DEF 14A

DEF 14A 1 d347158ddef14a.htm DEF 14A DEF 14A

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. )

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Check the appropriate box:

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☒	Definitive Proxy Statement

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☐	Soliciting Material Pursuant to §240.14a-12

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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 all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Accenture 2022 Proxy Statement

Notice of Annual General

Meeting of Shareholders

Date

Wednesday, February 1, 2023

Time

1:30 pm local time

Place

The Dock, 7 Hanover Quay

Grand Canal Dock, Dublin 2, Ireland

Record Date

December 6, 2022

Availability of Materials

The proxy statement, our Annual Report for the fiscal year ended August 31, 2022 and our Irish financial statements are available at

www.proxyvote.com

Items of Business

1. By separate resolutions appoint the nine director nominees described in the proxy statement

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

3. Approve, in a non-binding vote, the frequency of future non-binding votes to approve the compensation of our named executive officers

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

Annual Irish Law Proposals:

5. Grant the Board the authority to issue shares under Irish law

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

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

The Board recommends that you vote “FOR” each director nominee included in Proposal 1, “FOR” Proposals 2, 4, 5, 6 and 7 and vote “ONE YEAR” for Proposal 3. The full text of these proposals is set forth in the accompanying proxy statement. Registered shareholders of the Company at the close of business on the record date are eligible to vote at the meeting.

During the meeting, management will also present, and the auditors will report to shareholders on, our Irish financial statements for the fiscal year ended August 31, 2022.

We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under “Questions and Answers about the Annual Meeting” on page 83 of the proxy statement.

By order of the Board of Directors,

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Joel Unruch

General Counsel and Corporate Secretary

December 13, 2022

Your vote is important

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

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				i

This proxy summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to shareholders on or about December 13, 2022. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting.

Items of Business

The following table summarizes the proposals to be voted upon at the 2023 Annual General Meeting of Shareholders to be held on February 1, 2023 (the “Annual Meeting”) and the Board’s voting recommendations with respect to each proposal.



	Proposals	Required Approval	Board Recommendation	Page

1.	Appointment of Directors	Majority of Votes Cast	FOR each nominee	20

2.	Advisory Vote to Approve Executive Compensation	Majority of Votes Cast	FOR	37

3.	Advisory Vote on Frequency of Future Votes to Approve Executive Compensation	Majority of Votes Cast	One Year	39

4.	Ratify the Appointment and Approve Remuneration of Auditor	Majority of Votes Cast	FOR	75

5.	Grant Board Authority to Issue Shares	Majority of Votes Cast	FOR	78

6.	Grant Board Authority to Opt-Out of Pre-emption Rights	75% of Votes Cast	FOR	79

7.	Determine Price Range for the Re-Allotment of Treasury Shares	75% of Votes Cast	FOR	81


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Our Company

Accenture (the “Company”) is a leading global professional services company that helps the world’s leading businesses, governments and other organizations build their digital core, optimize their operations, accelerate revenue growth and enhance citizen services—creating tangible value at speed and scale. We are a talent and innovation led company with over 721,000 people serving clients in more than 120 countries.

Technology is at the core of change today, and we are one of the world’s leaders in helping drive that change, with strong ecosystem relationships. We combine our strength in technology with unmatched industry experience, functional expertise and global delivery capability. We are uniquely able to deliver tangible outcomes because of our broad range of services, solutions and assets across Strategy & Consulting, Technology, Operations, Industry X and Accenture Song. These capabilities, together with our culture of shared success and commitment to creating 360° value, enable us to help our clients succeed and build trusted, lasting relationships.

We measure our success by the 360° value we create for our clients, each other, our shareholders, partners and communities.

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Our Strategy

The core of our growth strategy is delivering 360° value to our clients, people, shareholders, partners and communities. Our strategy defines the areas in which we will drive growth, build differentiation via 360° value and enable our business to create that value every day. We define 360° value as delivering the financial business case and unique value a client may be seeking, and striving to partner with our clients to achieve greater progress on inclusion and diversity, reskill and upskill our clients’ employees, help our clients achieve their sustainability goals, and create meaningful experiences, both with Accenture and for the customers and employees of our clients.

We bring industry specific solutions and services as well as cross industry expertise and leverage our scale and global footprint, innovation capabilities, and strong ecosystem partnerships together with our assets and platforms including MyWizard, MyNav and SynOps to deliver tangible value for our clients.

We help our clients use technology to drive enterprise-wide transformation, which includes:

•

building their digital core—such as moving them to the cloud, leveraging data and artificial intelligence, and embedding security across the enterprise;

•

optimizing their operations—such as helping our clients digitize faster, access digital talent and reduce costs as well as through digitizing engineering and manufacturing; and

•

accelerating their revenue growth—such as through using technology and creativity to create personalized connections, experiences and targeted sales at scale, leveraging data and AI, transforming content supply chains and marketing and commerce models and helping create new digital services and business models.

Our managed services have become increasingly strategic as companies seek to move faster and leverage our digital platforms and talent as well as reduce costs.

We believe our strategy to deliver 360° value makes us an attractive destination for top talent, a trusted partner to our clients and ecosystem partners, and a respected member of our communities.

We believe that the companies that will lead in the next decade need to harness the five key forces of change we have identified—total enterprise reinvention, talent, sustainability, the metaverse continuum and the ongoing technology revolution. We are investing and co-creating with clients and partners to lead in helping our clients thrive across these forces, which we expect to have different time horizons. Today, the strong demand we continue to see across our geographic markets, services and industries is being primarily driven by the first two, as companies are in the early stages of harnessing these forces. We have summarized below each of the five key forces as we currently see them evolving.

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Total enterprise reinvention, as we believe every part of every business must be transformed by technology, data and AI, with new ways of working and engaging with customers, employees and partners, and new business models, products and services. We are helping clients build their digital core, optimize operations and accelerate growth.

•

Talent, as companies must be able to access great talent, be talent creators not just consumers, and unlock the potential of their people—from the ways they organize and work, to their culture, to their employee value proposition.


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Sustainability, as consumers, employees, business partners, regulators and investors are demanding companies move from commitment to action—we believe every business must be a sustainable business.

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The metaverse continuum, moving seamlessly between virtual and physical, which we believe will provide even greater possibilities in the next waves of digital transformation.

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The ongoing technology revolution, from the rich innovation to come in the powerful technologies being used to transform companies today, to the new fields of the future, from quantum computing, to science and space technology.

We believe that helping clients navigate these five key forces of change will, in turn, drive our growth.

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Creating 360° Value

Our strategy is to create 360° value for all our stakeholders—our clients, people, shareholders, partners and communities. We measure our success by both our financial results and the broader 360° value we create for our stakeholders.

We delivered outstanding financial results in fiscal 2022, with significant market share gains, sustained profitability, record earnings growth, and excellent free cash flow, driving superior shareholder value. These strong financial results allow us to deliver 360° value for all our stakeholders.

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*	See “Reconciliation of GAAP Measures to Non-GAAP Measures” on pages 90-91.


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For the three-year period from the end of fiscal 2019 through fiscal 2022, our performance demonstrates our focus on delivering shareholder value.


Broad-Based Revenue Growth 12.5% CAGR* in U.S. dollars and 13.3% in local currency Revenues				Sustained Margin Expansion 60 basis point expansion Operating Margin
* “CAGR” means Compound Annual Growth Rate.
Strong Earnings Growth 13% CAGR Earnings Per Share				Significant Cash Returned to Shareholders since Fiscal 2019 10% CAGR dividends per share Cash Returned to Shareholders

Total Shareholder Return (TSR)**

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The cumulative TSR on our Class A shares for the period August 31, 2019 - August 31, 2022, compared with the cumulative TSR over the same period of the S&P 500 Stock Index and the S&P 500 Information Technology Sector Index, assuming that on August 31, 2019, $100 was invested in our Class A shares and in each of the two indices, with dividends reinvested on the ex-dividend date without payment of any commissions.


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We continue to invest to create 360° value across our business, people and communities, including in the following key areas during fiscal 2022:

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Compensation Highlights

Consistent with our pay-for-performance philosophy, 2022 compensation decisions were aligned with our very strong financial performance in fiscal 2022, as described further under “Executive Compensation—Compensation Discussion and Analysis—Fiscal 2022 Compensation Decisions.”

Pay-for-Performance

The Company’s performance with respect to total shareholder return over a three-year period was at the 78th percentile among the companies in our peer group. The realizable total direct compensation for the chair and chief executive officer role over this

same period was at the 50th percentile, which indicates that our relative Company performance ranked higher than relative realizable pay, as compared to our peer group.

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See page 46 for a definition of realizable total direct compensation.


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2022 Chair and CEO Total Compensation Highlights

Our compensation program is designed to reward executives for their overall contribution to Company performance, including the Company’s execution against its business plan and the creation of 360° value for all stakeholders, and to provide executives with incentives to continue to expand their contributions to Accenture. The compensation decisions in recognition of performance during fiscal 2022, including with respect to our chair and chief executive officer, were tied to Company and individual performance. In making its compensation decisions, the Compensation, Culture & People Committee considered many factors, including

the Company’s outstanding financial performance and significant market share gains during fiscal 2022 across all services and markets, Ms. Sweet’s exceptional level of engagement with the Company’s clients globally, her execution of the Company’s strategic objectives, all while continuing our progress toward sustainability goals and investing significantly in our business, people and communities, and her response to geopolitical crises. The following reflects the pay decisions for our chair and chief executive officer, Julie Sweet, for fiscal 2022 performance:

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Compensation Practices

The Compensation, Culture & People Committee oversees the design and administration of the Company’s compensation programs. The Compensation, Culture & People Committee believes that a well-designed, consistently applied compensation program is fundamental to the long-term creation of shared success—our

commitment to make a positive difference together with our clients, people, shareholders, partners and communities. The following table summarizes some highlights of our compensation practices that drive our named executive officer compensation programs:

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Corporate Governance Highlights

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

long-term interests of the Company and its stakeholders. The following table summarizes certain highlights of our corporate governance practices and policies:

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Our Director Nominees

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


	Principal Occupation	Age		Director since		Committee Memberships	Other Public Company Boards

Jaime Ardila	Former EVP and President, South America, General Motors Company		67		2013	Audit, Finance (C), Nominating, Governance & Sustainability	2

Nancy McKinstry	CEO & Chairman of the Executive Board, Wolters Kluwer N.V.		63		2016	Compensation, Culture & People (C), Nominating, Governance & Sustainability	1


Beth E. Mooney	Former Chairman & CEO, KeyCorp		67		2021	Compensation, Culture & People, Finance	2

Gilles C. Pélisson Independent Lead Director	Chairman & Former CEO, TF1 Group		65		2012	Nominating, Governance & Sustainability	1


Paula A. Price	Former CFO, Macy’s, Inc.		61		2014	Audit (C), Compensation, Culture & People	2

Venkata (Murthy) Renduchintala	Former Chief Engineering Officer, Intel Corporation		57		2018	Audit, Finance	0


Arun Sarin	Former CEO, Vodafone Group plc		68		2015	Compensation, Culture & People, Nominating, Governance & Sustainability (C)	2

Julie Sweet Chair	Chair & CEO, Accenture plc		55		2019	—	0


Tracey T. Travis	CFO, The Estée Lauder Companies Inc.		60		2017	Audit, Finance	1

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Accenture 2022 Proxy Statement

Table of Contents



Corporate Governance			1

Corporate Governance Practices			1

Leadership Structure			3

Independent Lead Director; Executive Sessions			4

Director Independence			4

Board Oversight			5

Board Meetings			8

Director Attendance at Annual Meetings			8

Committees of the Board			8

Compensation Oversight			11

Certain Relationships and Related Person Transactions			12

Political Contributions and Lobbying			12

Shareholder Engagement			13

Our People, Environment and Communities			14

Communicating with the Board			18

Proposal 1: Appointment of Directors			20

Director Characteristics and Succession Planning			20

Board Diversity and Tenure			21

Qualifications and Experience of Director Nominees			22

Process for Selecting New Outside Directors			23

Director Orientation and Continuing Education			23

Process for Shareholders to Recommend Director Nominees			23

Director Nominee Biographies			24

Director Compensation			30

Elements of Director Compensation			30

Director Compensation for Fiscal 2022			31

Beneficial Ownership			34

Beneficial Ownership of Directors and Executive Officers			34

Beneficial Ownership of More than 5%			35

Proposal 2: Non-Binding Vote to Approve Executive Compensation			37

Proposal 3: Non-Binding Vote on the Frequency of Future Votes to Approve Executive Compensation			39

Executive Compensation			41

Compensation Discussion and Analysis			41

Compensation, Culture & People Committee Report			61

Compensation, Culture & People Committee Interlocks and Insider Participation			61

Summary Compensation Table			62

Grants of Plan-Based Awards for Fiscal 2022			64

Outstanding Equity Awards at August 31, 2022			65

Stock Vested in Fiscal 2022			66

Nonqualified Deferred Compensation for Fiscal 2022			67

Potential Payments upon Termination			68

Pay Ratio			71

Audit			73

Audit Committee Report			73


Accenture 2022 Proxy Statement



Proposal 4: Non-Binding Ratification of Appointment of Independent Auditor and Binding Authorization of the Board to Determine Its Remuneration			75

Independent Auditor’s Fees			76

Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor			76

Annual Irish Law Proposals			78

Proposal 5: Board Authority to Issue Shares			78

Proposal 6: Board Authority to Opt-Out of Pre-emption Rights			79

Proposal 7: Determine Price Range for Re-Allotment of Treasury Shares			81

Questions and Answers About the Annual Meeting			83

Additional Information			89

Availability of Materials			89

Householding of Shareholder Documents			89

Submission of Future Shareholder Proposals			89

About Accenture			90

Reconciliation of GAAP Measures to Non-GAAP Measures			90

Forward-Looking Statements & Website References			91
We use the terms “Accenture,” the “Company,” “we,” “our” and “us” in this proxy statement to refer to Accenture plc and its subsidiaries. All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on August 31.

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Accenture 2022 Proxy Statement				1

Corporate Governance

The Board is responsible for providing governance and oversight over the strategy, operations and management of Accenture. The primary mission of the Board is to represent and protect the interests of our shareholders. The Board oversees our senior management, to whom it has delegated the authority to manage the day-to-day operations of the Company. The Board has adopted Corporate Governance Guidelines, committee charters and a Code of Business Ethics which, together with our Memorandum and Articles of Association, form the governance framework for the Board and its committees. We believe good governance strengthens the Board and management’s accountability. The Board regularly (and at least annually) reviews its Corporate Governance Guidelines and other corporate governance documents and from time to time revises them when it believes it serves the interests of the Company and its shareholders to do so and in response to feedback from shareholders, changing regulatory and governance requirements and best practices. The following sections provide an overview of our corporate governance structure, including director independence and other criteria we use in selecting director nominees, our Board leadership structure and the responsibilities of the Board and each of its committees.

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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, 395 Ninth Avenue, 60th Floor, New York, NY 10001, USA. Accenture’s Code of Business Ethics is applicable to all of our directors, officers and employees. If the Board grants any waivers from our Code of Business Ethics to any of our directors or executive officers, or if we amend our Code of Business Ethics, we will, if required, disclose these matters through our website on a timely basis.

Corporate Governance Practices

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



Annual election of directors		All of our directors are elected annually.

Independent Board		All of our directors are independent except for our chair and chief executive officer.

100% independent Board committees		Each of our four committees consists solely of independent directors. Each standing committee operates under a written charter, which is reviewed annually, that has been approved by the Board.

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

Annual Board, committee and individual director evaluations and self-assessments		The Nominating, Governance & Sustainability Committee conducts a confidential survey of the Board and its committees each year. The independent Lead Director and chair of the Nominating, Governance & Sustainability Committee also conduct a self-assessment interview with each Board member that is designed to enhance his or her participation and role as a member of the Board, as well as to assess the competencies and skills each individual director is expected to bring to the Board.


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Commitment to Board refreshment		Our Board takes an active role in Board succession planning, is committed to Board refreshment and works towards creating a balanced Board with both fresh perspectives and deep experience. As a refreshment mechanism, we have a retirement age of 75. The current average tenure of our nine director nominees is 6.4 years.

Board oversight of ESG		The Board has delegated ESG oversight responsibility to committees of the Board based on the expertise of those committees. The Nominating, Governance & Sustainability Committee oversees the Company’s overall ESG performance, disclosure, strategies, goals and objectives and monitors evolving ESG risks and opportunities. The Compensation, Culture & People Committee oversees the Company’s strategies related to the Company’s people, including matters such as pay equity, inclusion and diversity, leadership succession and culture and monitors related risks.

Board diversity policy		As part of the search process for new director candidates, the Nominating, Governance & Sustainability Committee actively seeks out women and underrepresented candidates to include in the pool from which Board nominees are chosen (and instructs any search firm engaged for the search to do so).

Director overboarding policy		Our directors may not serve on the boards of more than three public companies, in addition to our Board, and directors who are chief executive officers of public companies may not serve on the boards of more than two other public companies, in addition to our Board.

Board oversight of strategy and risk		Our Board provides active oversight of our strategy and enterprise risk management program (including cybersecurity and data privacy risks). The Audit Committee’s oversight responsibility includes information technology risk exposures, including cybersecurity, data privacy and data security.

Director selection process		Our Board has a rigorous director selection process resulting in a diverse and international Board in terms of gender, race, ethnicity, experience, perspectives, skills and tenure.

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

No shareholder rights plan (“poison pill”)		The Company does not have a poison pill.

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

Active shareholder engagement		We regularly engage with our shareholders to better understand their perspectives, and our independent Lead Director has participated when requested by major shareholders.

Code of Business Ethics		Our Code of Business Ethics, which applies to all employees as well as all members of the Board, reinforces our core values and helps drive our culture of compliance, ethical conduct and accountability. The contents of our Code of Business Ethics are organized by six fundamental behaviors: Make Your Conduct Count; Comply with Laws; Deliver for Our Clients; Protect People, Information and Our Business; Run Our Business Responsibly; and Be a Good Corporate Citizen.


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Clawback policy		We maintain a clawback policy applicable to our chair and chief executive officer, global management committee members (the Company’s primary management and leadership team) and other senior leaders, which provides for the recoupment of incentive cash bonus and equity-based compensation under specified circumstances as further described under “Executive Compensation—Compensation Discussion and Analysis—Additional Information.”

Director and executive officer equity ownership requirements		Each named executive officer is required to hold Accenture equity with a value equal to at least six times his or her base compensation by the fifth anniversary of becoming a named executive officer. Each director is required to hold Accenture equity having a fair market value equal to three times the value of the annual director equity grants within three years of joining the Board.

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

Leadership Structure

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

Currently, our Board leadership structure consists of an independent Lead Director, a chair (who is also our chief executive officer) and strong independent committee chairs. The Board believes our structure provides independent Board leadership with the benefit of our chief executive officer serving as the chair at our regular board meetings. The Board regularly reviews its leadership structure and has determined that this structure is in the best interests of the Company and its shareholders at this time. Among other factors, the Board considered and evaluated: Ms. Sweet’s knowledge of Accenture and its industry, which has been built up over 12 years of experience with the Company; the strength of Ms. Sweet’s vision for the Company and the quality of her leadership; the importance of consistent, unified leadership to execute and oversee the Company’s strategy; the strong and highly independent composition of the Board; and the meaningful responsibilities of the independent Lead Director.

Gilles Pélisson has served as our independent Lead Director since January 2020 and has been a director since 2012. The independent directors believe that Mr. Pélisson is well suited to serve as independent Lead Director given his significant managerial, operational and global experience, as well as his experience in corporate governance. As a result of his broad-based and relevant background, as well as his deep knowledge of Accenture’s business, Mr. Pélisson is well positioned as independent Lead Director to provide constructive, independent and informed guidance and oversight to management. The Board believes that the presence of our independent Lead Director who, as described below, has meaningful oversight responsibilities, together with a combined chair and chief executive officer, provides the Company with the optimal leadership to drive the Company forward at this time.

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


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Independent Lead Director; Executive Sessions

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Gilles C. Pélisson

Independent Lead Director

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

The responsibilities of the independent Lead Director, which are described in the Company’s Corporate Governance Guidelines, include, among others:


Responsibility		Description

Agendas		Providing input on issues for Board consideration, helping set and approve the Board agenda, ensuring that adequate information is provided to the Board, helping ensure that there is sufficient time for discussion of all agenda items and approving schedules for Board meetings.

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

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

Communicating with directors		Acting as a liaison between the independent directors and the chair and chief executive officer.

Communicating with shareholders		If requested by major shareholders, being available for consultation and direct communication. Serving as a liaison between the Board and shareholders on investor matters.

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

In addition to the above responsibilities, our independent Lead Director also has regular meetings with the chairs of the Board committees as well as our chair and chief executive officer, to discuss critical matters and other ongoing topics, including acquisitions, and management decisions.

The Board believes that one of the key elements of effective, independent oversight is that the independent directors meet in executive session on a regular basis without the presence of management to discuss various matters related to the oversight of the Company, including the Board’s leadership structure and the chief executive officer’s performance. Accordingly, our independent directors meet separately in executive session at each regularly scheduled Board meeting. Our independent directors held four executive sessions during fiscal 2022, all of which were led by the independent Lead Director.

Director Independence

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

In making its independence recommendations, the Nominating, Governance & Sustainability Committee evaluates the various commercial, charitable and employment transactions and relationships known to the committee that exist between us and our subsidiaries on the one hand, and the directors and the entities with which certain of our directors or members of their immediate families are, or have been, affiliated (including those identified through our annual director questionnaires) on the other. Furthermore, the Nominating, Governance & Sustainability Committee discusses other


Accenture 2022 Proxy Statement		Corporate Governance		5

relevant facts and circumstances regarding the nature of these transactions and relationships to determine whether other factors, regardless of the Independence Standards, might compromise a director’s independence.

Based on its analysis, the Nominating, Governance & Sustainability Committee recommended, and the Board determined that, other than Julie Sweet, each of our directors (Jaime Ardila, Nancy McKinstry, Beth E. Mooney, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala, Arun Sarin, Frank K. Tang and Tracey T. Travis) is independent under all applicable standards, including, with respect to members of the Audit and Compensation, Culture & People Committees, those applicable to such committee service. The Board concurred in these recommendations. In reaching its determinations, the Nominating, Governance & Sustainability Committee and the Board considered that during fiscal 2022, Nancy McKinstry, Gilles C. Pélisson and Tracey T. Travis were employed by organizations that do business with Accenture. The amount received by Accenture or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either Accenture’s or such organization’s consolidated gross revenues.

Board Oversight

Oversight of Strategy

The Board is responsible for providing governance and oversight over the strategy, operations and management of Accenture. Acting as a full Board and through the Board’s four standing committees, the Board is involved in the Company’s strategic planning process. Each year, the Board holds a strategy retreat during which members of the Accenture Leadership team present the Company’s overall corporate strategy and seek input from the Board. “Accenture Leadership” is comprised of members of our global management committee (our primary management and leadership team), senior managing directors and managing directors. 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.

Oversight of Risk

The full Board is responsible for overseeing the Company’s enterprise risk management (“ERM”) program. As described more fully below, the Board fulfills this responsibility both directly and through its standing committees, each of which assists the Board in overseeing a part of the Company’s overall risk management. The risks described in this section include those formally monitored at a Board or committee level as part of the ERM program, including the annual risk assessment process, program scope, status of priority risks and risk profile, among other things, or pursuant to committee charters. These risks do not represent a complete list of all enterprise risks that are considered and addressed from time to time by the Board and its committees. For more information on risks that affect our business, please see our most recent Annual Report on Form 10-K and other filings we make with the Securities & Exchange Commission (the “SEC”).

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Cybersecurity and Data Privacy Risks

As part of the Board’s role in overseeing the Company’s ERM program, the Board devotes time and attention to cybersecurity and data privacy related risks, with the Audit Committee responsible for overseeing information technology risk exposures, including cybersecurity, data privacy and data security. The Audit Committee receives reports on cybersecurity and data privacy matters and related risk exposures from management, including our chief information security officer, at least twice a year and more frequently as applicable. The Audit Committee regularly updates the Board on such matters and the Board also periodically receives reports from management directly.

All Accenture people regularly participate in required and targeted data privacy trainings and annual information security trainings, in addition to completing at least one required level of our Information Security Advocate program, a self-paced training program designed to strengthen awareness and adoption of secure behaviors. We also assess the efficacy of our information security program through internal detection and monitoring systems, as well as through the engagement of external, third-party experts. Reflective of our commitment to cybersecurity and data privacy, we have received global certifications for Information Security (ISO 27001:2013) and Data Privacy (ISO 27701:2019).

Oversight of ESG

The core of our growth strategy is delivering 360° value to our clients, people, shareholders, partners and communities. To drive change for our clients, and for our business, we work across a spectrum of environmental, social and governance (ESG) priorities—and help our stakeholders do the same—contributing to the creation of a more sustainable world for all. At Accenture, responsibility for ESG matters starts at the top, with our Board actively overseeing our ESG strategies and progress in meeting our ESG-related commitments, and cascades throughout the business. As part of this, we have implemented a clear and comprehensive governance structure designed to help us achieve our goals and reflect our objectives throughout the organization while guiding our strategic approach. The Nominating, Governance & Sustainability Committee is responsible for overseeing our overall ESG performance, disclosure, strategies, goals and objectives and monitoring evolving ESG risks. In carrying out its responsibilities, the Nominating, Governance & Sustainability Committee


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receives periodic reports throughout the year from management on key ESG matters, including the sustainability services we provide to clients, our actions around being a responsible company and citizen, our progress in meeting our ESG-related commitments and our integrated reporting, which demonstrates our commitment to transparency and accountability of our goals and progress. In addition, the Compensation, Culture & People Committee is responsible for overseeing our strategies related to our people, including matters such as pay equity, inclusion and diversity, leadership succession and culture and the Audit Committee oversees our approach to the quality of ESG-related data and controls.

Our global management committee sponsors our responsible company strategies. These senior leaders, spanning multiple corporate functions, industries, services and geographies, engage on these topics and are responsible for implementing strategies, goals and policies. Together, they make strategic recommendations and decisions on our ESG initiatives, including sponsorship of our non-financial goals. In addition, in fiscal 2022, we formed a newly structured ESG executive committee, made up of a subset of the global management committee, accountable for approving strategic global decisions aligned to Accenture’s corporate environmental sustainability commitments and growth objectives. Our ESG executive committee and steering committee (which is comprised of leaders across the Company) meet regularly to monitor our environmental performance, identify improvement areas and elevate matters to the Board as appropriate through the global management committee.

For more information about our ESG initiatives and progress in meeting our ESG-related commitments, please see “—Our People, Environment and Communities.”

Oversight of People and Culture

Accenture is a talent and innovation led organization, with a culture of shared success, which is defined as success for our clients, people, shareholders, partners and communities. This culture is built upon four tangible building blocks—our beliefs, our behaviors, the way we develop and reward our people and the way we do business. Our Board plays an integral role in oversight of our people and our culture at Accenture, with the Compensation, Culture & People Committee responsible for overseeing the Company’s strategies related to the Company’s people, including matters such as pay equity, inclusion and diversity, leadership succession, culture and monitoring related risks. Throughout the year, the Board and the Compensation, Culture & People Committee receive reports from management, on Accenture’s culture, talent development, retention and recruiting initiatives, inclusion and diversity strategy, pay equity, leadership and succession planning, and employee feedback. Moreover, our performance-based compensation program, which is reviewed and approved by the Compensation, Culture & People Committee, incorporates performance objectives relating to achieving specific gender, racial and ethnic diversity goals, as well as goals relating to professional development and retention. For additional information relating to such performance objectives, please see “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.”

Management Succession Planning

Succession planning is at the heart of the Company’s talent strategy. The Company seeks to identify candidates for succession with the experience and skills needed to serve our clients and to develop the strategy and manage the operations of the Company, and who also exemplify the Company’s leadership essentials, which are further described in “—Our People, Environment and Communities.” The Company conducts assessments to identify those with high potential for senior leadership positions, allowing us to assess leader skills, aspirations and readiness, enable the Company to plan for future role rotations and identify any talent gaps. The Company’s global management committee engages in discussions focused on succession plans with an emphasis on inclusion and diversity and boundaryless and borderless opportunities. Ongoing conversations are conducted to understand the aspirations of high potential leaders and their development focused on learning, experience and exposure. The Board also has meaningful opportunities to regularly engage with strong candidates for succession.

As described in the Company’s Corporate Governance Guidelines, the chair and chief executive officer reports annually to the Board regarding succession planning of the executive committee. The chair and chief executive officer and the chief leadership and human resources officer meet with the Compensation, Culture & People Committee and the Board regularly to discuss these succession plans and any recommendations they may have regarding the Company’s next generation of leaders. As set forth in their respective charters, the Compensation, Culture & People Committee oversees the Company’s general strategies related to leadership succession for the executive committee, and the Nominating, Governance & Sustainability Committee ensures that an effective chief executive officer succession plan is in place and, in the event of a vacancy, recommends to the Board a successor.


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Board Meetings

During fiscal 2022, the Board met six times. In addition, per our committee charters, all of our Board members are ordinarily invited to and frequently attend the meetings of our four standing committees, except for a few specific sessions reserved to committee members only. Board members may only vote at meetings of the committees on which they serve. The Board expects that its members will prepare for, attend and participate in all Board and applicable committee meetings and each annual general meeting of shareholders. Directors are also expected to become familiar with Accenture’s organization, management team and operations in connection with discharging their oversight responsibilities.

During fiscal 2022, all of our incumbent directors attended at least 75% of the meetings of the Board and the committees on which they served (during the periods when they served) and the average attendance of all Board and committee meetings was over 97%.

Director Attendance at Annual Meetings

All 10 of the Board members serving on the Board at the time of our 2022 annual general meeting of shareholders attended the 2022 meeting. As set forth in our Corporate Governance Guidelines, the Board expects that its members will attend the annual general meeting of shareholders.

Committees of the Board

The Board currently has four standing committees: Audit; Compensation, Culture & People; Finance; and Nominating, Governance & Sustainability. From time to time, the Board may also create ad hoc or special committees for certain purposes in addition to these four standing committees. Each committee consists entirely of independent, non-employee directors. The table below lists the current membership of each committee and the number of meetings held in fiscal 2022.

In connection with our efforts to continually refresh the Board and its committees, during fiscal 2022, Ms. Mooney joined the Compensation, Culture & People Committee and Venkata (Murthy) Renduchintala joined the Finance Committee.


	Committees
Board Member	Audit	Compensation, Culture & People	Finance	Nominating, Governance & Sustainability

Jaime Ardila*	⚫		C	⚫

Nancy McKinstry		C		⚫

Beth E. Mooney		⚫	⚫

Gilles C. Pélisson**				⚫

Paula A. Price*	C	⚫

Venkata (Murthy) Renduchintala	⚫		⚫

Arun Sarin		⚫		C

Frank K. Tang***			⚫

Tracey T. Travis*	⚫		⚫

Number of Meetings in Fiscal 2022	9	6	4	5

⚫	Member C Chair

* Audit Committee Financial Expert as defined under SEC rules.

** Independent Lead Director of the Board.

*** Not subject to re-appointment at the Annual Meeting and will step down as a director, effective upon the re-appointment of directors at the Annual Meeting pursuant to Proposal 1.


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Audit Committee

Members All Independent Paula A. Price (Chair) Jaime Ardila Venkata (Murthy) Renduchintala Tracey T. Travis		Oversees the Company’s accounting, financial reporting processes, audits of financial statements and internal controls, ERM program and information technology risk exposures. The Audit Committee’s primary responsibilities include oversight of the following: • the quality and integrity of the Company’s accounting and reporting practices and controls, and the financial statements and reports of the Company; • the Company’s compliance with legal and regulatory requirements; • the independent auditor’s qualifications and independence; • the performance of the Company’s internal audit function and independent auditors; and • the Company’s ERM program and information technology risk exposures, including cybersecurity, data privacy and data security and related risks. The Board has determined that each member of the Audit Committee meets the financial literacy, independence and accounting or auditing requirements of the SEC, the Companies Act of 2014 and the NYSE, as applicable to audit committee members, and that each of Jaime Ardila, Paula A. Price and Tracey T. Travis also qualifies as an “audit committee financial expert” for purposes of SEC rules. No member of the Audit Committee may serve on the audit committee of more than three public companies, including Accenture, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and discloses such determination in accordance with NYSE requirements. No member of the Audit Committee currently serves on the audit committees of more than three public companies, including Accenture.
Finance Committee

Members All Independent Jaime Ardila (Chair) Beth E. Mooney Venkata (Murthy) Renduchintala Frank K. Tang (Not subject to re-appointment at the Annual Meeting) Tracey T. Travis		Oversees the Company’s capital and treasury activities. The Finance Committee’s primary responsibilities include oversight of the Company’s: • capital structure and corporate finance strategy and activities; • dividends, share redemption and purchase activities; • treasury function, investment management and financial risk management; • major acquisitions, dispositions, joint ventures or similar transactions; and • insurance plans.


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Nominating, Governance & Sustainability Committee

Members All Independent Arun Sarin (Chair) Jaime Ardila Nancy McKinstry Gilles C. Pélisson		Oversees the Company’s corporate governance practices and processes, and ESG matters. The Nominating, Governance & Sustainability Committee’s primary responsibilities include oversight of the following: • assessing and selecting/nominating (or recommending to the Board for its selection/nomination) strong and capable candidates to serve on the Board; • making recommendations as to the size, composition, structure, operations, performance and effectiveness of the Board; • overseeing the Company’s chief executive officer succession process; • together with the Compensation, Culture & People Committee, conducting an annual review of the Company’s performance and the Company’s chair and chief executive officer’s performance; • developing and recommending to the Board a set of corporate governance principles, including independence standards; • overseeing ESG performance, disclosure, strategies, goals and objectives and monitoring evolving ESG risks and opportunities; and • taking a leadership role in shaping the corporate governance of the Company. In addition, we formalized the Nominating, Governance & Sustainability Committee’s role to include responsibility for the Company’s political, lobbying and other grassroots advocacy activities, and the Company’s policies and practices regarding such activities. Consistent with its duties and responsibilities, the Nominating, Governance & Sustainability Committee conducts an annual confidential survey of the Board, which is designed to evaluate the operation and performance of the Board and each of its committees. Directors also share perspectives, feedback and suggestions year-round, which the Nominating, Governance & Sustainability Committee takes into account when evaluating the operation and performance of the Board and its committees.

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Compensation, Culture & People Committee

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

Compensation Oversight

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

•

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

•

Nominating, Governance & Sustainability Committee. Together with the Compensation, Culture & People Committee, the Nominating, Governance & Sustainability Committee reviews the performance of, and provides an annual performance rating for, the chair and chief executive officer.

•

Chair and Chief Executive Officer. The chair and chief executive officer provides the Compensation, Culture & People Committee with an evaluation of the performance of each member of our executive committee, which includes an assessment of each individual’s performance against his or her annual performance objectives and a recommendation regarding his or her compensation.

•

Chief Leadership & Human Resources Officer. Our chief leadership & human resources officer annually solicits input from members of our executive committee and other senior leaders of the Company regarding the performance of our chair and chief executive officer to aid the Compensation, Culture & People Committee and Nominating, Governance & Sustainability Committee in the review of her performance.


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Certain Relationships and Related Person Transactions

Review and Approval of Related Person Transactions

The Board has adopted a written Related Person Transactions Policy, which provides that all related person transactions covered by the policy must be reviewed and approved by the Board or by the Nominating, Governance & Sustainability Committee, or ratified if advance review and approval is not reasonably feasible. The Related Person Transactions Policy applies to any transaction that would be required by the SEC to be disclosed in our proxy statement.

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

•

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

•

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

•

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

Certain Related Person Transactions

James Etheredge, the son of Jimmy Etheredge, Accenture’s CEO – North America, rejoined Accenture at the end of fiscal 2022 as a functional strategy consultant at an annual base salary of $165,000 plus bonus opportunity.

Avnish Sharma, the brother of Manish Sharma, Accenture’s Chief Operating Officer, is employed by Accenture as a managing director. During fiscal 2022 he earned approximately $275,000 in total compensation.

Timothy McClure, the brother of KC McClure, Accenture’s Chief Financial Officer, joined Accenture in April 2022 as a cloud advisory senior manager at an annual base salary of $200,000 plus bonus and equity opportunity.

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

Political Contributions and Lobbying

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

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


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Shareholder Engagement

We maintain an ongoing dialogue with our shareholders around our growth strategy, market positioning and financial performance and we conduct a consistent, proactive outreach effort with the governance teams of our shareholders. Throughout the year, members of our Investor Relations team and leaders of our business engage with our shareholders to seek their input and feedback, to remain well-informed regarding their perspectives and to help increase their understanding of our business. In particular, through these engagements, we leverage the discussions to cover topics of interest to our shareholders.

As reflected in our Corporate Governance Guidelines, our independent Lead Director is available for consultation and spent time in fiscal 2022 with major shareholders, at their request. The feedback received from our shareholder outreach efforts is communicated to and considered by the Board, and our engagement activities have produced valuable feedback that helps inform our decisions and our strategy, when appropriate. For example, after hearing feedback from some of our shareholders, we have added disclosure in this proxy statement of certain environmental and diversity and inclusion goals that were part of the fiscal 2022 annual objectives against which the performance of our executive officers was evaluated, as further described under “Compensation Discussion and Analysis—Process for Determining Executive Compensation—Performance Objectives Used in Evaluations.” Also, based in part on shareholder feedback, we have updated certain director biographies to reflect their experience in ESG matters, as reflected in “Proposal 1: Appointment of directors—Director Nominee Biographies.”

In addition, in April 2022 we hosted our Investor & Analyst Day, which was an opportunity for all of our investors to hear directly from our chief executive officer, chief financial officer and 14 other senior leaders as they discussed our strategy and focus on delivering 360° value and the five key forces of change we have identified.

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Our People, Environment and Communities

Our goal is to create 360° value for our clients, people, shareholders, partners and communities. This goal reflects our growth strategy, our core values and our culture of shared success. We have described below the progress we made this year on some of the key environmental and social aspects of the 360° value we created in fiscal 2022 for our people, the environment and our communities.

We measure our success by both our financial results and the broader 360° value we create for our stakeholders. For more information on the 360° value we are creating, please visit the Accenture 360° Value Reporting Experience, where we publish our progress and performance against our goals and the frameworks on which we report, which include the Carbon Disclosure Project (CDP), the Global Reporting Initiative (GRI), the Sustainability Accounting Standards Board (SASB), the Task Force on Climate-Related Financial Disclosure (TCFD), the United Nations Global Compact (UNGC) and the World Economic Forum International Business Council (WEF IBC).

Our P

SEC Form DEF 14A filed by Accenture plc