2009: A YEAR OF CRISIS AND FORCEFUL RESPONSE 2010 ...

accor

2009: A YEAR OF CRISIS AND FORCEFUL RESPONSE 2010 ...

6 ACCOR

GOVERNANCE

GOVERNANCE STRUCTURES

THE COMPANY IS GOVERNED BY A BOARD OF DIRECTORS, WHICH DETERMINES THE

COMPANY’S STRATEGY, OVERSEES ITS IMPLEMENTATION, EXAMINES ANY AND ALL ISSUES CONCERNING

THE EFFICIENT RUNNING OF THE BUSINESS, AND MAKES DECISIONS ON ALL MATTERS CONCERNING

THE COMPANY.

In accordance with the law and the Company’s Bylaws, the

Chairman and Chief Executive Officer chairs Board meetings,

organizes and leads the work of the Board and its meetings,

ensures that the Company’s corporate governance structures

function effectively, and obtains assurance that directors are in a

position to fulfill their responsibilities. The Chairman and Chief

Executive Officer represents the Company in its dealings with

third parties and has the broadest powers to act on behalf of the

Company in all circumstances. The situations where the exercise

of the Chairman and Chief Executive Officer’s powers is subject

to the prior approval of the Board of Directors are detailed in the

report of the Chairman and Chief Executive Officer drawn up

pursuant to article L.225-37 of the French Commercial Code.

The Bylaws stipulate that each Board member is required to hold

at least 500 Accor shares. To promote high attendance rates at

Board meetings, 50% of the total fees awarded to members of

the Board of Directors are allocated based on their attendance

record. Accor complies with the December 2008 version of the

AFEP-MEDEF Corporate Governance Code for listed companies.

At its meeting on May 13, 2009, the Board of Directors assessed

the independence of its members. For the purpose of this assessment

the Board applied the criteria set out in the above mentioned

AFEP-MEDEF Corporate Governance Code which state

that a member of the Board of Directors of a corporation cannot

be qualified as independent if he or she:

is – or has been at any time in the last fi ve years – an employee

• or a corporate officer of the corporation, or an employee or

director of its parent or a company that it consolidates;

is a corporate offi cer in a company in which the corporation

• directly or indirectly holds a directorship, or in which an

employee appointed as such or a corporate offi cer of the corporation

(current or in the past fi ve years) holds a directorship;

is a customer, supplier, investment banker or commercial

• banker (i) that is material for the corporation or its group, or

(ii) for which the corporation or its group represents a material

proportion of the entity’s activity;

has close family ties to a corporate offi cer;

• has been an auditor of the corporation in the last fi ve years;

• has been a director of the corporation for more than twelve years.

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