent with last year’s range), and for the other named executive officers, this percentage ranged from zero to 145% of base compensation (which was also consistent with last year’s range). A named executive officer may earn more or less than his target award based upon the Company’s overall funding of the bonus pool under the plan and his or her individual annual performance rating, subject to a cap on the maximum payout. The Compensation Committee took the Company’s overall performance results into consideration in approving an overall funding percentage for the global annual bonus that was funded at the target level. This funding percentage applied to all eligible Accenture employees, including the named executive officers, based on their individual performance and career level.

Long-Term Equity Compensation

Our long-term equity compensation aligns the interests of our named executive officers with those of our shareholders. The Company intends for long-term equity compensation to constitute a significant component of the compensation opportunity for the named executive officers. The Company offers all of its equity grants in the form of RSUs, which are

 

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subject to performance and/or time vesting requirements. With respect to fiscal 2015, equity compensation awards for our named executive officers were approved under the following 3 separate programs.

 

Program		Eligible Employees		Objective
Key Executive Performance Share Program		Named executive officers and other members of our global management committee		Reward participants for driving the Company’s business to meet performance objectives related to operating income results and relative total shareholder return, in each case, over a 3-year period, encourage retention and align the interests of eligible participants with our shareholders.
Accenture Leadership Performance Equity Award Program		Members of Accenture Leadership		Recognize and reward high performers based on their individual performance and the Company’s performance, in each case, during the prior fiscal year, encourage retention and align the interests of eligible participants with our shareholders.
Accenture Leadership Voluntary Equity Investment Program		Members of Accenture Leadership		Encourage share ownership among Accenture Leadership through voluntary monthly purchases of shares via payroll deductions, with a 50% RSU matching grant opportunity upon satisfaction of program terms.

Our long-term equity compensation programs are part of a larger framework of compensation for all of our employees. As individuals assume more senior roles at the Company, they become eligible for additional equity compensation programs. As described above, our named executive officers and members of the global management committee are eligible for awards that are intended to reward their individual performance, align their pay with achievement of both annual and long-term performance goals and encourage them to acquire meaningful ownership stakes in Accenture.

Key Executive Performance Share Program

The Key Executive Performance Share Program is the primary program under which the Compensation Committee grants RSUs to the named executive officers and members of our global management committee and is intended to be the most significant single element of our named executive officers’ compensation over time. The program rewards these individuals for driving the Company’s business to meet performance objectives related to 2 metrics: operating income results and relative total shareholder return, in each case, over a 3-year period. For grants made with respect to fiscal 2015, the Company continued its approach of weighting operating income results more heavily than total shareholder return. The compensation opportunity under these grants will be based on performance weighted 75% on cumulative operating income results and 25% on cumulative total shareholder return, in each case over a 3-year period. This approach recognizes that operating income more accurately reflects the Company’s performance against its objectives. Vesting of grants under the program depends on Accenture’s cumulative performance against these metrics over the 3-year period. The Company believes this is important because it aligns a significant portion of the named executive officers’ realizable total direct compensation against performance over an extended period. For example, a period of poor performance against the Company’s operating income or total shareholder return targets could affect the ultimate vesting percentage for several years of RSU grants made to the named executive officers under this program. The Company also believes linking compensation to long-term Company performance encourages prudent risk management and discourages excessive risk taking for short-term gain.

Based on the Company’s cumulative operating income and total shareholder return for the 3-year period from fiscal 2013 through fiscal 2015, the 2013 Key Executive Performance Share Program awards vested at 107% of the target level (see also “— Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table — Key Executive Performance Share Program” below).

Accenture Leadership Performance Equity Award Program

The Accenture Leadership Performance Equity Award Program, for which all members of Accenture Leadership are eligible, is designed to recognize and reward high-performing members of Accenture Leadership for their performance in the most recently completed fiscal year and is funded based on overall Company performance. High-performing members of Accenture Leadership receive equity grants in the form of time-vesting RSUs based on their annual

 

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performance rating, which awards will vest in equal installments over a 3-year period with shortened vesting schedules applicable to participants who are age 50 or older. Each of the named executive officers is eligible for grants under this program based on his or her annual performance rating for fiscal 2015. The number of RSUs granted to members of Accenture Leadership under this program may also be adjusted based on Company performance. Based on Company performance in fiscal 2015, the overall funding percentage for awards to be made in January 2016 was set at 100% (see also “— Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” below).

Voluntary Equity Investment Program

The Voluntary Equity Investment Program is a matching program that further encourages share ownership among all members of Accenture Leadership, who may designate up to 30% of their cash compensation to make monthly purchases of Accenture plc Class A ordinary shares. Total contributions from all participating members of Accenture Leadership under this program are limited to an amount that is not more than 15% of the total amount expended for cash compensation for members of Accenture Leadership. Following the end of the program year, participants who continue to be employed are awarded a 50% matching RSU grant that generally vests 2 years later, which enables members of Accenture Leadership to receive 1 RSU for every 2 shares they purchased during the year, provided they do not sell or transfer the purchased shares prior to the matching grant date (see also “— Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” below).

Other Compensation

Consistent with the Company’s compensation philosophy, the Company provides only limited personal benefits to the named executive officers. These include the use of an automobile and driver for the chairman and chief executive officer, premiums paid on life insurance policies, tax-return preparation services and, for our retired named executive officers, partially subsidized medical insurance benefits. Consistent with Company practice for international assignments, Mr. Casati receives a housing allowance. In addition, gifts to educational institutions made by Mr. Rohleder and Ms. Sweet were matched by the Company under the charitable gift matching program applicable to all U.S. employees. Additional discussion of the personal benefits and other compensation provided to the named executive officers in fiscal 2015 is included in the “Summary Compensation Table” below.

ADDITIONAL INFORMATION

 

Equity Ownership Requirements

The Company has an equity ownership requirement policy pursuant to which the Company’s most stringent share ownership requirements apply to the named executive officers. These share ownership requirements are intended to ensure that each of the named executive officers holds a meaningful ownership stake in Accenture. The Company intends that this ownership stake will further align the interests of the named executive officers and the Company’s shareholders. Under these requirements, by the 5th anniversary of achieving that status, each of the named executive officers is required to hold Accenture equity with a value equal to at least 6 times his or her base compensation. Each of our named executive officers (except Mr. Rohleder who retired on August 31, 2015) maintains ownership of Accenture equity in excess of this requirement. Named executive officers may only satisfy this ownership requirement through the holdings they acquire pursuant to the Company’s share programs, and the Company does not apply holding periods to any specific equity award beyond its vesting date(s).

Derivatives and Hedging

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

Pledging Company Securities

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

 

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Employment Agreements

The Company’s named executive officers, other than Mr. Nanterme, have each entered into standardized employment agreements with the Company’s local affiliates in the country in which they are employed that include non-competition and non-solicitation obligations. The Company’s employment agreements do not include negotiated compensatory commitments, guaranteed bonus amounts, “golden parachutes,” multi-year severance packages, significant accelerated vesting of stock awards or other payments triggered by a change of control, U.S. Internal Revenue Code section 280G or other tax gross-up payments related to a change of control or other features that have been found in executive employment agreements in the Company’s industry, other than as may be required by local law. The named executive officers receive compensatory rewards that are tied to their own performance and the performance of the Company’s business, rather than by virtue of longer-term employment agreements. This is consistent with the Company’s objective to reward individual performance and support the achievement of its business objectives.

Post-Termination Compensation

The Company has structured its employment arrangements with the named executive officers such that it only provides limited post-termination compensation. Except as required under French law for Mr. Nanterme as discussed below, the Company’s employment agreements with our named executive officers do not contain multi-year or significant lump-sum compensation payouts to a named executive officer upon termination of employment. Similarly, except for Mr. Rowland, the Company has chosen not to contribute to pension or other retirement plans for any of the current named executive officers and does not offer significant deferred cash compensation or other post-employment benefits. Mr. Rowland became a participant in the Company’s U.S. pension plan prior to assuming a leadership role with the Company. As described under “Pension Benefits for Fiscal 2015” below, the benefits for Mr. Rowland under this plan were frozen on August 31, 2000.

Post-Termination Compensation under Employment Agreements

Mr. Nanterme’s employment agreement is governed by French law and includes the following provisions:

 

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payments for his post-employment non-competition and non-solicitation obligations, equal to 12 months’ base and bonus compensation (based on the average amount received over the 12 months preceding termination), provided, however, that those payments can be reduced or limited to the extent the Company chooses not to enforce the non-competition and non-solicitation obligations;

 

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3 months’ notice (or payment of 3 months’ base and bonus compensation (based on the average amount received over the 12 months preceding termination) in lieu of notice) except in the case of serious or gross misconduct; and

 

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except in the case of voluntary resignation, a severance payment under the collective bargaining agreement that applies under French law to all Accenture employees in France, equal to one-third of a month of base and bonus compensation (based on the average amount received over the 12 months preceding termination) per year of service, up to a maximum of 12 months,

in each case, as described under “Potential Payments upon Termination” below.

Mr. Casati’s employment agreement, which is our standard agreement for members of Accenture Leadership in Singapore, is governed by the laws of the Republic of Singapore and includes the following provisions:

 

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payments for his post-employment non-competition and non-solicitation obligations, equal to his annual base compensation, except that the Company will not be obligated to make such payments in the event it waives the non-competition and non-solicitation obligations on or before termination; and

 

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4 months’ notice for termination (or payment of 4 months’ base compensation in lieu of notice), except in the event of termination for cause,

in each case, as described under “Potential Payments upon Termination” below.

 

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U.S. Accenture Leader Separation Benefits Plan

Members of Accenture Leadership employed in the United States, including Messrs. Rowland, Rohleder and van ’t Noordende and Ms. Sweet, are eligible for benefits under our Accenture Leader Separation Benefits Plan. With respect to our most senior leaders, this plan provides that, subject to the terms and conditions of the plan, and contingent upon the execution of a separation agreement (which requires, among other things, a complete release of claims and affirmation of existing post-departure obligations, including non-compete and non-solicitation requirements), if the leader’s employment is involuntarily terminated, other than for “cause” (as defined under the plan), the terminated executive is entitled to receive the following:

 

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if the termination is for reasons unrelated to performance: (1) an amount equal to 6 months of base compensation, plus (2) 1 week of base compensation for each completed year of service (up to an additional 2 months of base compensation), plus (3) a $12,000 Consolidated Omnibus Budget Reconciliation Act (“COBRA”) payment (which is related to health and dental benefits); or

 

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if the termination is for reasons related to performance: (1) an amount equal to 4 months of base compensation, plus (2) an $8,000 COBRA payment.

In addition, members of Accenture Leadership who are terminated involuntarily other than for cause, including those terminated for reasons related to performance, are entitled to 12 months of outplacement benefits, which is provided by an outside firm selected by Accenture, at a maximum cost to Accenture of $11,000 per person (see “Potential Payments upon Termination” below).

U.S. Retiree Medical Benefit Program

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

Global Management Committee Retirement Provisions

On October 22, 2014, the Compensation Committee approved new retirement provisions related to the vesting of outstanding awards under the Company’s former Senior Officer Performance Equity Award Program and to cash payments in lieu of receiving RSUs under the Accenture Leadership Performance Equity Award Program that are intended to generally apply to all global management committee members. While the new provisions are intended to replace most individual retirement decisions, the Compensation Committee may, from time to time, approve individual separation arrangements with global management committee members, such as the decision described below with respect to Mr. Rohleder. Pursuant to the terms of the Senior Officer Performance Equity Awards (which program was discontinued in fiscal 2014), if a global management committee member (other than our chief executive officer) who is eligible for age-based vesting retires on or after the fiscal year-end (August 31) but before the following January 1, the Company will allow for the vesting of awards that would otherwise have vested on January 1 had such global management committee member not retired before that date (see “Potential Payments upon Termination” below). In addition, the Compensation Committee determined that qualifying members of our global management committee who retire on or after the fiscal year-end but before the following February 1 will receive a cash payment in recognition of their prior fiscal year performance rather than receiving RSUs under the Accenture Leadership Performance Equity Award Program, which they would have received had they not retired before that date.

In addition to the global management committee retirement provisions described above, in connection with the previously announced retirement of Mr. Rohleder, who has held many senior leadership roles during his 34 years with the Company, including most recently group chief executive — North America from June 2014 to May 2015, group chief executive — Health & Public Service from September 2009 to June 2014 and the Company’s chief operating officer from September 2004 to September 2009, the Compensation Committee determined to waive the remaining service-based vesting conditions for 4,362 time-vesting restricted share units granted under the 2014 Voluntary Equity Investment Program, and for 33,991 performance-vesting restricted share units (assuming target performance) granted under the 2014 and 2015 Key Executive Performance Share Programs that were not otherwise scheduled to vest on or prior to Mr. Rohleder’s retirement.

 

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No Change in Control Arrangements

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

Clawback Policy

Accenture has a clawback policy that applies to both incentive cash bonus and equity-based incentive compensation awarded to the Company’s chairman and chief executive officer, members of the global management committee and approximately 200 of its most senior leaders. Under the policy, to the extent permitted by applicable law and subject to the approval of the Compensation Committee, the Company may seek to recoup any incentive based compensation awarded to any executive subject to the policy, if (1) the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws; (2) the misconduct of an executive subject to the policy contributed to the noncompliance that resulted in the obligation to restate; and (3) a lower award would have been made to the covered executive had it been based upon the restated financial results.

Under the terms of Mr. Nanterme’s employment agreement, a violation of his obligations of confidentiality, non-competition and/or non-solicitation would result in a repayment by him of 6 months of base compensation.

In addition, the existing equity grant agreements between Accenture and our named executive officers include recoupment provisions in specific circumstances, even after the awards have vested. For example, in the event a named executive officer leaves the Company and competes against us within a specified time period (for example, by joining a competitor, targeting our clients or recruiting our employees), the award recipient is generally obligated to return to the Company the shares originally delivered to that recipient under our equity programs.

Compensation Risk Assessment and Management

In fiscal 2015, management performed an annual comprehensive review for the Compensation Committee regarding whether the risks arising from any of our compensation policies or practices are reasonably likely to have a material adverse effect on the Company. We believe that the structure of our compensation program does not encourage unnecessary or excessive risk taking. Our policies and practices include some of the following risk-mitigating characteristics:

 

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compensation programs operate within a governance and review structure that serves and supports risk mitigation;

 

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

 

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a balance of annual and long-term incentive opportunities and of fixed and variable features;

 

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vesting of performance-based equity awards, the most significant element of our named executive officers’ compensation opportunity over time, is determined based on achievement of 2 metrics, measured on a cumulative basis, over a 3-year period (operating income relative to plan and total shareholder return relative to a peer group);

 

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focus on a variety of performance objectives, thereby diversifying the risk associated with any single indicator of performance; and

 

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

 

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COMPENSATION COMMITTEE REPORT

 

The Compensation Committee has reviewed the Compensation Discussion and Analysis section of this proxy statement and discussed that section with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K. This report is provided by the following independent directors, who compose the Compensation Committee:

The Compensation Committee

Marjorie Magner, Chair

Dina Dublon

William L. Kimsey

Arun Sarin

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

Our Compensation Committee is composed solely of independent directors. During fiscal 2015, no member of our Compensation Committee was an employee or officer or former officer of Accenture or had any relationships requiring disclosure under Item 404 of Regulation S-K. None of our executive officers has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or our Compensation Committee during fiscal 2015.

 

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SUMMARY COMPENSATION TABLE

 

The table below sets forth the compensation earned by or paid to our named executive officers during the fiscal years ended August 31, 2013, 2014 and 2015. Ms. Sweet and Messrs. Casati and van ’t Noordende were not named executive officers in 2013 and 2014; therefore, in accordance with the SEC’s disclosure rules, information regarding compensation for the year that those individuals were not named executive officers is not included in the table below. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards, as further described below.

 

Name & Principal Position		Year				Salary($)				Bonus($)				Stock Awards($)(1)				Option Awards($)				Non-Equity Incentive Plan Compensation($)(2)				Change in Pension Value &  Nonqualified Deferred Compensation Earnings($)				All Other Compensation($)(3)				Total($)
PIERRE NANTERME(4) Chairman and Chief Executive Officer			2015 2014 2013			$ $ $	1,010,664 1,179,798 1,126,333				— — —			$ $ $	11,696,292 11,899,930 10,481,421				— — —			$ $ $	2,990,047 2,742,937 3,134,328				— — —			$ $ $	79,211 102,798 44,313			$ $ $	15,776,214 15,925,463 14,786,395
DAVID P. ROWLAND Chief Financial Officer			2015 2014 2013			$ $ $	1,122,781 1,082,750 1,082,750				— — —			$ $ $	2,415,292 1,729,838 1,190,562				— — —			$ $ $	1,459,616 1,122,140 815,138			$ $	15,785 51,986 —	(5)  (5)		$ $ $	5,955 5,726 5,176			$ $ $	5,019,429 3,992,440 3,093,626
GIANFRANCO CASATI(6) Group Chief Executive — Growth Markets			2015			$	1,015,914				—			$	2,202,266				—			$	1,242,549				—			$	274,827			$	4,735,556
ALEXANDER M. VAN ’T NOORDENDE Group Chief Executive — Products			2015			$	1,136,125				—			$	2,221,912				—			$	1,354,261				—			$	10,241			$	4,722,539
JULIE SWEET(7) Group Chief Executive — North America			2015			$	1,136,125				—			$	1,939,802				—			$	1,329,266				—			$	109,904			$	4,515,097
STEPHEN J. ROHLEDER(8) Former Group Chief Executive — North America			2015 2014 2013			$ $ $	1,136,125 1,136,125 1,136,125			$	750,000 — —	(9)		$ $ $	4,839,238 2,251,357 2,359,666	(10)			— — —			$ $ $	1,476,962 1,331,039 1,431,518				— — —			$ $ $	181,698 11,781 13,130			$ $ $	8,384,023 4,730,302 4,940,439

 

(1)

Represents aggregate grant date fair value of stock awards during each of the years presented, computed in accordance with Topic 718, without taking into account estimated forfeitures. The assumptions made when calculating the amounts are found in Note 11 (Share-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended August 31, 2015. Terms of the fiscal 2015 stock awards are summarized under “Compensation Discussion and Analysis — Compensation Programs — Long-Term Equity Compensation” above and in “— Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” below. With respect to amounts included for the Key Executive Performance Share Program awards, the estimate of the grant date fair value determined in accordance with Topic 718, which is based on probable outcome as of the grant date, assumes vesting between target and maximum. Assuming the achievement of either the probable outcome as of the grant date or maximum performance, the aggregate grant date fair value of the Key Executive Performance Share Program awards for each fiscal year included in this column would be as follows:

 

 

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(2)

Amounts reflect payments that were or will be made in December 2015, December 2014 and December 2013 under the global annual bonus program with respect to the 2015, 2014 and 2013 fiscal years, respectively. The terms of the global annual bonus are summarized under “Compensation Discussion and Analysis — Compensation Programs — Cash Compensation — Global Annual Bonus” above.

 

(3)

In accordance with the SEC’s disclosure rules, perquisites and other personal benefits provided to the named executive officers are not included for fiscal 2015 for Messrs. Rowland and van ’t Noordende because the aggregate incremental value of these items was less than $10,000 for each of these named executive officers. The incremental costs of perquisites and other personal benefits provided to Mr. Nanterme for fiscal 2015 were $42,606 for a car and driver and $19,504 for tax preparation and audit-related fees. The incremental cost of Mr. Nanterme’s car and driver was computed based on the actual fees paid to a service provider. The incremental costs of perquisites and other personal benefits provided to Mr. Casati for fiscal 2015, consistent with Company practice for international assignments, were $272,701 for a housing allowance and maintenance costs. The incremental costs of perquisites and other personal benefits provided to Ms. Sweet and Mr. Rohleder for fiscal 2015 include matching gifts to educational institutions where the Company recruits under our charitable gift matching program applicable to all U.S. employees. In the case of Ms. Sweet, the Company made a $100,000 matching gift for the establishment of the Accenture Changemaker Fund, and, in the case of Mr. Rohleder, the Company made a $125,000 matching gift for the establishment of the Rohleder/Accenture Presidential Scholarship in Business. The incremental costs of perquisites and other benefits provided to Ms Sweet and Mr. Rohleder for fiscal 2015 also include $6,500 and $6,360, respectively, for tax preparation fees. In addition, Mr. Rohleder received a retirement gift with an incremental cost of $9,962 in recognition of his 34 years of service.

 

Included for fiscal 2015 are life insurance premium payments of $10,573 for Mr. Nanterme, $4,362 for Mr. Rowland, $2,126 for Mr. Casati, $7,206 for Mr. van ’t Noordende, $2,970 for Ms. Sweet and $7,530 for Mr. Rohleder, and payments of $1,593 for Mr. Rowland, $303 for Mr. van ’t Noordende, $434 for Ms. Sweet and $8,355 for Mr. Rohleder, paid as reimbursement for excess taxes paid by them in jurisdictions in which those executives provided services to the Company outside of their respective home jurisdictions. These services resulted in taxes due in excess of the rate applicable to their respective home jurisdictions, which excesses were reimbursed by the Company. The amounts also include payments of $2,732 for Mr. van ’t Noordende for tax equalization payments under the Company’s same sex medical benefit equalization policy; as a result of a change in U.S. tax regulations regarding the taxation of benefits provided to married same sex couples, the Company’s equalization policy will no longer be necessary starting in fiscal 2016. The amounts further include $7,558 to Mr. Rohleder for a tax reimbursement related to his retirement gift, $16,933 for Mr. Rohleder for the accrued vacation payment he received in connection with his retirement at the end of fiscal 2015 and $6,528 for Mr. Nanterme for profit sharing mandated by French law.

 

Also, in accordance with applicable SEC rules, the value of dividend equivalents credited or otherwise allocated to RSUs in the form of additional RSUs with the same vesting terms as the original awards is not included in the “All Other Compensation” column because their value is factored into the grant date fair value of RSU awards. Additional RSUs awarded in connection with dividend adjustments are subject to vesting and delivery conditions as part of the underlying awards.

 

(4)

Mr. Nanterme is based in Europe and is compensated in euros. We converted his fiscal 2015 cash compensation, his local life insurance premium payment and the incremental cost of his car and driver to U.S. dollars at an exchange rate of 0.85634, which was the average monthly translation rate for fiscal 2015. His Non-Equity Incentive Plan Compensation amount was converted to U.S. dollars at an exchange rate of 0.94072, which is the monthly translation rate for the month in which the applicable payment will be made.

 

(5)

Mr. Rowland is our only named executive officer who has benefits under a pension plan or other retirement plan to which the Company contributes. He became a participant in the pension plan prior to assuming a leadership role at the Company, and his benefits under the plan were frozen on August 31, 2000, so there were no additional accruals in fiscal 2015. The actuarial present value of his accumulated pension benefit increased by $15,785 during fiscal 2015 due solely to the passage of time and a change in the applicable discount and mortality rates. The terms of his pension arrangements are summarized under “Pension Benefits for Fiscal 2015” below.

 

(6)

Mr. Casati is based in Singapore and is compensated in Singapore dollars. We converted his fiscal 2015 cash compensation, his local life insurance premium payment and the cost of his housing allowance and maintenance costs to U.S. dollars at an exchange rate of 1.32366, which was the average monthly translation rate for fiscal 2015. His Non-Equity Incentive Plan Compensation amount was converted to U.S. dollars at an exchange rate of 1.40690, which is the monthly translation rate for the month in which the applicable payment will be made.

 

(7)	Ms. Sweet served as our general counsel, secretary and chief compliance officer until June 1, 2015, when she became our group chief executive — North America.

 

(8)	Mr. Rohleder served as our group chief executive — North America until June 1, 2015. Mr. Rohleder retired from Accenture, effective August 31, 2015.

 

(9)

As described in “Compensation Discussion and Analysis — Fiscal 2015 Compensation Decisions — Named Executive Officers Other than the Chairman and Chief Executive Officer” above, the amount reflects an equivalent cash payment to be made in February 2016 to reward Mr. Rohleder for his performance in fiscal 2015 in lieu of an RSU award that would have been granted to Mr. Rohleder for his performance in fiscal 2015. This cash payment had the effect of changing equity compensation that would have been reportable in fiscal 2016 had Mr. Rohleder been a named executive officer for that fiscal year to bonus compensation reportable for fiscal 2015.

 

(10)

As described in “Compensation Discussion and Analysis — Fiscal 2015 Compensation Decisions — Named Executive Officers Other than the Chairman and Chief Executive Officer” above, in connection with Mr. Rohleder’s retirement on August 31, 2015, among other things, the Company modified the terms of Mr. Rohleder’s outstanding RSU awards to waive the remaining service-based vesting conditions for a portion of Mr. Rohleder’s previously granted awards under the Voluntary Equity Investment Program and under the 2014 and 2015 Key Executive Performance Share Programs. In accordance with SEC requirements, the amount disclosed as “Stock Awards” for Mr. Rohleder for fiscal 2015 in the table above represents the sum of the following (each of which is also included in the “Grants of Plan-Based Awards for Fiscal 2015” table below): (a) the grant date fair values of the RSUs granted to him in routine fashion on January 1, 2015 (which are computed as described in Note 1 above); and (b) the incremental fair values of the awards modified in connection with his retirement

 

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(which are computed as of the modification date in accordance with Topic 718 under the assumptions identified in Note 1 above, that, among other things, assume that awards would be forfeited absent modification), in order to reflect all compensation decisions made by Accenture during fiscal 2015 with respect to these awards. With respect to the modifications to the awards under the Key Executive Performance Share Program originally granted in fiscal 2014 and fiscal 2015, the estimate of the incremental fair values determined in accordance with Topic 718 assumes vesting based on the Company’s estimated performance through the modification date. The incremental value of the modified awards is:

 

 

Assuming maximum performance is achieved with respect to the modified Key Executive Performance Share Program awards, the incremental fair values of these awards as of the modification date would be:

 

GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2015

 

The table below summarizes each grant of an equity or non-equity award made to the named executive officers during fiscal 2015 under any incentive plan.

 

Name		Grant Date				Date of Committee Approval				Estimated Possible Payouts Under   Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts   Under Equity Incentive Plan Awards												All Other Stock Awards: Number of Shares of Stock or Units(#)				Grant Date Fair Value of Stock and Option Awards($)(2)
										Threshold($)				Target($)				Maximum($)				Threshold(#)				Target(#)				Maximum(#)
PIERRE NANTERME			1/1/2015 1/1/2015 10/22/2014				10/22/2014 10/22/2014 10/22/2014				— — —			$	— — 2,021,337			$	— — 3,537,340				56,733(3) — —				113,483(3) — —				170,217(3) — —				— 9,271(4) —			$ $	10,862,968 833,324 —
DAVID P. ROWLAND			1/1/2015 1/1/2015 10/22/2014				10/22/2014 10/22/2014 10/22/2014				— — —			$	— — 1,128,395			$	— — 1,628,033				9,872(3) — —				19,748(3) — —				29,621(3) — —				— 5,840(4) —			$ $	1,890,363 524,928 —
GIANFRANCO CASATI			1/1/2015 1/1/2015 10/22/2014				10/22/2014 10/22/2014 10/22/2014				— — —			$	— — 1,020,994			$	— — 1,473,076				8,760(3) — —				17,522(3) — —				26,283(3) — —				5,840(4) —			$ $	1,677,338 524,928 —
ALEXANDER M. VAN ’T NOORDENDE			1/1/2015 1/1/2015 1/5/2015 10/22/2014				10/22/2014 10/22/2014 7/21/2014 10/22/2014				— — — —			$	— — — 1,141,806			$	— — — 1,647,381				8,760(3) — — —				17,522(3) — — —				26,283(3) — — —				2,920(4) 3,419(5) —			$ $ $	1,677,338 262,464 282,110 —
JULIE SWEET			1/1/2015 1/1/2015 10/22/2014				10/22/2014 10/22/2014 10/22/2014				— — —			$	— — 1,141,806			$	— — 1,647,381				8,760(3) — —				17,522(3) — —				26,283(3) — —				2,920(4) —			$ $	1,677,338 262,464 —
STEPHEN J. ROHLEDER			1/1/2015 1/1/2015 1/5/2015 10/22/2014 7/13/2015 7/13/2015 7/13/2015				10/22/2014 10/22/2014 7/21/2014 10/22/2014 7/13/2015 7/13/2015 7/13/2015				— — — — — — —			$	— — — 1,141,806 — — —			$	— — — 1,647,381 — — —				8,760(3) — — — 2,745(6) 5,841(6) —				17,522(3) — — — 5,490(6) 11,682(6) —				26,283(3) — — — 8,235(6) 17,522(6) —				— 5,840(4) 4,362(5) — — — 4,362(7)			$ $ $   $ $ $	1,677,338 524,928 359,919 — 597,967 1,243,191 435,895

 

(1)

Represents cash award target opportunity range made pursuant to the global annual bonus, the terms of which are summarized under “Compensation Discussion and Analysis — Compensation Programs — Cash Compensation — Global Annual Bonus” and “Compensation Discussion and Analysis — Process for Determining Executive Compensation — Performance Objectives Used in Evaluations” above. For Mr. Nanterme, the cash award target was 200% of his base compensation, and for the other named executive officers, the cash award target was, on average, 101% of base compensation. The amounts for Mr. Nanterme, who is compensated in euros, and Mr. Casati, who is

 

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compensated in Singapore dollars, were converted into U.S. dollars at exchange rates of 0.85634 and 1.32366, respectively, which were the average monthly translation rates for fiscal 2015. For the actual amounts to be paid to each named executive officer, see the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above and the applicable footnote. Amounts reported under the “Maximum” column represent the high end of the target opportunity range.

 

(2)

Except as otherwise indicated for Mr. Rohleder, represents the grant date fair value of each equity award computed in accordance with Topic 718, without taking into account estimated forfeitures. With respect to the RSU grants made pursuant to the 2015 Key Executive Performance Share Program, the grant date fair value assumes vesting between target and maximum.

 

(3)	Reflects RSU grants made pursuant to the 2015 Key Executive Performance Share Program, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis — Compensation Programs — Long-Term Equity Compensation — Key Executive Performance Share Program” above.

 

(4)

Represents RSU grant made pursuant to the 2015 Accenture Leadership Performance Equity Award Program, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis — Compensation Programs — Long-Term Equity Compensation — Accenture Leadership Performance Equity Award Program” above.

 

(5)	Represents matching RSU grant made pursuant to the Voluntary Equity Investment Program, the terms of which are summarized in the narrative below and under “Compensation Discussion and Analysis — Compensation Programs — Long-Term Equity Compensation — Voluntary Equity Investment Program” above.

 

(6)

As described in “Compensation Discussion and Analysis — Fiscal 2015 Compensation Decisions — Named Executive Officers Other than the Chairman and Chief Executive Officer” above, in connection with the retirement of Mr. Rohleder on August 31, 2015, among other things, the Company modified the terms of his outstanding awards under the 2014 and 2015 Key Executive Performance Share Programs to waive the remaining service-based vesting conditions for that portion of these awards that were not otherwise scheduled to vest on or prior to his retirement. In accordance with SEC requirements, the incremental fair values associated with these modifications, computed as of the modification date in accordance with Topic 718, is reflected in the table above as if new grants had been made.

 

(7)

As described in “Compensation Discussion and Analysis — Fiscal 2015 Compensation Decisions — Named Executive Officers Other than the Chairman and Chief Executive Officer” and footnote 6 to this table above, in connection with the retirement of Mr. Rohleder on August 31, 2015, among other things, the Company modified the terms of his outstanding award under the 2014 Voluntary Equity Investment Program to waive the remaining service-based vesting conditions for that portion of this award that was not otherwise scheduled to vest on or prior to his retirement. In accordance with SEC requirements, the number of RSUs and the incremental fair values associated with the modifications, computed as of the modification date in accordance with Topic 718, is reflected in the table above as if a new grant had been made.

NARRATIVE SUPPLEMENT TO SUMMARY COMPENSATION TABLE AND TO GRANTS OF PLAN-BASED AWARDS TABLE

 

Global Annual Bonus

Our global annual bonus program is described under “Compensation Discussion and Analysis — Compensation Programs — Cash Compensation — Global Annual Bonus” and “Compensation Discussion and Analysis — Process for Determining Executive Compensation — Performance Objectives Used in Evaluations” above.

Key Executive Performance Share Program

Our Key Executive Performance Share Program is described generally under “Compensation Discussion and Analysis — Compensation Programs — Long-Term Equity Compensation — Key Executive Performance Share Program” above. The description below relates to the RSU grants we made to our named executive officers in fiscal 2015 pursuant to the Key Executive Performance Share Program, which have a 3-year performance period beginning on September 1, 2014 and ending on August 31, 2017. The Compensation Committee determined that the compensation opportunity under these grants will be based on performance weighted 75% on cumulative operating income results and 25% on cumulative total shareholder return, in each case over that 3-year period.

 

¡

Operating income results. Up to 75% of the total RSUs granted to a named executive officer on January 1, 2015 under this program will vest, if at all, at the end of the 3-year performance period based upon the achievement of operating income targets by the Company during the performance period. For each fiscal year during the performance period, the Compensation Committee approves an operating income plan for this program that is based on the operating income plan for the Company approved by the full Board. This operating income plan is equivalent to the operating income plan included in our annual fiscal year performance objectives, as described above under “Compensation Discussion and Analysis — Process for Determining Executive Compensation — Performance Objectives Used in Evaluations.” The aggregate of these 3 annual operating income plans forms the reference, or target, for measuring aggregate operating income results over the 3 years. A performance rate

 

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is then calculated as the actual aggregate operating income divided by the target aggregate operating income, with the percentage vesting of RSUs determined as follows:

 

Performance Level		Accenture Performance Rate Versus Target		Percentage of RSUs Granted that Vest (Out of a Maximum of 75%)
Maximum		125% or greater		75%
Target		100%		50%
Threshold		80%		25%
Below Threshold		Less than 80%		0%

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

 

¡

Total shareholder return. Up to 25% of the total RSUs granted to a named executive officer on January 1, 2015 under this program will vest, if at all, at the end of the 3-year performance period based upon Accenture’s total shareholder return, as compared to the total shareholder return of the comparison companies listed below, together with the S&P 500 Total Return Index. Total shareholder return is determined by dividing the fair market value of the stock of a company at the end of the performance period (August 31, 2017), adjusted to reflect cash, stock or in-kind dividends paid on the stock of that company during the performance period, by the fair market value of that stock at the beginning of the performance period (September 1, 2014). In order to compare Accenture’s total shareholder return with that of our comparison companies and the S&P 500 Total Return Index, each company and the S&P 500 Total Return Index is ranked in order of its total shareholder return. Accenture’s percentile rank among the comparison companies and the S&P 500 Total Return Index is then used to determine the percentage vesting of RSUs as follows:

 

Performance Level		Accenture Percentile Rank (Measured as a Percentile)		Percentage of RSUs Granted That Vest (Out of a Maximum of 25%)
Maximum		Accenture is ranked at or above the 75th percentile		25%
Target		Accenture is ranked at the 60th percentile		17%
Threshold		Accenture is ranked at the 40th percentile		8%
Below Threshold		Accenture is ranked below the 40th percentile		0%

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

For fiscal 2015, the following comparison companies, together with the S&P 500 Total Return Index, are used for measuring total shareholder return for the Key Executive Performance Share Program. These companies were chosen in advance of the 2015 compensation year.

 

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This group of companies and the S&P 500 Total Return Index together represent a slightly different and broader list than the group of companies included in our peer group of companies used for benchmarking executive compensation generally and identified under “Compensation Discussion and Analysis — Fiscal 2015 Compensation Decisions — Role of Benchmarking” above. These companies and the S&P 500 Total Return Index together were determined to yield a better comparative group for purposes of evaluating total shareholder return.

Accenture plc Class A ordinary shares underlying the RSUs granted under the Key Executive Performance Share Program that vest are delivered following the Compensation Committee’s determination of the Company’s results with respect to the performance metrics. Each of our named executive officers received a grant of RSUs under the Key Executive Performance Share Program on January 1, 2014 and January 1, 2015, and each, except Ms. Sweet, was eligible for provisional age-based vesting as of the grant dates. In December 2013, the requirements of the fiscal 2013 Key Executive Performance Share Program awards were revised such that each of the named executive officers is also eligible for provisional age-based vesting on those awards. Provisional age-based vesting means that if a participant voluntarily terminates his or her employment after reaching age 50 and completing 15 years of continuous service, the participant is entitled to pro rata vesting of his or her award at the end of the 3-year performance period based on the portion of the performance period during which he or she was employed. In connection with Mr. Rohleder’s retirement from Accenture, effective August 31, 2015, the Compensation Committee determined to waive the remaining service-based vesting conditions for that portion of his outstanding awards that were not otherwise scheduled to vest on or prior to his retirement. The waiver of service-based vesting applied to Mr. Rohleder’s awards under the 2014 and 2015 Key Executive Performance Share Programs, with respect to his shares of performance-vested RSUs, plus an additional number of shares that could be earned as dividend equivalents under these programs. The terms of these programs provide that the number of RSUs granted and still outstanding on any applicable record date will be adjusted proportionally to reflect the Company’s payment of dividends or other significant corporate events. Additional RSUs awarded in connection with dividend adjustments are subject to the same vesting conditions as the underlying awards. The vesting schedules for the outstanding Key Executive Performance Share Program awards are set forth in footnote 4 to the “Outstanding Equity Awards at August 31, 2015” table below.

Senior Officer Performance Equity Award Program

The Senior Officer Performance Equity Award Program was discontinued after fiscal 2014. In general, grants under the Senior Officer Performance Equity Award Program vest in full on the third anniversary of the grant date. However, grants under this program for participants who are age 50 or older on the date of grant have a shortened vesting schedule that is graduated based on the age of the participant on the grant date, with the shortest vesting periods applicable to participants who are age 56 or older on the grant date. As a result, a shorter vesting schedule applied to all or a portion of the RSUs granted under this program to each of our named executive officers, except Ms. Sweet, as further shown in the

 

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“Option Exercises and Stock Vested in Fiscal 2015” table below. The actual vesting schedules for these outstanding awards are set forth in footnote 1 to the “Outstanding Equity Awards at August 31, 2015” table below.

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

Accenture Leadership Performance Equity Award Program

The Accenture Leadership Performance Equity Award Program is described generally under “Compensation Discussion and Analysis — Compensation Programs — Long-Term Equity Compensation — Accenture Leadership Performance Equity Award Program” above.

In general, grants under the Accenture Leadership Performance Equity Award Program vest in 3 equal installments on each July 19 (the anniversary date of our initial public offering) following the grant date until fully vested. However, grants under this program to participants who are age 50 or older on the date of grant have a shortened vesting schedule that is graduated based on the age of the participant on the grant date, with the shortest vesting periods applicable to participants who are age 56 or older on the grant date. As a result, a shorter vesting schedule applied for all or a portion of the RSUs granted under this program to each of our named executive officers, except Ms. Sweet, in fiscal 2015, as further shown in the “Option Exercises and Stock Vested in Fiscal 2015” table below. The actual vesting schedules for these outstanding awards are set forth in footnote 1 to the “Outstanding Equity Awards at August 31, 2015” table below.

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

Voluntary Equity Investment Program

Under the Voluntary Equity Investment Program, members of Accenture Leadership, including all of our named executive officers, where permitted, may elect to designate up to 30% of their total cash compensation to this share purchase program. These amounts are deducted from after-tax income and used to make monthly purchases of Accenture plc Class A ordinary shares from Accenture at fair market value on the 5th of each month for contributions made in the previous month. Participants are awarded a 50% matching RSU grant after the last purchase of the program year in the form of 1 RSU for every 2 shares that have been purchased during the previous program year and that have not been sold or transferred prior to the awarding of the matching grant. This matching grant will generally vest in full 2 years from the date of the grant. Under the program, if a participant leaves Accenture or withdraws from the program prior to the award of the matching grant, he or she will not receive a matching grant. Total contributions from all participating members of Accenture Leadership under this program are limited to an amount that is not more than 15% of the total amount expended for cash compensation for members of Accenture Leadership, subject to annual review and approval by the Compensation Committee. In the last completed program year, which ran from January to December 2014, Mr. Rohleder participated in the Voluntary Equity Investment Program and, based on his purchases through the program, received a grant of matching RSUs under the Voluntary Equity Investment Program in fiscal 2015 as indicated above. The waiver of service-based vesting discussed above also applied to Mr. Rohleder’s award under the 2014 Voluntary Equity Investment Program.

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

Clawback Policy

Our equity awards are subject to clawback under specified conditions, as described under “Compensation Discussion and Analysis — Additional Information — Clawback Policy” above.

 

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OUTSTANDING EQUITY AWARDS AT AUGUST 31, 2015

 

The following table provides details about each outstanding equity award held by our named executive officers as of August 31, 2015.

 

		Stock Awards
Name		Number of Shares or Units of Stock That Have Not Vested(#)(1)(2)				Market Value of Shares or Units of Stock That Have Not Vested($)(2)(3)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)(4)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(3)
PIERRE NANTERME			8,221			$	774,994				361,365			$	34,065,879
DAVID ROWLAND			6,884			$	648,955				48,870			$	4,606,975
GIANFRANCO CASATI			4,780			$	450,611				52,124			$	4,913,729
ALEXANDER M. VAN ’T NOORDENDE			22,705			$	2,140,400				52,124			$	4,913,729
JULIE SWEET			34,893			$	3,289,363				52,124			$	4,913,729
STEPHEN J. ROHLEDER			—				—				52,124			$	4,913,729

 

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

 

Award

Grant Date

Number

Vesting

Mr. Nanterme

2013 Senior Officer Performance Equity Award Program

January 1, 2013

4,012

In full on January 1, 2016

2014 Senior Officer Performance Equity Award Program

January 1, 2014

4,209

In full on January 1, 2016

Mr. Rowland

2013 Senior Officer Performance Equity Award Program

January 1, 2013

2,676

In full on January 1, 2016

2014 Senior Officer Performance Equity Award Program

January 1, 2014

4,208

In two installments: 2,104 on January 1, 2016 and 2,104 on January 1, 2017

Mr. Casati

2013 Senior Officer Performance Equity Award Program

January 1, 2013

2,676

In full on January 1, 2016

2014 Senior Officer Performance Equity Award Program

January 1, 2014

2,104

In full on January 1, 2016

Mr. van ’t Noordende

2013 Senior Officer Performance Equity Award Program

January 1, 2013

8,021

In full on January 1, 2016

2014 Senior Officer Performance Equity Award Program

January 1, 2014

6,312

In two installments: 2,100 on January 1, 2016 and 4,212 on January 1, 2017

2015 Accenture Leadership Performance Equity Award Program

January 1, 2015

985

In full on July 19, 2016

2013 Voluntary Equity Investment Program

January 5, 2014

3,931

In full on January 5, 2016

2014 Voluntary Equity Investment Program

January 5, 2015

3,456

In full on January 5, 2017

Ms. Sweet

2013 Senior Officer Performance Equity Award Program

January 1, 2013

4,011

In full on January 1, 2016

2014 Senior Officer Performance Equity Award Program

January 1, 2014

6,312

In full on January 1, 2017

2014 Accenture Leadership Performance Equity Award Program

January 1, 2014

1,181

In full on July 19, 2016

2014 Accenture Leadership Performance Equity Award Program

January 1, 2015

1,968

In two installments: 983 on July 19, 2016 and 985 on July 19, 2017

2013 Key Executive Performance Share Program

January 1, 2013

21,421

In full on October 29, 2015

 

(2)

Pursuant to the age-based vesting conditions of their Senior Officer Performance Equity Award Program and Accenture Leadership Performance Equity Award Program awards, all of the awards to Mr. Rohleder under these programs are treated as having vested in full prior to August 31, 2015. Pursuant to the compensation arrangement approved by the Board in connection with his retirement, Mr. Rohleder had also fully satisfied the service criteria for vesting as of August 31, 2015. Pursuant to the provisional age-based vesting conditions of their awards under the 2013 Key Executive Performance Share Program, the awards to each of the named executive officers, except Ms. Sweet, under the program are treated as having vested as of August 31, 2015. See the “Option Exercises and Stock Vested in Fiscal 2015” table below.

 

(3)	Values determined based on August 31, 2015 closing market price of Accenture plc Class A ordinary shares of $94.27 per share.

 

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

 

		Key Executive Performance Share Program
Plan Year: Award Date: Based on Plan Achievement Level:		2014 January 1, 2014 Maximum				2015 January 1, 2015 Maximum
Mr. Nanterme			189,355				172,010
Mr. Rowland			18,937				29,933
Mr. Casati			25,564				26,560
Mr. van ’t Noordende			25,564				26,560
Ms. Sweet			25,564				26,560
Mr. Rohleder			25,564				26,560

 

RSUs granted pursuant to the 2014 Key Executive Performance Share Program will vest, if at all, based on the Company’s achievement of the specified performance criteria with respect to the period beginning September 1, 2013 and ending August 31, 2016 as determined by the Compensation Committee following the end of fiscal 2016. RSUs granted pursuant to the fiscal 2015 Key Executive Performance Share Program will vest, if at all, based on the Company’s achievement of the specified performance criteria for the period beginning September 1, 2014 and ending August 31, 2017 as determined by the Compensation Committee following the end of fiscal 2017. The terms of the 2015 Key Executive Performance Share Program are summarized above in “Compensation Discussion and Analysis — Compensation Programs — Long-Term Equity Compensation” and “— Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” above.

 

Results for the 2014 and 2015 Key Executive Performance Share Program cannot be determined at this time. As results to date indicate achievement between the target and maximum levels for both programs, the amounts reflected in these columns with respect to both programs are the maximum amount.

OPTION EXERCISES AND STOCK VESTED IN FISCAL 2015

 

The table below sets forth the number of shares of stock acquired in fiscal 2015 upon the exercise of stock options awarded to our named executive officers and as a result of the vesting of RSUs awarded to our named executive officers, under our compensatory equity programs.

 

		Option Awards										Stock Awards(1)
Name		Number of Shares Acquired On Exercise(#)				Value Realized on Exercise($)(2)						Number of Shares Acquired on Vesting(#)				Value Realized On Vesting($)(3)
PIERRE NANTERME			—				—						168,530				$15,927,131
DAVID P. ROWLAND			—				—						18,385				$  1,735,215
GIANFRANCO CASATI			25,968			$	1,392,425						32,338				$  3,024,472
ALEXANDER M. VAN ’T NOORDENDE			—				—						41,434				$  3,877,034
JULIE SWEET			—				—						79,445				$  7,168,117
STEPHEN J. ROHLEDER			—				—						33,383				$  3,108,806

 

(1)

Reflects vesting of RSUs, as further described below. The terms of our current programs under which we award RSUs to our named executive officers in prior years are summarized under “Compensation Discussion and Analysis — Compensation Programs — Long-Term Equity Compensation” and “— Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table” above.

 

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(a)

Vesting of the 2013 Key Executive Performance Share Program awards, based on the Company’s achievement of the specified performance criteria with respect to the period beginning September 1, 2012 and ended August 31, 2015, was determined by the Compensation Committee on October 29, 2015, the stated vesting date. Pursuant to the 2013 Key Executive Performance Share Program, 106.8% of the target award of RSUs vested on October 29, 2015, after the end of fiscal 2015, based on the Company’s achievement of specified performance criteria over the period beginning September 1, 2012 and ended August 31, 2015 as determined by the Compensation Committee on the vesting date. Because as of August 31, 2015, pursuant to the provisional age-based vesting provisions of their awards, each of the named executive officers, except Ms. Sweet, had fully satisfied the service criteria for vesting, 100% of the earned awards granted to them are being treated as having vested in full as of that date. None of the awards under this program actually vested until the stated vesting date of October 29, 2015.

 

(b)

Vesting of the 2012 Key Executive Performance Share Program awards, based on the Company’s achievement of the specified performance criteria with respect to the period beginning September 1, 2011 and ended August 31, 2014, was determined by the Compensation Committee on October 22, 2014, the stated vesting date. Because as of August 31, 2014, pursuant to the provisional age-based vesting provisions of his awards, each of the named executive officers, except for Ms. Sweet, had fully satisfied the service criteria for vesting, 100% of the earned awards granted to him are being treated as having vested in full as of that date. Because from August 31, 2014 until October 22, 2014, the earned awards made under this program to Ms. Sweet remained fully subject to service conditions, those awards are being treated as having vested in full as of October 22, 2014. None of the awards under this program actually vested until the stated vesting date of October 22, 2014.

 

(c)

On July 13, 2015 the Compensation Committee waived the remaining service-based vesting conditions for the vesting of Mr. Rohleder’s award under the 2014 Voluntary Equity Investment Program as discussed under “Compensation Discussion and Analysis — Fiscal 2015 Compensation Decisions — Named Executive Officers Other than the Chairman and Chief Executive Officer” above.

 

(2)	Reflects the difference between the fair market value of shares acquired upon exercise on the date exercised and the exercise price, multiplied by the number of options exercised.

 

(3)	Reflects the aggregate fair market value of shares vested on the applicable date(s) of vesting.

 

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PENSION BENEFITS FOR FISCAL 2015

 

Mr. Rowland is our only named executive officer who has benefits under a pension or other retirement plan to which the Company contributes. Mr. Rowland became a participant in the Accenture United States Pension Plan (the “U.S. Pension Plan”) prior to assuming a leadership role with the Company, and his benefits under this plan were frozen on August 31, 2000. The material terms of the U.S. Pension Plan are described following the table below, which sets forth information with respect to Mr. Rowland’s pension benefits.

 

Name		Plan Name				Number of Years of Credited  Service(#)(1)				Actuarial Present Value of Accumulated Benefit($)(2)				Payments During Last Fiscal Year($)
PIERRE NANTERME			—				—				—				—
DAVID P. ROWLAND			U.S. Pension Plan				13.592			$	312,865				—
GIANFRANCO CASATI			—				—				—				—
ALEXANDER M. VAN ’T NOORDENDE			—				—				—				—
JULIE SWEET			—				—				—				—
STEPHEN J. ROHLEDER			—				—				—				—

 

(1)	Number of years of credited service represents actual years of service. We do not have a policy that grants additional years of credited service.

 

(2)	The assumptions used to calculate this amount are found in Note 10 (Retirement and Profit Sharing Plans) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended August 31, 2015.

U.S. Pension Plan

The U.S. Pension Plan is a defined benefit pension plan that is maintained and administered by the Company.

Mr. Rowland is 54 and, therefore, not yet eligible for early retirement, as explained below. Mr. Rowland’s pension benefits were frozen on August 31, 2000 when he assumed a leadership role with the Company. Mr. Rowland’s pension benefits, which are based on his years of service and average monthly earnings during the 10-year period preceding the day his benefits were frozen, are determined as of the close of business on the day his benefits were frozen.

The U.S. Pension Plan retirement benefit is calculated using a formula that considers an employee’s earnings and years of benefit service with the Company. A year of benefit service is each 12-month period of employment with the Company during which a participant is an eligible employee under the U.S. Pension Plan. Years of benefit service include both full and fractional years. The monthly retirement benefit is composed of 2 parts — a variable benefit and a fixed benefit. The variable benefit is 1.25% of the employee’s average monthly earnings multiplied by the employee’s years of benefit service (up to a maximum of 25 years). The fixed benefit is $20 multiplied by the employee’s years of benefit service (up to a maximum of 25 years). The current maximum monthly retirement benefit any participant can receive is $3,333.33 ($40,000 per year). Mr. Rowland’s maximum benefit is $2,537.17 per month ($30,446.04 per year).

Employees may begin to receive retirement benefits either (1) on the U.S. Pension Plan’s standard retirement date of age 62, (2) on a deferred retirement date or (3) on an early retirement date. The U.S. Pension Plan allows for early retirement once the participant is at least 55 years old and has completed at least 5 years of service. The retirement benefit of a participant who elects to retire early will be reduced by one-half percent (0.5%) for each month by which payment of the benefit precedes the participant’s 62nd birthday. The reduction is applied after taking the U.S. Pension Plan’s maximum monthly retirement benefit, as described above, into account. In specified cases, unreduced early retirement is available, including for participants (1) who had not attained age 50 as of December 31, 2003, (2) who had attained age 50 as of December 31, 2003 but were not employed by the Company on that date or (3) who retire from Accenture on an early retirement date and whose age plus years of service total at least 80 as of the date of their retirement.

The U.S. Pension Plan offers several forms of payment. The normal forms of payment are a life annuity (for single participants) or an indexed joint and 50% spousal annuity (for married participants). Before payment of benefits has

 

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commenced, participants may elect to receive an actuarially equivalent benefit in lieu of the normal forms of payment. The optional forms of payment include (1) a life and 10-year certain annuity, (2) a joint and 50%, 75% or 100% survivor annuity, (3) an indexed life annuity and (4) an indexed joint and 50% survivor annuity.

NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2015

 

Prior to fiscal 2011, some of Mr. Nanterme’s equity awards were granted under our French Qualified Sub-plan. Although these awards have generally the same terms and conditions as the corresponding awards granted to executives in other countries, these awards contain additional sales restrictions and provisions that allow the awards to qualify for favorable tax treatment in France. Under such sales restrictions and provisions, Accenture plc Class A ordinary shares underlying vested RSUs are not delivered to participants for at least 2 years. The following table sets forth information with respect to RSUs awarded to Mr. Nanterme that have vested, but for which the underlying Accenture plc Class A ordinary shares were not immediately delivered to him.

 

Name		Executive Contributions in Last Fiscal Year($)				Registrant Contributions in Last Fiscal Year($)				Aggregate Earnings in Last Fiscal Year($)(1)				Aggregate Withdrawals/ Distributions($)(2)				Aggregate Balance at Last Fiscal Year End($)
PIERRE NANTERME			—				—			$	1,877			$	47,514				—
DAVID P. ROWLAND			—				—				—				—				—
GIANFRANCO CASATI			—				—				—				—				—
ALEXANDER M. VAN ’T NOORDENDE			—				—				—				—				—
JULIE SWEET			—				—				—				—				—
STEPHEN J. ROHLEDER			—				—				—				—				—

 

(1)

Represents earnings on undelivered Accenture plc Class A ordinary shares underlying RSUs that have vested, but for which the underlying shares were not immediately delivered to the named executive officer, including adjustments to such awards to reflect Accenture’s payments of dividends on its Accenture plc Class A ordinary shares during fiscal 2015 pursuant to the terms of those awards and adjustments to the aggregate fair market values of the underlying shares and dividend shares. No such earnings are considered above-market or preferential and, accordingly, are not included in the “Summary Compensation Table” above.

 

(2)	Represents the aggregate fair market value on the applicable date of delivery during fiscal 2015 of the Accenture plc Class A ordinary shares underlying RSUs.

POTENTIAL PAYMENTS UPON TERMINATION

 

Employment Agreements

As described under “Compensation Discussion and Analysis — Additional Information — Post-Termination Compensation” above, Mr. Nanterme is entitled to specified payments in connection with the termination of his employment under his employment agreement and the requirements of French law, as he is employed in France. Mr. Casati’s employment agreement, which is our standard agreement for members of Accenture Leadership in Singapore, requires 4 months’ notice for termination, or payment of 4 months’ base compensation in lieu of notice, except in the event of termination for cause, and payment for his post-employment non-competition and non-solicitation obligations equal to 12 months’ base compensation. If the employment of Mr. Nanterme or Mr. Casati had been terminated as of August 31, 2015 (the last business day of fiscal 2015), they would have been entitled to receive the following amounts pursuant to their respective employment agreements:

 

		Aggregate Termination Payments
Name		Voluntary Termination($)(1)		Involuntary Termination Without Notice($)(2)
PIERRE NANTERME(3)		$4,692,001			$7,090,135
GIANFRANCO CASATI(4)		$1,015,914			$1,354,551

 

 

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(1)

Amounts shown in this column reflect the following: (a) for Mr. Nanterme, an amount equal to: (x) 12 months of his fiscal 2015 base compensation and fiscal 2014 Non-Equity Incentive Plan Compensation amount and (y) 3 months of his fiscal 2015 base compensation and fiscal 2014 Non-Equity Incentive Plan Compensation amount; and (b) for Mr. Casati, an amount equal to 12 months of his fiscal 2015 base compensation.

 

(2)

Amounts shown in this column reflect the following: (a) for Mr. Nanterme, an amount equal to (x) 12 months of his fiscal 2015 base compensation and fiscal 2014 Non-Equity Incentive Plan Compensation amount and (y) 10 and 2/3 months of his fiscal 2015 base compensation and fiscal 2014 Non-Equity Incentive Plan Compensation amount; and (b) for Mr. Casati, an amount equal to (x) 12 months of his fiscal 2015 base compensation and (y) 4 months of his fiscal 2015 base compensation.

 

(3)

Mr. Nanterme is based in Europe and is compensated in euros. We converted the amount he would be entitled to receive in respect of his base compensation to U.S. dollars at an exchange rate of 0.85634, which was the average monthly translation rate for fiscal 2015, and the amount he would be entitled to receive with respect of his fiscal 2014 Non-Equity Incentive Plan Compensation amounts at an exchange rate of 0.80206, which was the monthly translation rate for the month in which the applicable payment was made.

 

(4)	Mr. Casati is based in Singapore and is compensated in Singapore dollars. We converted the amount he would be entitled to receive in respect of his base compensation to U.S. dollars at an exchange rate of 1.32366, which was the average monthly translation rate for fiscal 2015.

U.S. Accenture Leader Separation Benefits Plan and U.S. Retiree Medical Benefits Program

Members of Accenture Leadership employed in the United States, including Ms. Sweet and Messrs. Rowland, Rohleder and van ’t Noordende, are (or, in the case of Mr. Rohleder, were) eligible for benefits under our U.S. Accenture Leadership Separation Benefits Plan and our U.S. Retiree Medical Benefits Program. Estimated benefits under these plans are summarized in the table below.

With respect to our most senior leaders, the U.S. Accenture Leader Separation Benefits Plan provides that, subject to the terms and conditions of the plan, and contingent upon the execution of a separation agreement (which requires, among other things, a complete release of claims and affirmation of existing post-departure obligations, including non-compete and non-solicitation requirements), if the employment of a member of Accenture Leadership is involuntarily terminated, other than for “cause” (as defined under the plan), the terminated executive is entitled to receive the following:

 

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if the termination is for reasons unrelated to performance: (1) an amount equal to 6 months of base compensation, plus (2) 1 week of base compensation for each completed year of service (up to an additional 2 months of base compensation), plus (3) a $12,000 COBRA payment (which is related to health and dental benefits); or

 

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if the termination is for reasons related to performance: (1) an amount equal to 4 months of base compensation, plus (2) an $8,000 COBRA payment.

In addition, under this plan, members of Accenture Leadership terminated involuntarily, other than for cause, including those terminated for reasons related to performance, are entitled to 12 months of outplacement benefits, which is provided by an outside firm selected by Accenture, at a maximum cost to Accenture of $11,000 per person.

Members of Accenture Leadership employed in the United States who retire from the Company after reaching age 50 and who have achieved at least 10 years of service are also eligible to participate in the U.S. Retiree Medical Benefits Program, which provides partially subsidized medical insurance benefits for the retired members of Accenture Leadership and their dependents.

The following table sets forth estimated benefits under the U.S. Accenture Leadership Separation Benefits Plan and U.S. Retiree Medical Benefits Program for the named executive officers who are or were employed in the United States during fiscal 2015.

 

		U.S. Accenture Leadership Separation Benefits Plan										U.S. Retiree Medical Benefits Program
		Potential Payments if Termination is for Reasons Unrelated to Performance($)(1)				Potential Payments if Termination is for Reasons Related to Performance($)(2)						Estimated Present Value of Future Benefits($)(3)
DAVID P. ROWLAND			$771,521				$393,260						$197,370
ALEXANDER M. VAN ’T NOORDENDE			$780,417				$397,708						$208,530
JULIE SWEET			$709,409				$397,708						—
STEPHEN J. ROHLEDER(4)			—				—						$169,331

 

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(1)

Amounts shown in this column reflect: (a) for each of Messrs. Rowland and van ’t Noordende: (x) an amount equal to 8 months of his annual base compensation, (y) a $12,000 COBRA payment and (z) $11,000 of outplacement services; and (b) for Ms. Sweet: (x) an amount equal to 7.25 months of her annual base compensation, (y) a $12,000 COBRA payment and (z) $11,000 of outplacement services

 

(2)	Amounts shown in this column reflect, for each applicable named executive officer: (a) an amount equal to 4 months of his or her annual base compensation, (b) an $8,000 COBRA payment and (c) $11,000 of outplacement services.

 

(3)

The estimated present value of these medical insurance benefits is calculated (a) assuming each individual retired on August 31, 2015 (the last business day of fiscal 2015) or the earliest age at which they would be eligible for retirement and commenced receiving benefits immediately thereafter, (b) using a discount rate of 4.5% and (c) using mortality rates from the new U.S. mortality tables released by the Society of Actuaries. Mr. Rohleder elected to receive these benefits following his retirement on August 31, 2015. Ms. Sweet would not have been eligible for this retirement benefit because she had not achieved 10 years of service as of August 31, 2015, and therefore no amount is shown in respect of her retirement.

 

(4)

Mr. Rohleder received the compensation arrangements described under “Compensation Discussion and Analysis — Fiscal 2015 Compensation Decisions — Named Executive Officers Other than the Chairman and Chief Executive Officer” in connection with his retirement and did not receive any benefits under the U.S. Accenture Leadership Separation Benefits Plan.

Long-Term Equity Compensation

The terms of our equity grant agreements for programs other than the Key Executive Performance Share Program provide for the immediate acceleration of vesting in the event of the termination of the program participant’s employment due to death or disability. The equity grant agreements for our Key Executive Performance Share Program provide for provisional vesting of the awards in the event of the termination of the participant’s employment due to death or disability. Provisional vesting means that, while the timing of vesting of the Key Executive Performance Share Program awards is not accelerated due to death or disability, vesting continues to occur as if the participant’s employment had not terminated under those circumstances.

With respect to each of our named executive officers, the number of RSUs that would have vested under these circumstances and the aggregate market value of such RSUs as of the last business day of fiscal 2015 (based on the closing price per share on August 31, 2015) is equal to the amount and value of shares set forth in the “Stock Awards” columns of the “Outstanding Equity Awards at August 31, 2015” table above. Although vesting cannot yet be determined for the 2014 and 2015 Key Executive Performance Share Program awards, as results to date indicate achievement between the threshold and target levels for both programs, target amounts are included in that table with respect to both programs.

In addition, in connection with Mr. Rohleder’s retirement from Accenture, effective August 31, 2015, the Compensation Committee determined to waive the remaining service-based vesting conditions for that portion of his outstanding awards that were not otherwise scheduled to vest on or prior to his retirement. The waivers of service-based vesting apply to his awards under the 2014 and 2015 Key Executive Performance Share Programs and under the 2014 Voluntary Equity Investment Program, plus an additional number of shares that could be earned as dividend equivalents in accordance with Mr. Rohleder’s equity award agreements.

As described under “Compensation Discussion and Analysis — Additional Information — Post-Termination Compensation — Global Management Committee Retirement Provisions” above, the Compensation Committee approved an amendment to outstanding time-vesting equity awards previously granted under the Senior Officer Performance Equity Award Program to members of our global management committee. Pursuant to the amended terms of such awards, if a global management committee member who is eligible for age-based vesting retires on or after the fiscal year-end (August 31) but before the following January 1, the Company will allow for the vesting of awards that would otherwise have vested on January 1 had such global management committee member not retired before that date. In addition, the Compensation Committee determined that qualifying members of our global management committee who retire on or after the fiscal year-end but before the following February 1 will receive a cash payment in recognition of their prior fiscal year performance rather than receiving RSUs under the Accenture Leadership Performance Equity Award Program, which they would have received had they not retired before that date. The

 

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following table sets forth the amounts each named executive officer would have received under these provisions if he were to have retired as of August 31, 2015 (the triggering date for each of these provisions):

 

Name		Vesting of Equity Award following  Retirement($)(1)				Cash Payment in Lieu of Equity  Award($)(2)
PIERRE NANTERME			—				—
DAVID P. ROWLAND			$450,611				$750,000
GIANFRANCO CASATI			$450,611				$750,000
ALEXANDER M. VAN ’T NOORDENDE			$954,107				$750,000
JULIE SWEET			—				$750,000
STEPHEN J. ROHLEDER			—				—

 

(1)

Mr. Nanterme would not automatically qualify for this retirement benefit, and Ms. Sweet does not yet qualify for age-based vesting for this benefit, and therefore no amounts are shown in respect of his or her retirement. For Messrs. Rowland, Casati and van ’t Noordende, amounts shown in this column reflect the value of the vesting of RSU awards previously granted to them under the Senior Officer Performance Equity Award Program that would otherwise have vested on January 1, 2016. The values reflected above are calculated using the closing price of Accenture shares on August 31, 2015. Pursuant to the age-based vesting provisions of his awards, Mr. Rohleder is treated as having vested in full in his RSUs granted under this program prior to August 31, 2015.

 

(2)

Mr. Nanterme does not qualify for this retirement benefit, and therefore no amount is shown in respect of his retirement. For Messrs. Rowland, Casati and van ’t Noordende and Ms. Sweet, amounts shown in this column reflect the target grant date fair value of RSU awards to be made to them in January 2016 under the Accenture Leadership Performance Equity Award Program, which were approved by the Compensation Committee following the end of fiscal 2015. For Mr. Rohleder, the actual amount of cash that he will receive in February 2016 in lieu of an RSU award is already reflected as Bonus for fiscal 2015 in the Summary Compensation Table, so no additional value is shown in this column.

PROPOSAL NO. 2 — NON-BINDING VOTE ON EXECUTIVE COMPENSATION

 

In accordance with the requirements of section 14A of the Exchange Act and the related rules of the SEC, shareholders are being asked to approve, in an advisory, non-binding vote, the compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

In considering their vote, we urge shareholders to review the information on Accenture’s compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis on pages 28 to 46, as well as the discussion regarding the Compensation Committee on pages 8 to 9.

This advisory resolution, commonly referred to as a say-on-pay resolution, is non-binding. Although this resolution is non-binding, the Board and the Compensation Committee value the opinions of our shareholders and will review and consider the voting results when making future compensation decisions for our named executive officers.

Accenture employs a pay-for-performance philosophy for our entire global management committee and all of our named executive officers. Our compensation philosophy and framework have resulted in compensation for our named executive officers that reflects the Company’s financial results and the other performance factors described in “— Compensation Discussion and Analysis — Process for Determining Executive Compensation.” Our annualized total shareholder return for the 3-year period ended August 31, 2015 was 18%, the 57th percentile among our peers, and our annualized total shareholder return for the 5-year period ended August 31, 2015 was 24%, the 94th percentile among our peers.

As discussed above in “— Compensation Discussion and Analysis,” our compensation philosophy for our named executive officers includes the following elements:

 

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Long-term equity compensation has multi-year performance-based vesting. The most significant single element of our named executive officers’ compensation opportunity over time is the Key Executive Performance Share Program, for which vesting depends exclusively on the Company’s cumulative performance against our annual

 

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operating income plan and relative total shareholder return, in each case over a 3-year period. For fiscal 2015, the target value of the awards made under this program represented approximately 90% of our chairman and chief executive officer’s total equity compensation and approximately 68% of the total equity compensation of all of our other named executive officers, excluding Mr. Rohleder who retired and will not receive any equity awards for fiscal 2015 performance.

 

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Total cash compensation is tied to performance. The majority of cash compensation opportunity is based on Company and individual performance. The cash compensation of our named executive officers as a group has fluctuated from year to year, reflecting the Company’s financial results.

 

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Compensation unrelated to performance is limited. Accenture’s employment agreements do not provide for multi-year employment, guaranteed incentive awards or “golden parachutes” upon termination of employment for our named executive officers, aside from that required by law. We do not offer significant perquisites, nor do we provide tax gross-up payments on post-employment benefits.

As required under Irish law, the resolution in respect of Proposal No. 2 is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast.

THE TEXT OF THE RESOLUTION IN RESPECT OF PROPOSAL NO. 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, compensation tables and narrative discussion, is hereby approved.”

 

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

 

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PROPOSAL NO. 3 — APPROVAL OF AMENDMENTS TO THE AMENDED AND RESTATED ACCENTURE PLC 2010 SHARE INCENTIVE PLAN

 

Our Board, based on the recommendation of the Compensation Committee, has approved the amendments listed below to the Amended and Restated Accenture plc 2010 Share Incentive Plan (the “2010 SIP”), subject to approval by our shareholders at the Annual Meeting. In connection with its review of this proposal, the Compensation Committee considered the information described below, as well as the favorable recommendation of Pay Governance, the Compensation Committee’s compensation consultant.

 

Proposed Amendments
The proposed amendments to the 2010 SIP will:   ü Authorize an additional 9 million shares under the 2010 SIP.   ü Establish limits on annual compensation granted to our outside directors for any fiscal year.   ü Update the share recycling provisions of the 2010 SIP to provide, among other things, that cash settled or net settled awards will not be added back to the share reserve.		ü Amend the “change in control” definition under the 2010 SIP to be triggered based upon a person or group acquiring 50% or more of the Company’s voting power (rather than 20%, as previously provided).   ü Extend the term of the 2010 SIP until December 10, 2024.   ü Make certain other technical updates to the 2010 SIP.

Approximately 22 million shares remained available under the 2010 SIP for future grants as of November 30, 2015, and we expect to make awards of approximately 9 million shares between the date of this proxy statement and the Annual Meeting. We expect that if the proposed amendments to the 2010 SIP are approved by our shareholders, the additional shares will be sufficient to allow us to make equity awards in the amounts we believe are necessary for the next 2 to 3 years.

Why We Recommend You Approve the Proposed Amendments

 

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We must attract, retain and motivate high-performers. The ability to issue equity is fundamental to our compensation strategy. Being a people-based business, our success is dependent, in large part, on our ability to use market relevant compensation to attract, retain and motivate the most talented professionals to serve our clients.

 

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We have a disciplined annual share granting practice. Our burn rate has averaged 1.4% over the past 3 years and 1.5% over the past 5 years. During the last 5 years, our burn rate has ranged between 1.3% and 1.7%. Of our total employee population of approximately 360,000, approximately 24,000 (composed of Accenture Leadership and other senior employees) are eligible for equity awards, and only those employees rated as high-performers (a fraction of this group) receive equity awards in any given year.

 

The 3 year burn rate is calculated as the total number of shares granted under the 2010 SIP as a percentage of the annual weighted average diluted shares.

 

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We proactively manage affordability to prevent dilution. Over the last 5 years, our ratio of share repurchases to share issuances has resulted in a net impact of a reduction to our weighted average diluted shares of approximately 2% per year. We expect to continue to reduce our weighted average diluted shares by approximately 2% in fiscal 2016.

 

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We use equity compensation to align employee and shareholder interests. Equity compensation is a critical means of aligning the interests of our employees with those of our shareholders. Our employees, particularly members of Accenture Leadership, whose equity is tied to Company and individual performance, are motivated under our current equity compensation plans to drive the business to maximize returns over the long-term. We believe this, in part, has resulted in the long-term value we have created for our shareholders, as evidenced by our total shareholder returns over the last 1- and 3-year periods, which in each case, has significantly outperformed our peers and the market.

 

 

 

 

Annualized 1- and 3-year total shareholder return shown as of August 31, 2015. Source: The Standard & Poor’s Capital IQ Database.

Anticipated Future Equity Awards under the Amended and Restated 2010 Share Incentive Plan

Consistent with past practice, we expect to make awards of approximately 9 million shares between the date of this proxy statement and the Annual Meeting, the majority of which will be our annual performance RSU awards made in January 2016 (including awards that will vest, if at all, based on the Company’s performance over a 3-year period), including the awards to our named executive officers, as described under “Compensation of Executive Officers and Directors — Compensation Discussion and Analysis — Long-Term Equity Compensation” above. Also included in the estimated number of awards to be made during that period are the annual matching grant awards to the participants in the Voluntary Equity Investment Program, described under “Compensation of Executive Officers and

 

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Directors — Compensation Discussion and Analysis — Long-Term Equity Compensation” above, and potential grants to recognize eligible newly hired or promoted employees.

The Company is not currently contemplating any specific grants under the amended 2010 SIP (hereafter, the “Amended 2010 SIP”) in the next year following the anticipated approval of the Amended 2010 SIP at the Annual Meeting, other than, at this time, we anticipate that if the Amended 2010 SIP is approved by our shareholders, the annual grants of RSUs to directors for fiscal 2016 (which are currently anticipated to be similar to the annual grants for fiscal 2015 described under “Compensation of Executive Officers and Directors — Director Compensation for Fiscal 2015 — Elements of Director Compensation — Equity Compensation” above) would be made under the Amended 2010 SIP. We have sufficient authority to make these grants whether or not this proposal is approved by our shareholders.

Plan Summary

The principal features of the Amended 2010 SIP, as it is proposed to be amended, are summarized below. The summary is qualified in its entirety by reference to the full text of the Amended 2010 SIP. A copy of the Amended 2010 SIP is attached as Annex A to this proxy statement, marked to show the proposed amendments, and is incorporated herein by reference. Definitions in this Proposal No. 3 are applicable only within this section.

Administration

The Amended 2010 SIP will be administered by the Compensation Committee of the Board (the “Committee”), which may delegate its duties and powers in whole or in part to any subcommittee consisting solely of at least 2 individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act (or any successor rule thereto) and “independent directors” within the meaning of the NYSE listed company rules, including those applicable to directors serving on a compensation committee. Additionally, the Committee may delegate the authority to grant awards under the Amended 2010 SIP to any employee or group of employees of Accenture plc, provided that such delegation and grants are consistent with applicable law and guidelines established by the Board from time to time. The Committee is authorized to interpret the Amended 2010 SIP and to establish, amend and rescind any rules and regulations relating to it and to make any other determinations that it deems necessary or desirable for the administration of the Amended 2010 SIP. The Committee has the authority to establish the terms and conditions of any award under the Amended 2010 SIP consistent with the provisions of the plan and to waive any terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee may determine the number of shares subject to any award.

Eligibility

The Committee may grant awards under the Amended 2010 SIP only to employees, directors or other service providers of the Company or its affiliates who are selected by the Committee to participate in the Amended 2010 SIP (“participants”). Awards may also, in the discretion of the Committee, be made under the Amended 2010 SIP in assumption of, or in substitution for, outstanding awards previously granted by Accenture plc. The number of shares underlying any substitute awards will be counted against the aggregate number of shares available for awards under the Amended 2010 SIP.

As of November 30, 2015, approximately 24,000 employees, including our executive officers, would be eligible to participate in the programs approved under the Amended 2010 SIP. In addition, a small number of other service providers that we may engage from time-to-time, along with the members of the Board, are eligible to participate in the Amended 2010 SIP. The closing price of Accenture plc Class A ordinary shares as reported on the New York Stock Exchange was $107.22 on November 30, 2015.

Share Reserve Under the Amended 2010 SIP

The total number of Accenture plc Class A ordinary shares that may be used to satisfy awards under the Amended 2010 SIP (inclusive of awards previously granted and settled under the 2010 SIP) is 83 million, which is inclusive of the additional 9 million shares requested to be approved under this proposal.

 

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Prohibition on Share Recycling Under the Amended 2010 SIP

The total number of Accenture plc Class A ordinary shares that may be used to satisfy awards under the Amended 2010 SIP may consist, in whole or in part, of unissued shares or previously-issued shares. The issuance or transfer of shares or the payment of cash to a participant upon the exercise or payment of any award will reduce the total number of shares available under the Amended 2010 SIP by the full number of shares which had been covered by the award, even if fewer shares are delivered due to “net settlement” of awards or withholding to cover taxes. Shares subject to awards that terminate, lapse or are cancelled without payment of consideration may again be used to satisfy awards under the Amended 2010 SIP.

Limits on Director Compensation

The maximum number of shares subject to awards that may be granted during a fiscal year to any non-employee director, taken together with any cash retainer paid to such non-employee director in respect of such fiscal year, shall not exceed $750,000 in total value.

Term

Awards may be granted under the Amended 2010 SIP until December 10, 2024 (the fifteenth anniversary of the date the Amended 2010 SIP was first approved by the Board), but awards granted before that date may extend beyond that date.

Terms and Conditions of Options

Options granted under the Amended 2010 SIP will be, as determined by the Committee, non-qualified stock options or incentive stock options (“ISOs”), as described in section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes (or other types of options in jurisdictions outside the United States), as evidenced by the related award agreements. Options granted will be subject to the following terms and conditions and to such other terms and conditions as the Committee determines.

Exercise Price; Exercisability. Options granted under the Amended 2010 SIP will have a purchase price per share (“exercise price”) that is not less than the fair market value of a share on the date of grant and will be exercisable at such time and upon such terms and conditions as may be determined by the Committee. The expiration date for options granted under the Amended 2010 SIP will be determined by the Committee upon option grant and set forth in the grant agreements governing the options but in any case shall not exceed 10 years from the date of grant. Under the Amended 2010 SIP, “fair market value” is generally defined as the average of the high and low trading price on the New York Stock Exchange on the applicable date.

Exercise of Options. Except as otherwise provided in the Amended 2010 SIP or in an award agreement, an option may be exercised for all, or from time to time any part, of the shares for which it is then exercisable. The exercise date of an option will be the later of the date a notice of exercise is received by Accenture plc and, if applicable, the date payment is received by Accenture plc. Except as otherwise provided in an award agreement, the purchase price for the shares as to which an option is exercised shall be paid in full no later than the time when the shares are delivered following the exercise of the option.

ISOs. The Committee may grant options under the Amended 2010 SIP that are intended to be ISOs. No ISO will have a per share exercise price of less than the fair market value of a share on the date granted or have a term in excess of 10 years. However, no ISO may be granted to any participant who, at the time of such grant, owns more than 10% of the total combined voting power of all classes of shares of Accenture plc, unless:

 

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the exercise price for the ISO is at least 110% of the fair market value of a share on the date the ISO is granted; and

 

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the date on which the ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted.

All options granted under the Amended 2010 SIP are intended to be nonqualified stock options, unless the applicable award agreement expressly states that the option is intended to be an ISO. If an option is intended to be an ISO, and if

 

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for any reason the option (or portion thereof) does not qualify as an ISO, then, to the extent of the nonqualification, the option (or portion thereof) will be regarded as a nonqualified stock option granted under the Amended 2010 SIP, provided that the option (or portion thereof) otherwise complies with the Amended 2010 SIP’s requirements relating to nonqualified stock options.

Repricing. Once issued and outstanding under the Amended 2010 SIP, the exercise price of any option may not be reduced at any time during the term of such option without shareholder approval.

Terms and Conditions of Share Appreciation Rights

Grants. The Committee, in its sole discretion, also may grant a share appreciation right independent of an option or a share appreciation right in connection with an option, or a portion thereof. A share appreciation right granted in connection with an option:

 

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may be granted at the time the related option is granted or at any time prior to the exercise or cancellation of the related option;

 

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will cover the same number of shares covered by an option (or such lesser number of shares as the Committee may determine); and

 

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will be subject to the same terms and conditions as the option, except for any conditions on its exercisability or transferability as the Committee deems fit to impose, or any additional limitations as may be included in an award agreement.

Terms. The exercise price per share of a share appreciation right will be an amount determined by the Committee that is not less than the fair market value of a share on the date of grant. The expiration date for share appreciation rights granted under the Amended 2010 SIP will be determined by the Committee upon granting of a share appreciation right and set forth in a grant agreement governing the share appreciation rights, but in any case shall not exceed 10 years from the date of grant. No share appreciation right shall vest before the first anniversary of the grant date. Each share appreciation right granted independent of an option will entitle a participant upon exercise to a payment from Accenture plc of an amount equal to:

 

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the excess of the fair market value on the exercise date of 1 share over the exercise price per share, times

 

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the number of shares covered by the share appreciation right.

Each share appreciation right granted in conjunction with an option, or a portion thereof, will entitle a participant to surrender to Accenture plc the unexercised option, or any portion thereof, and to receive from Accenture plc in exchange an amount equal to:

 

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the excess of the fair market value on the exercise date of 1 share over the exercise price per share, times

 

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the number of shares covered by the option, or portion thereof, which is surrendered.

The date a notice of exercise is received by Accenture plc will be the exercise date. Payment will be made in shares or in cash, or partly in shares and partly in cash, all as determined by the Committee. If the payment is made, in whole or in part, in newly issued shares, the participant will agree to pay to Accenture plc the aggregate par value of such shares. Share appreciation rights may be exercised from time to time upon actual receipt by Accenture plc of written notice of exercise stating the number of shares with respect to which the share appreciation right is being exercised.

Repricing. Once issued and outstanding under the Amended 2010 SIP, the exercise price of any share appreciation right may not be reduced at any time during the term of such share appreciation right without shareholder approval.

Other Share-Based Awards

The Committee, in its sole discretion, may grant awards of shares, awards of restricted shares, awards of RSUs representing the right to receive shares and other awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, shares (“other share-based awards”). These other share-based awards will be in such form, and dependent on such conditions, as the Committee determines. This includes, without limitation, the right to receive one or more shares (or the equivalent cash value of such shares) upon the completion of a specified

 

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period of service, the occurrence of an event and/or the attainment of performance objectives. Other share-based awards may be granted alone or in addition to any other awards granted under the Amended 2010 SIP. Subject to the provisions of the Amended 2010 SIP, the Committee will determine:

 

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to whom and when other share-based awards will be made;

 

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the number of shares to be awarded under (or otherwise related to) these other share-based awards;

 

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whether these other share-based awards will be settled in cash, shares or a combination of cash and shares; and

 

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all other terms and conditions of the other share-based awards (including, without limitation, their vesting provisions, any required payments to be received from participants and other provisions ensuring that all shares so awarded and issued be fully paid and non-assessable).

Adjustments Upon Certain Events

Generally. In the event of any change in the outstanding shares by reason of any share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or repurchase or exchange of shares or other corporate exchange, or any distribution to shareholders of shares other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person will make such substitution or adjustment, if any, as it deems to be equitable, as to:

 

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the number or kind of shares or other securities or property issued or reserved for issuance pursuant to the Amended 2010 SIP or pursuant to outstanding awards;

 

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the grant price or exercise price of any share appreciation right;

 

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any applicable performance measures or performance vesting terms with respect to outstanding awards; and/or

 

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any other affected terms of any award.

Change in Control. In the event of a change in control (as defined below), the Committee may, in its sole discretion, provide for the termination of an award upon the consummation of the change in control and:

 

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the payment of a cash amount in exchange for the cancellation of an award which, in the case of options and share appreciation rights, may equal the excess, if any, of the fair market value of the shares subject to such options or share appreciation rights over the aggregate exercise price of such options or share appreciation rights; and/or

 

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the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted.

The occurrence of any of the following events will constitute a “change in control”:

 

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any person (other than Accenture plc, any trustee or other fiduciary holding securities under an employee benefit plan of Accenture plc, or any company owned, directly or indirectly, by the shareholders of Accenture plc in substantially the same proportions as their ownership of shares of Accenture plc) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Accenture plc, representing 50% or more of the combined voting power of Accenture plc’s then-outstanding securities;

 

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during any period of 24 consecutive months, individuals who at the beginning of that period constitute the Board, and any new director (other than a director nominated by any person (other than the Board) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a change in control) whose election by the Board or nomination for election by Accenture plc’s shareholders has been approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

 

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the consummation of any transaction or series of transactions resulting in a merger, consolidation or amalgamation, in which Accenture plc is involved, other than a merger, consolidation or amalgamation which

 

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would result in the shareholders of Accenture plc immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity), in the same proportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting securities of Accenture plc or such surviving entity outstanding immediately after such merger, consolidation or amalgamation; or

 

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the complete liquidation of Accenture plc or the sale or disposition by Accenture plc of all or substantially all of Accenture plc’s assets.

Restrictions on Transfer

Unless otherwise determined by the Committee, an award will not be transferable or assignable by the participant other than by will or by the laws of descent and distribution. An award exercisable after the death of a participant may be exercised by the legatees, personal representatives or distributees of the participant.

Amendments or Termination

The Board may amend, alter or discontinue the Amended 2010 SIP, but no amendment, alteration or discontinuation will be made which:

 

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without the approval of the shareholders of Accenture plc, would increase the total number of shares reserved for the purposes of the Amended 2010 SIP; or

 

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without the consent of a participant, would materially adversely affect any of the rights of the participant under any award granted to the participant under the Amended 2010 SIP.

The Committee may amend the Amended 2010 SIP, however, in such manner as it deems necessary to permit awards to meet the requirements of the Code or other applicable laws.

New Plan Benefits

All awards to employees, directors and other service providers under the Amended 2010 SIP are made at the discretion of the Committee and its delegates. Therefore, the benefits and amounts that will be received or allocated under the plan are not determinable at this time. Please refer to the description of grants made to named executive officers in the last fiscal year described in the “Grants of Plan-Based Awards for Fiscal 2015” table. Grants made to non-employee directors in the last fiscal year are described in “Director Compensation for Fiscal 2015.”

Federal U.S. Income Tax Information

The following summary briefly describes current U.S. federal income tax consequences of rights under the Amended 2010 SIP. The summary is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, however, and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the Amended 2010 SIP are encouraged to consult with their own professional tax advisors concerning tax aspects of rights under the Amended 2010 SIP and should be aware that tax laws may change at any time.

Stock Options

An employee to whom an ISO that qualifies under section 422 of the Code is granted generally will not recognize income at the time of grant or exercise of such option (although special alternative minimum tax rules may apply to the employee upon option exercise). No federal income tax deduction will be allowable to Accenture plc upon the grant or exercise of such ISO.

When the employee sells shares acquired through the exercise of an ISO more than 1 year after the date of transfer of such shares and more than 2 years after the date of grant of such ISO, the employee will normally recognize a long-term capital gain or loss equal to the difference, if any, between the sale prices of such shares and the option price. If the employee does not hold such shares for this period, when the employee sells such shares, the employee will recognize ordinary compensation income and possibly capital gain or loss in such amounts as are prescribed by the Code and regulations thereunder, and Accenture plc will generally be entitled to a federal income tax deduction in the amount of such ordinary compensation income.

 

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An employee to whom an option that is not an ISO (a “non-qualified option”) is granted will not recognize income at the time of grant of such option. When such employee exercises a non-qualified option, the employee will recognize ordinary compensation income equal to the excess, if any, of the fair market value as of the date of a non-qualified option exercise of the shares the employee receives, over the option exercise price. The tax basis of such shares will be equal to the exercise price paid plus the amount includable in the employee’s gross income, and the employee’s holding period for such shares will commence on the day after which the employee recognized taxable income in respect of such shares. Subject to applicable provisions of the Code and regulations thereunder, Accenture plc or one of its affiliates will generally be entitled to a federal income tax deduction in respect of the exercise of non-qualified options in an amount equal to the ordinary compensation income recognized by the employee. Any such compensation includable in the gross income of an employee in respect of a non-qualified option will be subject to appropriate federal, state, local and foreign income and employment taxes.

Restricted Shares

Unless an election is made by the participant under section 83(b) of the Code, the grant of an award of restricted shares will have no immediate tax consequences to the participant. Generally, upon the lapse of restrictions (as determined by the applicable restricted share agreement between the participant and Accenture plc), a participant will recognize ordinary income in an amount equal to the product of (1) the fair market value of a share of Accenture plc on the date on which the restrictions lapse, less any amount paid with respect to the Award of restricted shares, multiplied by (2) the number of restricted shares with respect to which restrictions lapse on such date. The participant’s tax basis will be equal to the sum of the amount of ordinary income recognized upon the lapse of restrictions and any amount paid for such restricted shares. The participant’s holding period will commence on the date on which the restrictions lapse.

A participant may make an election under section 83(b) of the Code within 30 days after the date of transfer of an award of restricted shares to recognize ordinary income on the date of award based on the fair market value of ordinary shares of Accenture plc on such date. An employee making such an election will have a tax basis in the restricted shares equal to the sum of the amount the employee recognizes as ordinary income and any amount paid for such restricted shares, and the employee’s holding period for such restricted shares for tax purposes will commence on the date after such date.

With respect to restricted shares upon which restrictions have lapsed, when the employee sells such shares, the employee will recognize capital gain or loss consistent with the treatment of the sale of shares received upon the exercise of non-qualified options, as described above.

Restricted Share Units

A participant to whom a RSU is granted generally will not recognize income at the time of grant (although the participant may become subject to employment taxes when the right to receive shares becomes “vested” due to retirement eligibility or otherwise). Upon delivery of ordinary shares of Accenture plc in respect of an RSU, a participant will recognize ordinary income in an amount equal to the product of (1) the fair market value of a share of Accenture plc on the date on which the ordinary shares of Accenture plc are delivered, multiplied by (2) the number of ordinary shares of Accenture plc delivered.

Other Share-based Awards

With respect to other share-based awards paid in cash or ordinary shares, participants will generally recognize income equal to the fair market value of the ordinary shares or the amount of cash paid on the date on which delivery of shares or payment in cash is made to the participant.

Code Section 409A

Section 409A of the Code generally provides rules that must be followed with respect to covered deferred compensation arrangements in order to avoid the imposition of an additional 20% tax (plus interest) upon the service provider who is entitled to receive the deferred compensation. Certain awards that may be granted under the Amended 2010 SIP may constitute “deferred compensation” within the meaning of and subject to section 409A. While the Committee intends to administer and operate the Amended 2010 SIP and establish terms with respect to awards subject to section 409A in a manner that will avoid the imposition of additional taxation under section 409A upon a participant, we cannot assure you that additional taxation under section 409A will be avoided in all cases. In the event

 

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Accenture plc is required to delay delivery of shares or any other payment under an award in order to avoid the imposition of an additional tax under section 409A, Accenture plc will deliver such shares (or make such payment) on the first day that would not result in the participant incurring any tax liability under section 409A.

Resolution

THE TEXT OF THE RESOLUTION IN RESPECT OF PROPOSAL NO. 3 IS AS FOLLOWS:

“Approval be and is hereby given to the adoption by the Company of an amendment to the Amended and Restated Accenture plc 2010 Share Incentive Plan to (1) increase the number of shares available for issuance under the 2010 SIP by 9 million shares, (2) establish limits on total annual compensation granted to our non-employee directors and (3) make other amendments to the 2010 SIP, in accordance with the marked provisions of a document entitled “Amended and Restated Accenture plc 2010 Share Incentive Plan” (the “Amended 2010 SIP”), which has been made available to shareholders prior to the meeting and that the directors be and are hereby authorized to take all such actions with reference to the Amended 2010 SIP as may be necessary to ensure the adoption and operation of the Amended 2010 SIP.”

 

ü    The Board recommends that you vote “FOR” the approval of the amendments to the Amended and Restated Accenture plc 2010 Share Incentive Plan to increase the number of shares available for issuance by 9 million shares, establish limits on total annual compensation granted to our non-employee directors and make other amendments to the 2010 SIP.

PROPOSAL NO. 4 — APPROVAL OF AMENDED AND RESTATED ACCENTURE PLC 2010 EMPLOYEE SHARE PURCHASE PLAN

 

Our Board, based on the recommendation of the Compensation Committee, has approved the amendments listed below to the Accenture plc 2010 Employee Share Purchase Plan (the “2010 ESPP”), subject to approval of our shareholders at the Annual Meeting.

 

Proposed Amendments
ü Authorize an additional 45 million shares under the 2010 ESPP.   ü Amend the “change in control” definition under the 2010 ESPP to be triggered based on a person or group acquiring 50% of more of the Company’s voting power (rather than 20%, as previously provided).		ü Extend the term of the 2010 ESPP until December 10, 2024.   ü Make certain other technical updates to the 2010 ESPP.

Approximately 8 million shares remained available under the 2010 ESPP for future grants as of November 30, 2015. We expect that if the proposed amendments to the 2010 ESPP are approved by our shareholders, the additional shares will be sufficient to allow us to make equity awards in the amounts we believe are necessary for the next 4 to 6 years.

Plan Summary

The principal features of the 2010 ESPP, as amended (hereafter, the “Amended 2010 ESPP”), are summarized below. The summary is qualified in its entirety by reference to the full text of the Amended 2010 ESPP, a copy of which is attached to this proxy statement as Annex B, marked to show the proposed amendments, and is incorporated herein by reference. Definitions in this Proposal No. 4 are applicable only within this section.

 

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Administration

The Amended 2010 ESPP will be administered by the Compensation Committee of the Board (the “Committee”), which may delegate its duties and powers in whole or in part as it determines. The Committee is authorized to interpret the Amended 2010 ESPP, to establish, amend and rescind any rules and regulations relating to it and to make any other determinations that it deems necessary or desirable for the administration of the Amended 2010 ESPP.

Eligibility; Election to Participate

Any individual who is an employee of Accenture plc or of a subsidiary of Accenture plc that is selected to participate in the Amended 2010 ESPP by the Committee in its sole discretion is eligible to participate in the Amended 2010 ESPP, unless any employee is specifically excluded by the Committee (either individually or by reference to a group or category of employees) from participation. Without limiting the generality of the foregoing, the Committee may exclude from participation:

 

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employees whose customary employment is 20 hours or less per week within the meaning of section 423(b)(4)(B) of the Code;

 

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employees whose customary employment is for not more than 5 months in any calendar year within the meaning of section 423(b)(4)(C) of the Code;

 

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employees who, if granted an option, would immediately thereafter own shares possessing 5% or more of the total combined voting power or value of all classes of shares of Accenture plc or of its parent or subsidiary corporation within the meaning of section 423(b)(3) of the Code. For this purpose, the rules of section 424(d) of the Code will apply in determining share ownership of an individual, and shares which the employee may purchase under outstanding options will be treated as shares owned by the employee; and

 

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employees who are highly compensated employees within the meaning of section 414(q) of the Code.

The Committee will set forth procedures pursuant to which eligible employees may elect to participate in a given offering period under the Amended 2010 ESPP (which may be on different terms for different eligible employees or subgroups thereof). An “offering period” is a period of time established by the Committee from time to time not to exceed 27 months.

As of November 30, 2015, approximately 360,000 employees, including Accenture Leadership and other senior employees, would be eligible to participate in the Amended 2010 ESPP.

Shares Subject to the Amended 2010 ESPP

The total number of Accenture plc Class A ordinary shares which may be issued or transferred under the Amended 2010 ESPP is 90 million, which is inclusive of the additional 45 million shares requested to be approved under this proposal. The shares may consist, in whole or in part, of unissued shares or previously issued shares. The issuance or transfer of shares pursuant to the Amended 2010 ESPP will reduce the total number of shares available under the Amended 2010 ESPP.

Grant of Option on Enrollment; Purchase Price

With respect to an offering period, each eligible employee who elects to participate in the Amended 2010 ESPP (a “participant”) will be granted an option to subscribe for or purchase (as of the last date of an offering period, or “purchase date”) a number of shares equal to the lesser of:

 

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the maximum number of shares that a participant may purchase on any given purchase date (as determined by the Committee); or

 

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the number determined by dividing the amount accumulated in an account to which payroll deductions of a participant, or other payments made by a participant to the extent provided by the Committee, are credited (“payroll deduction account”) during an offering period by the purchase price per share (“purchase price”).

 

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The purchase price at which a share will be issued or sold for a given offering period will be established by the Committee (and may differ among participants, as determined by the Committee in its sole discretion) but will in no event be less than 85% of the lesser of:

 

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the fair market value of a share on the offering date; or

 

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the fair market value of a share on the purchase date.

Payment of Purchase Price; Changes in Payroll Deductions; Issuance of Shares

Payroll deductions (to the extent permitted by applicable local law) will be made on each day that a participant is paid during an offering period. The deductions will be made at the participant’s election as a percentage of the participant’s compensation in 1% increments, from 1% up to such maximum percentage of the participant’s compensation (or maximum dollar amount) as is permitted by the Committee from time to time with respect to that participant. Maximum percentage or dollar amount may differ among participants. For a given offering period, payroll deductions will commence on the offering date and will end on the related purchase date, unless sooner altered or terminated as provided in the Amended 2010 ESPP. A participant’s “compensation” will be defined from time to time by the Committee in its sole discretion with respect to any option or offering period and may be defined differently for different participants for purposes of the Amended 2010 ESPP. Except as otherwise defined by the Committee, “compensation” will (1) include a participant’s base salary, annual bonuses, commissions, overtime and shift pay, in each case prior to reductions for pre-tax contributions made to a plan or salary reduction contributions to a plan excludable from income under sections 125 or 402(g) of the Code, and (2) exclude severance pay, stay-on bonuses, long-term bonuses, retirement income, change in control payments, contingent payments, income derived from share options, share appreciation rights and other equity-based compensation and other forms of special remuneration.

Unless otherwise determined by the Committee, a participant may not change the rate of payroll deductions once an offering period has commenced. The Committee will specify procedures by which a participant may increase or decrease the rate of payroll deductions for subsequent offering periods.

All payroll deductions made with respect to a participant will be credited to the participant’s payroll deduction account and will be deposited with the general funds of Accenture plc. To the extent permitted by applicable local law, no interest will accrue on the amounts credited to that payroll deduction account. All payroll deductions received or held by Accenture plc may be used by it for any corporate purpose, and Accenture plc will not be obligated to segregate these payroll deductions, to the extent permitted by applicable local law. Except to the extent provided by the Committee, a participant may not make any separate cash payments into the participant’s payroll deduction account, and payment for shares purchased under the Amended 2010 ESPP may not be made in any form other than by payroll deduction.

On each purchase date, Accenture plc will apply all funds then in the participant’s payroll deduction account to purchase shares pursuant to the option granted on the offering date for that offering period. In the event that the number of shares to be purchased by all participants in any offering period exceeds the number of shares then available for issuance under the Amended 2010 ESPP, Accenture plc will make a pro rata allocation of the remaining shares in as uniform a manner as practicable and as the Committee, in its sole discretion, determines to be equitable, and all funds not used to purchase shares on the purchase date will be returned, without interest (to the extent permitted by applicable local law), to the participants.

As soon as practicable following the end of each offering period, the number of shares purchased by each participant will be deposited into an account established in the participant’s name. Unless otherwise permitted by the Committee in its sole discretion, dividends that are declared on the shares held in that account will be reinvested in whole or fractional shares.

Withdrawal; Termination of Employment

Each participant may withdraw from participation in respect of an offering period or from the Amended 2010 ESPP under terms and conditions as are established by the Committee in its sole discretion. Upon a participant’s withdrawal from participation in respect of any offering period or from the Amended 2010 ESPP, all accumulated payroll deductions in the payroll deduction account will be returned, without interest (to the extent permitted by applicable local law), to that participant, and that participant will not be entitled to any shares on the purchase date or thereafter

 

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with respect to the offering period in effect at the time of withdrawal. The participant will be permitted to participate in subsequent offering periods pursuant to terms and conditions established by the Committee in its sole discretion.

A participant will cease to participate in the Amended 2010 ESPP upon the participant’s termination of employment for any reason. All payroll deductions credited to the former participant’s payroll deduction account as of the date of termination will be:

 

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in the event termination is due to a transfer to a subsidiary of Accenture plc, applied to the purchase of shares on the next purchase date; or

 

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in the event termination is due to any other reason, returned, without interest (to the extent permitted by applicable local law), to the former participant or to the former participant’s designated beneficiary, as the case may be, and the former participant or beneficiary will have no future rights in any unexercised options under the Amended 2010 ESPP, unless the participant again becomes an eligible employee.

Adjustments Upon Certain Events

Generally. In the event of any change in the outstanding shares by reason of any share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or repurchase or exchange of shares or other corporate exchange, or any distribution to shareholders of shares other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person will make such substitution or adjustment, if any, as it deems to be equitable, as to:

 

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the number or kind of shares or other securities or property issued or reserved for issuance pursuant to the Amended 2010 ESPP;

 

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the number or kind of shares or other securities subject to outstanding options;