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

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Accenture Ltd

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December 19, 2008

 

 

Dear Fellow Shareholder:

 

You are cordially invited to attend the 2009 Annual General Meeting of Shareholders (the “Annual Meeting”), which will be held at 12:00 p.m., local time, on February 12, 2009, at Accenture’s New York office, located at 1345 Avenue of the Americas, 6th Floor, New York, New York 10105, USA.

 

At this year’s meeting, you are asked to vote on (i) the re-appointment of five directors and (ii) the re-appointment of KPMG LLP as our independent auditors and authorization of the Audit Committee of the Board of Directors (the “Board”) to determine KPMG LLP’s remuneration. In addition, the audited consolidated financial statements of Accenture and its subsidiaries for the fiscal year ended August 31, 2008 will be received at the Annual Meeting.

 

Our Board has nominated the director nominees and has made the proposal to re-appoint KPMG LLP. The Board recommends that you vote for the re-appointment of each director nominee and for the re-appointment of KPMG LLP as our independent auditors and authorization of the Audit Committee of the Board to determine their remuneration.

 

Your vote is very important to the company. We urge you to read the accompanying materials regarding the matters to be voted on at the Annual Meeting and to submit your voting instructions by proxy. You may submit your proxy either by returning the enclosed proxy card or by submitting your proxy over the telephone or the Internet. If you submit your proxy before the meeting but later decide to attend the meeting in person, you may still vote in person at the meeting.

 

Please let us know whether you plan to attend the Annual Meeting, as indicated in your proxy instructions. Please note that, if your shares are held in a name other than your own (for example, if your shares are held by a broker in “street name”), then you must take certain steps, described in the proxy statement, to be admitted into the meeting.

 

Thank you for your continued support.

 

WILLIAM D. GREEN

Chairman & CEO

 

 

 

NOTICE OF THE 2009 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

To our Shareholders:

 

You are hereby notified that the 2009 Annual General Meeting of Shareholders of Accenture Ltd will be held at 12:00 p.m., local time, on February 12, 2009, at our New York office, located at 1345 Avenue of the Americas, 6th Floor, New York, New York 10105, USA, to receive the report of our independent auditors and the financial statements for our fiscal year ended August 31, 2008, and to vote upon the following proposals:

 

1. to re-appoint Charles H. Giancarlo (who was newly appointed as a director on December 15, 2008) as a Class I director for a term expiring at our annual general meeting of shareholders in 2011, and to re-appoint Dina Dublon, William D. Green, Nobuyuki Idei and Marjorie Magner as Class II directors, each for a term expiring at our annual general meeting of shareholders in 2012;

 

2. to re-appoint KPMG LLP as independent auditors of Accenture Ltd for a term expiring at our annual general meeting of shareholders in 2010 and to authorize the Audit Committee of the Board of Directors to determine their remuneration; and

 

3. to transact any other business that may properly come before the meeting and any adjournment or postponement of the meeting.

 

The Board of Directors recommends that you vote “for” each of these proposals.

 

The Board of Directors has set December 15, 2008 as the record date for the meeting. This means that only those persons who were registered holders of Accenture Ltd’s Class A common shares or Class X common shares at the close of business on that record date will be entitled to receive notice of the meeting and to attend and vote at the meeting. This proxy statement contains additional information on how to attend the meeting and vote your shares in person. To vote your shares, you will need the control number included on the proxy card accompanying this proxy statement.

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 12, 2009: This proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended August 31, 2008 and the 2008 Letter from Our Chairman & CEO, are available free of charge on the Investor Relations section of our website (http://investor.accenture.com).

 

By order of the Board of Directors,

 

DOUGLAS G. SCRIVNER

General Counsel and Secretary

 

December 19, 2008

 

 

 

TABLE OF CONTENTS

 

 

PROXY STATEMENT

 

 

 

The Board of Directors (the “Board”) of Accenture Ltd is soliciting your proxy for use at the 2009 Annual General Meeting of Shareholders (the “Annual Meeting”) to be held on February 12, 2009. These proxy materials are first being sent to shareholders beginning on or about December 19, 2008.

 

Accenture is one of the world’s leading management consulting, technology services and outsourcing organizations. As of August 31, 2008, we had more than 186,000 employees based in 52 countries and revenues before reimbursements of approximately $23.39 billion for fiscal 2008. We operate globally with one common brand and business model designed to enable us to provide clients around the world with the same high level of service.

 

Accenture Ltd maintains its registered office in Bermuda at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda. Our telephone number in Bermuda is +1 441-296-8262. You may contact our Investor Relations Group by telephone in the United States and Puerto Rico at +1 877-ACN-5659 (+1 877-226-5659) and outside the United States and Puerto Rico at +1 678-999-4566, by e-mail at investor.relations@accenture.com or by mail at Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105, USA.

 

Our website address is www.accenture.com. We use our website as a channel of distribution for company information. We make available free of charge on the Investor Relations section of our website (http://investor.accenture.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, as well as our Code of Business Ethics, our Corporate Governance Guidelines and the charters of each of the Board’s committees. You may request any of these materials and information in print by contacting our Investor Relations Group. We do not intend for information contained in our website to be part of this proxy statement.

 

You also may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549, USA. You may obtain information on the operation of the Public Reference Room by calling the SEC at +1 800-SEC-0330 (+1 800-732-0330). The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

 

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

 

Date, Time and Place of the Annual Meeting

 

We will hold the Annual Meeting at 12:00 p.m., local time, on February 12, 2009, at our New York office, located at 1345 Avenue of the Americas, 6th Floor, New York, New York 10105, USA, subject to any adjournments or postponements.

 

Who Can Vote; Votes Per Share

 

The Board has set December 15, 2008 as the record date for the Annual Meeting. All persons who were registered holders of Accenture Ltd’s Class A common shares or Class X common shares at the close of business on that date are shareholders of record for the purposes of the Annual Meeting and will be entitled to attend and vote at the Annual Meeting. As of the close of business on that date, there were 664,312,579 Class A common shares outstanding (which includes 56,961,688 shares held by subsidiaries of Accenture) and 113,576,720 Class X common shares outstanding. Class A common shares held by our subsidiaries will be voted in a manner that will have no impact on the outcome of any vote of the shareholders of Accenture Ltd.

 

Each shareholder of record will be entitled to one vote per Class A common share and one vote per Class X common share on each matter submitted to a vote of shareholders, as long as those votes are represented at the Annual Meeting, either in person or by proxy. Holders of Class A common shares and Class X common shares will vote together, and not as separate classes, on all matters being considered at the Annual Meeting. Your shares will be represented if you attend and vote at the Annual Meeting or if you submit a proxy.

 

How to Vote; Submitting Your Proxy; Revoking Your Proxy

 

You may vote your shares either by voting in person at the Annual Meeting or by submitting a completed proxy. By submitting your proxy, you are legally authorizing another person to vote your shares. The enclosed proxy designates William D. Green, Pamela J. Craig and Douglas G. Scrivner to vote your shares in accordance with the voting instructions you indicate in your proxy.

 

If you submit your proxy designating William D. Green, Pamela J. Craig and Douglas G. Scrivner as the individuals authorized to vote your shares, but you do not indicate how your shares are to be voted, then your shares will be voted by those individuals in accordance with the Board’s recommendations, which are described in this proxy statement. In addition, if any other matters are properly brought up at the Annual Meeting (other than the proposals contained in this proxy statement), then each of these individuals will have the authority to vote your shares on those matters in accordance with his or her discretion and judgment. The Board currently does not know of any matters to be raised at the Annual Meeting other than the proposals contained in this proxy statement.

 

You may submit your proxy either by mail, by telephone (at the number set forth in the accompanying proxy materials) or via the Internet (www.cesvote.com). Please let us know whether you plan to attend the Annual Meeting by marking the appropriate box on your proxy card or by following the instructions provided when you submit your proxy by telephone or via the Internet. In order for your proxy to be validly submitted and for your shares to be voted in accordance with your proxy, we must receive your mailed proxy by 5:00 p.m., Eastern Standard Time, on February 11, 2009 (February 9, 2009 for Accenture employees and former employees who are submitting proxies for shares received through our employee plans and held by Citigroup Global Markets, Inc. (“Citigroup”)). If you submit your proxy by telephone or via the Internet, then you may submit your voting instructions up until 6:00 a.m., Eastern Standard Time, on February 12, 2009 (February 9, 2009 for

Accenture employees and former employees who are submitting proxies for shares received through our employee plans and held by Citigroup).

 

Your proxy is revocable. After you have submitted your proxy, you may revoke it by mail before the Annual Meeting by sending a written notice to our General Counsel and Secretary at 50 W. San Fernando Street, San Jose, California 95113, USA. Your notice must be received no later than one hour prior to the beginning of the Annual Meeting. If you wish to revoke your submitted proxy card and submit new voting instructions by mail, then you must sign, date and mail a new proxy card with your new voting instructions, which we must receive by 5:00 p.m., Eastern Standard Time, on February 11, 2009 (February 9, 2009 for Accenture employees and former employees who are submitting proxies for shares received through our employee plans and held by Citigroup). If you submitted your proxy by telephone or via the Internet, you may revoke your submitted proxy and/or submit new voting instructions by that same method, which must be received by 6:00 a.m., Eastern Standard Time, on February 12, 2009 (February 9, 2009 for Accenture employees and former employees who are submitting proxies for shares received through our employee plans and held by Citigroup). You also may revoke your proxy in person and vote your shares at the Annual Meeting. Attending the Annual Meeting without taking one of the actions above will not revoke your proxy.

 

Your vote is very important to the Company. If you do not plan to attend the Annual Meeting, we encourage you to read the enclosed proxy statement and submit your completed proxy prior to the Annual Meeting so that your shares will be represented and voted in accordance with your instructions.

 

If your shares are not registered in your name but in the “street name” of a bank, broker or other holder of record (a “nominee”), then your name will not appear in Accenture Ltd’s register of shareholders. Those shares are held in your nominee’s name, on your behalf, and your nominee will be entitled to vote your shares. This applies to our employees who received, through our employee plans, shares that are held by Citigroup and/or UBS Financial Services Inc. In order for you to attend the Annual Meeting, you must bring a letter or account statement showing that you beneficially own the shares held by the nominee. Note that even if you attend the Annual Meeting, you cannot vote the shares that are held by your nominee. Rather, you should submit voting directions to your nominee, which will instruct your nominee how to vote those shares on your behalf.

 

Quorum and Voting Requirements

 

In order to establish a quorum at the Annual Meeting, there must be at least two shareholders represented at the meeting, either in person or by proxy, who have the right to attend and vote at the meeting, and who together hold shares representing more than 50 percent of the votes that may be cast by all shareholders of record. For purposes of determining a quorum, abstentions and broker “non-votes” are counted as represented. A “non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares.

 

For each of the proposals being considered at the Annual Meeting, approval of the proposal requires the affirmative vote of a simple majority of the votes cast. There is no cumulative voting in the appointment of directors. The appointment of each director nominee will be considered and voted upon as a separate proposal. Abstentions and broker “non-votes” will not affect the voting results. If the proposal for the appointment of a director nominee does not receive the required majority of the votes cast, then the director will not be appointed and the position on the Board that would have been filled by the director nominee will become vacant. The Board has the ability to fill the vacancy upon the recommendation of its Nominating & Governance Committee, in accordance with Accenture’s bye-

laws, with that director subject to re-appointment by Accenture Ltd’s shareholders at the next following annual general meeting of shareholders.

 

Proxy Solicitation

 

Accenture Ltd will bear the costs of soliciting proxies from the holders of our Class A common shares and Class X common shares. We are initially soliciting these proxies by mail and e-mail, but solicitation may be made by our directors, officers and selected other Accenture employees telephonically, electronically or by other means of communication, and by Innisfree M&A Incorporated, whom we have hired to assist in the solicitation and distribution of proxies. Directors, officers and employees who help us in the solicitation will not be specially compensated for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. Innisfree M&A Incorporated will receive a fee of $10,000, plus reasonable expenses, for its services. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners. Corporate Election Services will act as our Inspector of Election at the Annual Meeting and assist us in tabulating the votes.

 

2008 Audited Financial Statements

 

At the Annual Meeting, we will present the audited consolidated financial statements for our fiscal year ended August 31, 2008. Copies of these financial statements are included in our Annual Report on Form 10-K, which we are delivering to you with this proxy statement. You may also access these materials through our website at http://investor.accenture.com.

 

The Board currently has 11 members, who are divided into three classes based upon the cycle of their respective terms in office. At each annual general meeting of shareholders, the appointment of the directors constituting one class of Board membership expires, and the shareholders vote at that meeting to appoint the directors nominated for these Board positions, each to hold office for a three-year term.

 

On December 15, 2008, the Board, in accordance with Accenture’s bye-laws and upon the recommendation of the Nominating & Governance Committee, appointed Charles H. Giancarlo as a Class I director. This newly-appointed director is subject to re-appointment by Accenture Ltd’s shareholders at the Annual Meeting. In addition, the terms of our four Class II directors will expire in 2009. The Board may appoint additional directors, in accordance with Accenture’s bye-laws, upon the recommendation of the Nominating & Governance Committee and subject to re-appointment by Accenture Ltd’s shareholders at the next annual general meeting of shareholders. In addition, the Board has the authority under the bye-laws to establish the size of the Board, so long as the number of directors remains within the range specified in the bye-laws (currently no less than 8 nor more than 15).

 

Proxies cannot be voted for a greater number of persons than the number of nominees named.

 

Class I and II Directors

 

Charles H. Giancarlo (having been appointed by the Board as a Class I director) is subject to re-appointment by our shareholders, and all four Class II directorships expire at the Annual Meeting. The Board is nominating Mr. Giancarlo for re-appointment as a Class I director for a term expiring at the 2011 annual general meeting of shareholders. The Nominating & Governance Committee reviewed the performance and qualifications of the current Class II directors and recommended to the Board that each be re-appointed to serve for an additional three-year term. The Board is nominating these four individuals for re-appointment as Class II directors, each for a three-year term expiring at the 2012 annual general meeting of shareholders. All of the director nominees are current Board members:

 

Charles H. Giancarlo (Class I)

 

Dina Dublon (Class II)

 

William D. Green (Class II)

 

Nobuyuki Idei (Class II)

 

Marjorie Magner (Class II)

 

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RE-APPOINTMENT OF EACH OF THE BOARD’S FIVE DIRECTOR NOMINEES.

 

If you submit your proxy designating William D. Green, Pamela J. Craig and Douglas G. Scrivner as your proxies but do not indicate how your shares should be voted, then your shares will be voted in favor of the re-appointment of all nominees. If any nominee is unwilling or unable to serve as a director, then the Board may propose another person in place of that original nominee, and the individuals designated as your proxies will vote to appoint that proposed person, unless the Board decides to reduce the number of directors constituting the full Board. All of the nominees have indicated that they will be willing and able to serve as directors.

 

Director Biographies

 

Set forth below are the biographies of our director nominees and our directors.

 

Communicating with the Board

 

The Board welcomes your questions and comments. If you would like to communicate directly with the Board, our non-management directors as a group or Sir Mark Moody-Stuart, our lead director, then you may submit your communication to our General Counsel and Secretary, Accenture Ltd, 50 W. San Fernando Street, San Jose, California 95113, USA. Communications and concerns will be forwarded to the Board, our non-management directors as a group or our lead director, as appropriate. We also have established mechanisms for communicating concerns or questions to our compliance office. You may direct any such concerns by e-mail to compliance.program@accenture.com or by calling the Accenture 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. If you wish to raise your concern in an anonymous manner, then you may do so.

 

Board Meetings and Committees

 

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 management team and operations as a basis for discharging their oversight responsibilities. During fiscal 2008, the Board held five meetings, four of which were held in person. Each of our then current directors except for Mr. Idei attended at least 75% of the aggregate of Board meetings and meetings of any Board committee on which he or she served during fiscal 2008. All of our then current Board members attended our annual general meeting of shareholders in 2008.

 

Our non-management directors who are not employees of the Company meet separately at each regularly scheduled Board meeting. These non-management directors held four meetings during fiscal 2008, each led by Sir Mark Moody-Stuart, the lead director.

 

The Board maintains an Audit Committee, a Compensation Committee, a Nominating & Governance Committee and a Finance Committee. From time to time, the Board may also create ad hoc or special committees for certain purposes in addition to the these four standing committees. Each standing committee operates pursuant to a written charter that is available in the Corporate Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com. A copy of our Corporate Governance Guidelines (including our independence standards) and our Code of Business Ethics can be found in the Corporate Governance section of our website. If the Board grants any waivers from our Code of Business Ethics to any of our directors or officers, or if we amend our Code of Business Ethics, we will disclose these matters through the Investor Relations section of our website. Printed copies of all of these materials are also available upon written request to our Investor Relations Group.

 

Director Independence

 

The Board has adopted categorical standards designed to assist the Board in assessing director independence (the “Independence Standards”). The Independence Standards are included in our Corporate Governance Guidelines, which can be found in the Corporate Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com. The Corporate Governance Guidelines and the Independence Standards have been designed to align with the standards required by the New York Stock Exchange (the “NYSE”). Our Corporate Governance Guidelines state that the Board shall perform an annual review of the independence of all directors and nominees, and the Board shall affirmatively determine that to be considered independent, a

director must not have any direct or indirect material relationship with Accenture. The Independence Standards are as follows:

 

 

 

Note: Such a position by an immediate family member of the director shall have the same effect on the director’s independence, except that the Board has concluded that employment by Accenture of adult children in non-executive officer roles shall not preclude a determination of independence of a director.

 

 

 

 

Each year, our directors complete a questionnaire that, among other things, elicits information to assist the Nominating & Governance Committee in assessing whether the director meets the Company’s Independence Standards. Utilizing these responses and other information, the Nominating & Governance Committee evaluates, with regard to each director, whether the director currently has or had any (i) employment or professional relationship that, in and of itself, would, pursuant to the Company’s independence standards, require a conclusion that the director is not independent and/or

(ii) employment or professional relationship with any organization with which Accenture has or had a relationship, where the organization made or received payments from Accenture. If a director has or had a relationship with an organization which made or received payments from Accenture, information regarding the amount of such payments is provided to the Nominating & Governance Committee. The Nominating & Governance Committee then determines whether the amount of any such payments requires, pursuant to the Independence Standards or otherwise, a conclusion that the director is not independent. Furthermore, the Nominating & Governance Committee discusses any other relevant facts and circumstances regarding the nature of these relationships to determine whether other factors, regardless of the Independence Standards, might impede a director’s independence.

 

Based on its analysis, the Nominating & Governance Committee has determined that each of our directors who is not an employee of the Company has satisfied the Independence Standards, as well as the independence requirements of the NYSE. The Board concurred in these independence determinations. The following 10 of our 11 current directors are independent: Sir Mark Moody-Stuart (lead director), Dina Dublon, Charles H. Giancarlo, Dennis F. Hightower, Nobuyuki Idei, William L. Kimsey, Robert I. Lipp, Marjorie Magner, Blythe J. McGarvie and Wulf von Schimmelmann. In reaching its determinations, the Nominating & Governance Committee and the Board considered, among other relationships, the relationships the directors had with parties identified above in their biographies that received payments from or made payments to Accenture, including the facts that Ms. Dublon, Mr. Lipp and Ms. Magner are former employees of companies to whom Accenture has made payments in the ordinary course of business; Mr. Idei is a senior corporate advisor to a client of the Company that makes payments to the Company in the ordinary course of business; Mr. Giancarlo is an executive officer of a client of the Company that makes payments to the Company in the ordinary course of business; and Mses. Magner, McGarvie and Dublon and Messrs. Hightower, Kimsey, Lipp, Moody-Stuart and von Schimmelmann are current or former directors of clients of the Company that make payments to the Company in the ordinary course of business.

 

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, in accordance with Section 10A(m) of the Exchange Act. The Audit Committee members are Blythe J. McGarvie (who serves as chair), William L. Kimsey and Robert I. Lipp. The Board has determined that each of these members meets the financial literacy and independence requirements of the NYSE, and that Ms. McGarvie and Mr. Kimsey each qualifies as an “audit committee financial expert” for purposes of the rules and regulations of the SEC. The Board does not limit the number of audit committees on which its Audit Committee members may serve but monitors and assesses the audit committee memberships (and other responsibilities) of its Audit Committee members on a regular basis to confirm their ability to serve Accenture effectively.

 

The Audit Committee held eight meetings in fiscal 2008, three of which were held in person. The Audit Committee’s primary duties and responsibilities are to:

 

 

 

Compensation Committee

 

Scope, Authority and Membership

 

The Compensation Committee consists of three independent directors: Sir Mark Moody-Stuart (who serves as chair), Dennis F. Hightower and Marjorie Magner. The Compensation Committee acts on behalf of the board of directors and by extension the shareholders to establish the compensation of executive officers of the company and provides oversight of the company’s global compensation philosophy. The Compensation Committee also acts as the oversight committee with respect to the company’s equity compensation plans. In overseeing those plans, the Compensation Committee has delegated authority for day-to-day administration, implementation and interpretation of the Company’s equity compensation programs to the Company’s executive officers.

 

The Compensation Committee held seven meetings in fiscal 2008, five of which were held in person. The Compensation Committee’s primary duties and responsibilities are to:

 

 

 

Process of Determining Executive Compensation

 

A number of individuals and entities contribute to the process of reviewing and determining the compensation of our named executive officers:

 

 

Nominating & Governance Committee

 

The Nominating & Governance Committee consists of four independent directors: Wulf von Schimmelmann (who serves as chair), Charles H. Giancarlo, Dennis F. Hightower and Nobuyuki Idei. Mr. Giancarlo joined the committee as of December 15, 2008 upon his appointment as a director. The Nominating & Governance Committee held four meetings in fiscal 2008, all of which were held in person. The Nominating & Governance Committee’s primary duties and responsibilities are to:

 

 

In evaluating candidates for Board membership, the Nominating & Governance Committee considers whether the candidate will complement the Board’s geographic, age, gender and ethnic diversity and assesses the contribution that the candidate’s skills and expertise will make with respect to guiding and overseeing Accenture’s strategy and operations. The Nominating & Governance Committee seeks candidates who, at a minimum, have the following characteristics:

 

 

The majority of the Board’s current non-management directors, including Charles H. Giancarlo, have been identified and recruited with the assistance of a professional search firm specializing in the identification and recruitment of director candidates. Others have been individuals known to Board members through business or other relationships. Potential candidates are interviewed by members of the Nominating & Governance Committee (and, in some instances, other Board members) and, as appropriate, by members of our management team. Final consideration of the nominee is then conducted by the entire Board.

Because our Corporate Governance Guidelines address the processes by which shareholders may recommend director nominees, the Nominating & Governance Committee has not adopted a specific policy regarding the consideration of shareholder nominees for directors, although its general policy 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 with the name and other pertinent information of the nominee to: Mr. Wulf von Schimmelmann, chair of the Nominating & Governance Committee, c/o Accenture, 50 W. San Fernando Street, San Jose, California 95113, USA, Attention: General Counsel and Secretary. Please note that Accenture Ltd’s bye-laws define certain time frames and nomination requirements with respect to any such recommendation. Please contact our General Counsel and Secretary at the above address for information on these requirements, or refer to Bye-law 80.1.2 (which can be found on the “Governance Principles” page of our website accessible through http://investor.accenture.com).

 

Finance Committee

 

The Finance Committee consists of three directors: Dina Dublon (who serves as chair), Charles H. Giancarlo and Marjorie Magner. Mr. Giancarlo joined the committee as of December 15, 2008 upon his appointment as a director, replacing Sir Mark Moody-Stuart. The Finance Committee held eight meetings in fiscal 2008, five of which were held in person. The Finance Committee’s primary duties and responsibilities are to:

 

 

Certain Relationships and Related Person Transactions

 

Review and Approval of Related Person Transactions

 

Information about transactions involving related persons is presented to and assessed by the independent members of the Board. Related persons include the Company’s directors and executive officers, as well as immediate family members of directors and executive officers, and certain large security holders and their family members. If the determination is made that a related person has or may have a material direct or indirect interest in any Company transaction, then the Company’s independent directors would review, approve or ratify it, if appropriate, and the transaction would be disclosed if required under SEC rules. If the related person at issue is a director of the Company, or a family member of a director, then that director would not participate in the relevant discussions and review.

 

In general, the Company is of the view that the following transactions with related persons are not significant to investors because they take place under the Company’s standard policies and procedures:

 

 

 

Information considered in evaluating transactions include the nature of the related person’s interest in the transaction, the material terms of the transaction, the importance of the transaction to both the Company and to the related person, whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company, and any other matters either management or the independent directors deem appropriate. Our Code of Business Ethics and corporate policies require all our employees, including the members of the executive leadership team, to disclose their interests (including indirect interests through family members) with parties doing business with Accenture to management and/or the Board and remove themselves from all decisions related to that organization. Our specific policy regarding the review of these transactions by the Board is not currently in writing.

 

Senior Executive Tax Costs

 

The Company has informed certain of our senior executives that if the senior executive reported for tax purposes the transactions involved in connection with our transition to a corporate structure in 2001, the Company will, in certain circumstances, provide a legal defense to that individual if his or her reporting position is challenged by the relevant tax authority. In the event such a defense is unsuccessful, and the senior executive is then subject to extraordinary financial disadvantage, the Company will review such circumstances for that individual and find an appropriate way to avoid severe financial damage to that individual.

 

Since its creation in 2001, the Audit Committee of the Board has been composed entirely of non-management directors. In addition, all of the members of the Audit Committee meet the independence and experience requirements set forth by the SEC and the NYSE.

 

The Audit Committee of the Board operates pursuant to a written charter, which may be accessed through the Corporate Governance section of Accenture’s website, accessible through the Investor Relations page at http://investor.accenture.com. The charter describes the committee’s purpose, which is to assist the Board in its general oversight of: (1) the quality and integrity of the Company’s accounting and reporting practices and controls and its financial statements and reports; (2) the Company’s compliance with legal and regulatory requirements; (3) the independent auditors’ qualifications and independence; and (4) the performance of the Company’s internal audit function and independent auditors.

 

The Audit Committee reviews and assesses the adequacy of its charter on an annual basis. The Audit Committee last reviewed its charter in February 2008 and, at that time, made changes to clarify that the Audit Committee may carry out additional functions and adopt additional policies and procedures as appropriate in light of changing business, legal or other conditions. The Audit Committee has adopted pre-approval policies and procedures regarding the retention of the Company’s independent auditor (and certain other independent audit firms) to provide audit or non-audit services and for the retention of any firm to provide audit services.

 

The members of the Audit Committee meet regularly with management (including the chief executive officer, chief operating officer, chief financial officer, principal accounting officer, chief risk officer and the general counsel and compliance officer) as well as with senior members of the Company’s internal audit, tax, finance, treasury and legal groups and KPMG LLP, the Company’s independent auditors. In addition, the committee meets regularly in separate sessions with representatives of KPMG LLP, the Company’s chief financial officer, its general counsel and senior members of the Company’s internal audit group. Based on discussions and information received during these meetings and otherwise, the Audit Committee members provide advice, counsel and direction to management and the auditors using their experience in business, financial and accounting matters. During fiscal 2008, the Audit Committee met eight times and routinely reported its activities to the full Board.

 

During fiscal 2008, the Audit Committee focused on numerous topics, which included the following:

 

 

 

As part of its oversight role and in reliance upon its reviews and discussions as outlined above, the Audit Committee reviewed and discussed with management its assessment and report on the effectiveness of the Company’s internal control over financial reporting as of August 31, 2008, which was made using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. The Audit Committee also reviewed and discussed with KPMG LLP its attestation report on internal control over financial reporting. This report is included in Accenture’s Annual Report on Form 10-K for the year ended August 31, 2008 filed with the SEC on October 20, 2008.

 

In addition, in reliance upon its reviews and discussions as outlined above, the Audit Committee recommended, and the Board of Directors approved, the inclusion of the Company’s audited financial statements in its Annual Report on Form 10-K for the fiscal year ended August 31, 2008 for filing with the SEC and presentation to the Company’s shareholders. The Audit Committee also recommended during fiscal 2009 that KPMG LLP be re-appointed as the Company’s independent auditors to serve until the Company’s annual general meeting of shareholders in 2010, and that the Board submit this appointment to the Company’s shareholders for approval at the Annual Meeting.

 

THE AUDIT COMMITTEE

 

Blythe J. McGarvie, Chair

William L. Kimsey

Robert I. Lipp

 

The Compensation Committee has reviewed the Compensation Discussion and Analysis section of this proxy statement and discussed that analysis 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 Annual Report on Form 10-K. This report is provided by the following independent directors, who comprise the Compensation Committee:

 

THE COMPENSATION COMMITTEE

 

Sir Mark Moody-Stuart, Chair

Dennis F. Hightower

Marjorie Magner

 

The Nominating & Governance Committee of the Board operates pursuant to a written charter, which may be accessed through the Corporate Governance section of Accenture’s website, accessible through the Investor Relations page at http://investor.accenture.com. The purpose of the Nominating & Governance Committee is to assist the Board in fulfilling its responsibility to the Company and to its shareholders, the investment community and other stakeholders by: (1) assessing and nominating (or recommending to the Board for its nomination) strong and capable candidates to serve on the Board; (2) making recommendations as to the size, composition, structure, operations, performance and effectiveness of the Board; (3) overseeing the Company’s chief executive officer succession planning process; (4) conducting the annual review of the chief executive officer; (5) developing and recommending to the Board a set of corporate governance principles; and (6) taking a leadership role in shaping the corporate governance of the Company.

 

The Nominating & Governance Committee met four times during fiscal 2008 and routinely reported its activities to the full Board. At these meetings, it, among other things:

 

 

The Nominating & Governance Committee will continue to focus on ensuring that the Company’s governance model promotes the efficient and thorough governance of the Company for its benefit and that of its shareholders.

 

THE NOMINATING & GOVERNANCE COMMITTEE

 

Wulf von Schimmelmann, Chair

Dennis F. Hightower

Nobuyuki Idei

 

The Finance Committee of the Board operates pursuant to a written charter, which may be accessed through the Corporate Governance section of Accenture’s website, accessible through the Investor Relations page at http://investor.accenture.com. The purpose of the Finance Committee is to assist the Board by providing guidance and oversight of the Company’s: (1) capital structure and corporate finance strategy and activities; (2) share redemptions and purchases; (3) treasury function and investment and financial risk management; (4) defined contribution and benefit plans; (5) insurance plans; and (6) major acquisitions.

 

During fiscal 2008, the Finance Committee met eight times and reported its activities to the full Board. During these meetings, it, among other things:

 

 

THE FINANCE COMMITTEE

 

Dina Dublon, Chair

Marjorie Magner

Sir Mark Moody-Stuart

 

Our shareholders have the authority to appoint our independent auditors and to authorize the Board, acting through the Audit Committee, to determine the auditors’ remuneration. Upon the Audit Committee’s recommendation, the Board has recommended the re-appointment of KPMG LLP as the independent auditors to audit our consolidated financial statements for the fiscal year ending August 31, 2009. The Board is asking our shareholders to approve the re-appointment of KPMG LLP as auditors to hold office until our annual general meeting of shareholders in 2010 and to approve the Audit Committee’s authority to determine the auditors’ remuneration.

 

We expect that one or more representatives of KPMG LLP will be present at the Annual Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any questions.

 

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RE-APPOINTMENT OF KPMG LLP AND THE AUDIT COMMITTEE’S AUTHORITY TO DETERMINE KPMG LLP’S REMUNERATION.

 

Independent Auditors’ Fees

 

In connection with the audit of our financial statements and internal control over financial reporting for fiscal 2008, the Company, through the chair of the Audit Committee, entered into an agreement with KPMG LLP that sets forth the terms by which KPMG LLP will perform audit services for the Company. That agreement provides for alternative dispute-resolution procedures to be followed in lieu of litigation in the case of any dispute between the parties. Punitive damages may not be awarded in any procedure submitted to arbitration under the agreement.

 

The following table describes fees for professional audit services rendered by KPMG LLP and its affiliates (“KPMG”), Accenture Ltd’s principal accountant, for the audit of our annual financial statements for the years ended August 31, 2008 and August 31, 2007 and internal control over financial reporting, and fees billed for other services rendered by KPMG during these periods.

 

 

 

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

 

Pursuant to its charter, the Audit Committee of the Board is responsible for reviewing and approving, in advance, any audit and any permissible non-audit engagement or relationship between Accenture and its independent auditors. The Audit Committee has delegated to its chair the authority to review and pre-approve any such engagement or relationship, which may be proposed in between its regular meetings. Any such pre-approval is subsequently considered and ratified by the Audit Committee at the next regularly scheduled meeting. KPMG LLP’s engagement to conduct the audit of Accenture Ltd for fiscal 2008 was approved by the Audit Committee on December 18, 2007. Additionally, each permissible audit and non-audit engagement or relationship between Accenture and KPMG LLP entered into since September 1, 2006 has been reviewed and approved by the Audit Committee, as provided in its charter.

 

Executive Summary

 

We are committed to providing compensation for our named executive officers that rewards long-term performance and recognizes truly superior results. We have a cash program that compensates them based on job responsibility and individual performance, and equity programs that reward long-term performance and set challenging performance goals. The philosophy of our Compensation Committee is that total target compensation for our named executive officers should approximate the 75th percentile of our peer group—when Company and individual performance are both outstanding. As discussed in the following analysis, we measure performance in several ways, including a multi-year benchmark of financial metrics compared to a group of peer companies, and a challenging set of qualitative individual objectives. For fiscal 2008, our financial and overall Company performance were both very strong, and the specific compensation for our named executive officers aligns with the findings of our Compensation Committee that they performed at the highest levels of our assessment scale.

 

Accenture’s compensation philosophy, programs, decision-making process and approach to measuring performance are described in greater detail in the analysis that follows.

 

Objectives of the Compensation Program

 

Our compensation program for our named executive officers is designed to reward them for their contribution to Company performance and support achieving the strategic business objectives of:

 

 

In addition, the program is designed to:

 

 

Compensation Year

 

We structure our executive compensation program around a compensation year that begins on December 1 and concludes on November 30 of the following year. This is not the same as our fiscal year, which ends on August 31. Accordingly, the total compensation paid to our named executive officers for fiscal 2008 (September 1, 2007 to August 31, 2008) comprises three months of the compensation year that concluded on November 30, 2007 (the “2007 compensation year”) and nine months of the compensation year that commenced on December 1, 2007 (the “2008 compensation year”). We use a compensation year that starts after our fiscal year because certain components of our compensation program (e.g., review of performance over the prior year and performance-based compensation) depend on corporate and individual results from the prior year.

Elements of Executive Compensation

 

We offer cash compensation, equity compensation and limited other compensation to our named executive officers. In this section, we discuss these compensation elements, why we pay them and how compensation amounts are determined.

 

Cash Compensation

 

In setting cash compensation for fiscal 2008, we utilized three components: base compensation, individual performance-based compensation and annual bonus plan compensation.

 

Named Executive Officers Other Than Mr. Green

 

Base Compensation

 

Base compensation is designed to provide a stable level of compensation to a named executive officer each year and is reflective of his or her level of responsibility within Accenture. Base compensation, which is generally the equivalent of base salary, is a measure of job scope as opposed to individual performance. Each of our named executive officers other than Mr. Green falls into one of the top two levels of responsibility within the Company, and his or her level is determined objectively based on an evaluation of current responsibilities. Base compensation is the same for all named executive officers at a given level of responsibility, except that it may differ for named executive officers in different countries based on relative market compensation for those responsibilities.

 

Individual Performance-Based Compensation

 

Individual performance-based compensation is designed to reward a named executive officer’s individual job performance during the prior fiscal year. It is determined based on an evaluation of objective and subjective factors related to his or her performance in comparison to peers at the given level of responsibility. Individual performance-based compensation for our named executive officers other than Mr. Green is determined by the Compensation Committee based upon Mr. Green’s recommendations. These recommendations are developed using an evaluation of each named executive officer’s contribution to Company results based generally on the objective and subjective performance metrics discussed under “—Performance Metrics Utilized in Evaluations” below.

 

Beginning with the 2008 compensation year, individual performance-based compensation in the form of an individual performance bonus is paid in a single installment following the end of the compensation year. The individual performance bonus is determined based on the named executive officer’s contribution to Company performance during the just-concluded fiscal year. Prior to the 2008 compensation year, we paid individual performance-based compensation for a named executive officer’s performance for a fiscal year monthly over the course of the following compensation year. Shortening the length of time between a performance period and payment of the related bonus compensation enhances the link between the named executive officer’s performance and his or her compensation.

 

For the 2008 compensation year, our named executive officers other than Mr. Green were eligible to receive an individual performance bonus of up to an additional 115% of base compensation (for one of these named executive officers) or up to an additional 160% of base compensation (for three of these named executive officers). We show, on the face of our Summary Compensation Table for fiscal 2008, both the last payments under the historical individual performance-based compensation system in effect until November 30, 2007, as well as the individual performance bonus for fiscal 2008 that is being paid in December 2008 under the current individual performance-based compensation system.

Annual Bonus Plan Compensation

 

Our annual bonus plan is funded based on the Company’s performance against plan in achieving pre-established corporate earnings objectives. A formula establishes a range of overall funding for the Company based on performance against earnings targets. Subject to the approval of our Compensation Committee, our chief financial officer, in consultation with Mr. Green and our chief operating officer, has limited discretion to adjust the Company-wide payout established by the formula.

 

Each of our named executive officers is assigned an annual target award level that is a percentage of his or her base compensation. The ability to earn this target award is dependent on the Company’s attainment of its earnings targets. A named executive officer may earn more or less than his or her target award based upon the Company’s performance against its earnings targets and the individual’s annual performance ratings. We have this program in addition to the individual performance bonus because we believe that it provides an additional vehicle to recognize our top performers and provide them with superior rewards for superior results.

 

The target bonus for fiscal 2008 for each of our named executive officers other than Mr. Green was 20% of the individual’s base compensation. The amount of annual bonus awarded to each of these named executive officers for fiscal 2008 performance exceeded this target. This was due to both strong Company performance that resulted in funding of the annual bonus plan in excess of the fiscal 2008 target, as well as strong individual performance. See “—Performance Metrics Utilized in Evaluations” below.

 

Mr. Green

 

Base Compensation.  Mr. Green’s annual base salary is determined each year by the Compensation Committee based upon recommendations and evaluations from our Nominating & Governance Committee and Watson Wyatt. He is not compensated based on the level of responsibility system applicable to our other named executive officers.

 

Individual Performance-Based Compensation.  Mr. Green’s annual individual performance-based compensation is determined each year by the Compensation Committee after it reviews recommendations and evaluations from our Nominating and Governance Committee and Watson Wyatt. For the 2008 compensation year, Mr. Green was eligible to receive an individual performance bonus of up to an additional 180% of base compensation.

 

Annual Bonus Plan Compensation.  Mr. Green is eligible to participate in our annual bonus plan on the same terms applicable to our other named executive officers. Mr. Green’s target bonus under the annual bonus plan for fiscal 2008 was 45% of his base compensation. The amount of annual bonus awarded to Mr. Green for fiscal 2008 performance exceeded this target due to both strong Company performance and strong individual performance. See “—Role of Benchmarking—Evaluation of Company Performance in Fiscal 2008” and “—Performance Metrics Utilized in Evaluations” below.

 

Long-Term Equity Compensation

 

We intend for long-term equity compensation to constitute a significant component of the compensation opportunity for both Mr. Green and our other named executive officers. We offer all of our equity grants in the form of restricted share units (“RSUs”). In fiscal 2008, our executive compensation program included four separate programs under which our named executive officers were eligible for grants of RSUs. Of these, the Key Executive Performance Share Program is the most significant. The Senior Officer Performance Equity Award Program, the Performance Equity Award Program and the Voluntary Equity Investment Program represent additional means by which equity may be awarded to our named executive officers. These programs are intended to reward the

performance of our named executive officers, incent them to meet performance goals and encourage them to acquire meaningful ownership stakes in Accenture. For additional information on the terms of each of these program and the named executive officers who received awards under them during fiscal 2008, see “Grants of Plan-Based Awards for Fiscal 2008” and “Narrative to Grants of Plan-Based Awards Table” below.

 

Key Executive Performance Share Program

 

The Key Executive Performance Share Program is the primary program under which our Compensation Committee grants RSUs to our named executive officers. The program rewards our named executive officers for driving our business to meet performance objectives related to two metrics, operating income results and relative shareholder return, over a three-year period following the grant. For grants made in fiscal 2008, we weighed operating income results more heavily than total shareholder return because total shareholder return is influenced more by external factors and does not reflect our performance against our objectives as precisely as operating income results. Vesting of grants under the program depends on Accenture’s cumulative performance under these metrics over a three-year period. We believe this is important because it incents our named executive officers to produce consistently strong performance over an extended period. For example, a period of poor performance against our operating income or total return targets could affect the ultimate vesting percentage for several years of RSU grants made to them.

 

Senior Officer Performance Equity Award Program

 

The Senior Officer Performance Equity Award Program provides an annual award of RSUs to selected top-performing members of our executive leadership team. The program furthers our goals of compensating our named executive officers at levels comparable with those of our peer companies and expanding the equity component of our named executive officers’ compensation. Mr. Green recommends grant amounts based in part upon on his evaluation of each named executive officer’s individual performance, as described under “—Performance Metrics Utilized in Evaluations,” and the named executive officer’s compensation relative to the market. Final grant amounts are approved by our Compensation Committee. The Compensation Committee reviews the recommendation of Watson Wyatt and then determines the grant amount for Mr. Green.

 

Performance Equity Award Program

 

The Performance Equity Award Program provides an annual award of RSUs to top-performing individuals. Grants are approved by the Compensation Committee and are based on the committee’s evaluation of annual Company performance and a subjective evaluation of each named executive officer’s individual performance, each as described under “—Performance Metrics Utilized in Evaluations.” Each of our named executive officers except Mr. Green is eligible for grants under this program based on achieving certain performance rating levels under our performance evaluation system.

 

Voluntary Equity Investment Program

 

The VEIP is a matching program that further encourages share ownership among our named executive officers. Under the VEIP, our named executive officers may designate up to 30% of their monthly cash compensation to make monthly purchases of Accenture Ltd Class A common shares. Following the end of the program year, participants are awarded a 50% matching RSU grant that vests two years later.

Other Grants

 

In addition to the above programs, for the 2009 compensation year (commencing on December 1, 2008), the Compensation Committee has awarded an additional equity grant of RSUs to Mr. Green. The grant, which is expected to be made on January 1, 2009, will have a grant date fair market value of $6,000,000. The grant will vest in full on January 1, 2012, contingent upon Mr. Green’s continued employment as our chairman or chief executive officer until that date.

 

Other Compensation

 

Consistent with our compensation philosophy, we provide only limited personal benefits to our named executive officers. These include premiums paid on life insurance policies and tax-return preparation services. In addition, our named executive officers based in the U.S. are eligible to receive matching gifts to educational institutions under the charitable gift matching program applicable to all U.S. employees. These additional personal benefits are not a significant component of the compensation of our named executive officers. Additional discussion of the personal benefits and other compensation provided to our named executive officers in fiscal 2008 is included in the Summary Compensation Table below.

 

Role of Benchmarking

 

Each year, our Compensation Committee reviews and approves a peer group for use in conducting competitive market analyses of compensation for our named executive officers and directors. We do not believe many companies compete directly with us in all lines of our business. However, with the assistance of Watson Wyatt, we have identified a peer group of relevant public companies for which data are available that are comparable to ours in at least certain areas of our business. This group of companies is different from, and broader than, the peer group companies used for the five-year comparison of cumulative total return we present in our annual report to shareholders. We believe this grouping provides a meaningful gauge of overall compensation trends among companies engaged in the different aspects of our business.

 

The main peer group used in assessing 2008 compensation is the same as was used in the prior year and is composed of the following companies:

 

 

Our Compensation Committee also reviewed, for reference, a report provided by Watson Wyatt on compensation levels of the highest-paid executives at 127 U.S.-based companies with annual revenues over $10 billion. The Compensation Committee utilizes this information to increase its understanding of current compensation practices in the broader marketplace. This information did not materially affect the determination of the compensation of any named executive officer for 2008.

 

Consistent with our compensation objectives, we structure our programs to provide each of our named executive officers a total compensation opportunity that is up to approximately the 75th percentile of our main peer group if individual and Company performance objectives are met. Our named executive officers can only achieve this level of compensation if both their individual performance and our Company performance reach very high levels. Actual compensation of our named executive officers in fiscal 2008 approximated the 75th percentile of our peer group because of strong performance by both the Company and these individual officers, as discussed below under “—Performance Metrics Utilized in Evaluations.”

 

In structuring compensation for our named executive officers, the Compensation Committee also utilized an evaluation prepared by Watson Wyatt comparing our performance relative to the peer group. To evaluate whether Accenture’s named executive officer compensation was aligned with the performance of the Company, the Compensation Committee examined realizable pay levels for these officers, as developed by Watson Wyatt. In this analysis, realizable pay was defined as the sum of (i) cash compensation received during the most recent three-year period; (ii) the ending value (rather than the grant date fair value) of all stock options and time-vested restricted shares granted during the most recent three-year period, as measured by the closing stock price at fiscal year-end; and (iii) the ending value of performance-vested equity awards that were earned in the final year of the most recent three-year period, also as measured by the closing stock price at fiscal year-end. The analysis showed that, for the 2006 to 2008 compensation years, total realizable pay for Accenture’s named executive officers was just above the 65th percentile of our peer group. The Compensation Committee concluded that this level of total realizable pay is appropriately aligned with that of our peer group. The percentile pay level for Accenture’s named executive officers slightly exceeded Accenture’s percentile growth rates for earnings per share and operating income for this three-year period, which both exceeded the 55th percentile of our peer group. However, it was lower than the Company’s percentile total shareholder return and revenue growth rate for the same period, which both exceeded the 80th percentile of our peer group.

 

Performance Metrics Utilized in Evaluations

 

As discussed under “—Elements of Executive Compensation—Cash Compensation,” individual performance-based compensation for our named executive officers other than Mr. Green is determined by evaluating their performance against annual objectives. These objectives are set by reference to annual fiscal-year performance targets set for Accenture. Mr. Green sets Accenture’s annual fiscal-year performance targets, which are also reviewed and approved by the Compensation Committee. These performance targets serve as the objectives against which the Compensation Committee measures Mr. Green’s performance for the relevant year. Relevant portions of these Company-wide performance targets are then incorporated into the performance objectives of our other named executive officers. Different combinations of objectives apply to each of our named executive officers depending on his or her functional role, and each named executive officer may also have additional objectives specific to his or her role.

 

We evaluate the annual performance of, and issue an individual performance rating for, each of our named executive officers by assessing whether they exceeded, met or partially met their performance objectives for the year. The individual performance rating and evaluation was used in

setting each named executive officer’s individual performance bonus awarded for the 2008 compensation year, as well as determining the amount awarded under our annual bonus plan to each named executive officer for performance during fiscal 2008. We do not apply any formula or use a pre-determined weighting when comparing overall performance against the various objectives. Although the target amount of our annual incentive bonus is determined formulaically, as described under “—Elements of Executive Compensation—Cash Compensation—Named Executive Officers Other Than Mr. Green—Annual Bonus Plan Compensation,” the amount of annual bonus paid to each of our named executive officers may be greater or less than their target annual bonus depending on the named executive officer’s individual performance rating for the year.

 

Our performance objectives for fiscal 2008 centered on three overarching themes:

 

 

Our goals and targets encompassed numerous more detailed objectives in each of these areas.

 

Evaluation of Company Performance in Fiscal 2008

 

Our Compensation Committee evaluates overall Company performance for a fiscal year by reviewing the results achieved for the year on the performance objectives outlined above, and then determining whether we exceeded, met or partially met the objectives as a whole for the year. Within each of these three levels of achievement, the Compensation Committee further determines whether our performance was in the low, medium or high range of performance within that level. This determination then forms the basis for the Compensation Committee’s assessment of whether Mr. Green met his performance objectives for the year, which are generally equivalent to the Company objectives, as well as whether our other named executive officers met the portions of the objectives relevant to them.

 

Overall, Company performance was strong in fiscal 2008 when measured against the performance objectives outlined above. Objectives under all three overarching themes were achieved or exceeded, with virtually all of the component performance targets also achieved or exceeded on an individual basis. Accordingly, in reviewing our performance in fiscal 2008 against our performance objectives for the year, our Compensation Committee, in consultation with Mr. Green, determined that overall corporate performance for fiscal 2008 was “high exceeds.” This means that we performed at the top of our overall assessment scale. As part of its determination, our Compensation Committee reviewed an analysis prepared by Watson Wyatt of the relative difficulty of achieving our performance objectives as

compared to those of our peer group (as described under “—Role of Benchmarking.”) Our Compensation Committee observed that, based on this analysis, our performance objectives for the year were very challenging. The Compensation Committee considered this overall corporate performance rating in setting the amounts of the annual bonuses paid to our named executive officers for fiscal 2008 performance.

 

Share Ownership Guidelines

 

Our most stringent share ownership guidelines apply to our named executive officers. These share ownership guidelines are intended to ensure that each of our named executive officers holds a meaningful ownership stake in Accenture. We intend that this ownership stake will further align the interests of our named executive officers and our shareholders. Under these guidelines, each of our named executive officers is required to own Accenture equity with a value equal to at least six times his or her base compensation. Each of our named executive officers maintains ownership of Accenture equity considerably in excess of these requirements.

 

Employment Agreements

 

Our named executive officers have each entered into standard employment agreements with us. We do not generally offer our named executive officers employment agreements that include pre-negotiated compensatory commitments, guaranteed salary or bonus, severance packages or other features that are commonly found in executive employment agreements in our industry, other than as may be required by law. Instead, these named executive officers receive compensatory rewards that are tied to their own performance and the performance of our business, rather than by virtue of longer-term employment agreements. This is consistent with our objective to reward individual performance and support the achievement of our business objectives.

 

Post-Termination Compensation

 

We have structured our employment arrangements with our named executive officers to avoid significant post-termination compensation, other than as may be required by law. Although some of our employment agreements provide that we offer four months advance notice if we terminate a named executive officer’s employment (or, at our discretion, four months pay in lieu of this notice), our agreements do not contain multi-year or significant lump-sum compensation payouts to a named executive officer upon termination of employment. Similarly, we have chosen in general not to contribute to pension or other retirement plans for our named executive officers. We also do not offer them significant deferred cash compensation or other post-employment benefits. However, Mr. Flöther participates in deferred compensation arrangements in his home country in which the Company guarantees a certain minimum rate of return at retirement. See “Potential Payments Upon Termination.” We believe this focus on performance, rather than benefits, is consistent with our “high performance” business culture.

 

The table below sets forth the compensation earned by or paid to our named executive officers during the fiscal years ending August 31, 2007 and August 31, 2008, as applicable. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards, as further described below.

 

 

 

 

		Mr. Green				Ms. Craig				Mr. Flöther				Mr. Frerichs				Mr. Rohleder
2006 Key Executive Performance Share Program		$	495,636				—			$	154,885			$	114,942			$	650,515
2007 Key Executive Performance Share Program		$	499,998			$	468,746			$	238,093			$	208,332			$	656,244
2008 Key Executive Performance Share Program		$	4,842,082			$	437,495			$	1,749,980			$	1,249,982			$	437,495
2007 Performance Equity Award			—			$	62,496				—				—			$	53,747
2008 Performance Equity Award			—			$	127,491			$	151,855			$	202,486			$	127,491
2007 Senior Officer Performance Equity Award		$	888,875			$	166,661			$	83,330			$	83,330			$	499,995
2008 Senior Officer Performance Equity Award		$	3,888,866			$	259,241			$	888,864			$	888,864			$	388,871
2007 Voluntary Equity Investment Program		$	49,295				—			$	141,486				—			$	10,219
2008 Voluntary Equity Investment Program			—				—			$	213,284				—			$	64,069
Total		$	10,664,752			$	1,522,130			$	3,621,777			$	2,747,936			$	2,888,646

 

 

 

		Individual Performance Bonus				Annual Bonus Plan				Total
Mr. Green		$	2,160,000			$	850,000			$	3,010,000
Ms. Craig		$	1,576,080			$	328,350			$	1,904,430
Mr. Flöther		$	1,605,125			$	334,401			$	1,939,526
Mr. Frerichs		$	1,164,496			$	316,439			$	1,480,935
Mr. Rohleder		$	1,608,255			$	335,053			$	1,943,308

 

 

 

The table below summarizes each grant of an equity or non-equity award made to the named executive officers during fiscal year 2008 under any plan.

 

 

 

 

Narrative to Grants of Plan-Based Awards Table

 

Annual Bonus Plan

 

Our annual bonus plan is described under “Compensation Discussion and Analysis—Elements of Executive Compensation—Cash Compensation” above.

 

Key Executive Performance Share Program

 

Our Key Executive Performance Share Program is described generally under “Compensation Discussion and Analysis—Elements of Executive Compensation—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 2008 pursuant to the Key Executive Performance Share Program, which have a three-fiscal-year performance period beginning on September 1, 2007 and ending on August 31, 2010.

 

 

 

 

 

 

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.

 

For fiscal 2008, the comparison companies and indices used for measuring total shareholder return for the Key Executive Performance Share Program, chosen based upon the recommendation of Watson Wyatt, were as follows:

 

Affiliated Computer Services, Inc.

BearingPoint, Inc.

Cap Gemini S.A.

Computer Sciences Corporation

EMC Corporation

Hewitt Associates, Inc.

Hewlett-Packard Company

International Business Machines Corporation

Oracle Corporation

Sapient Corporation

Sun Microsystems, Inc.

Unisys Corporation

S&P 500 Index

 

RSUs granted under the Key Executive Performance Share Program that have vested are delivered as an equivalent number of Accenture Ltd Class A common shares 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 in fiscal 2008. With the exception of Messrs. Green, Flöther and Frerichs, who are eligible for provisional age-based accelerated vesting, our named executive officers must be employed by Accenture at the time their RSU grants are scheduled to vest in order to receive the underlying Class A common shares. Provisional aged-based vesting provides that officers who were over the age of 50 on December 1, 2005 are entitled to all or a portion of the Class A Common shares that vest at the end of the three-year performance period even if their employment terminates under certain circumstances prior to the end of such performance period. The portion of the award that the eligible executives are entitled to is determined based on the executive’s age on the date his employment terminates, with executives whose employment terminates after they reach age 56 entitled to provisional age-based vesting in 100% of the award. The terms of the awards provide that the number of RSUs granted will be adjusted proportionally to reflect the Company’s payment of dividends or other significant corporate events.

Senior Officer Performance Equity Award Program

 

The Senior Officer Performance Equity Award program is described generally under “Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Equity Compensation—Senior Officer Performance Equity Award Program” above.

 

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 are also subject to age-based contingent vesting for senior executives who are age 50 or older on the date of grant. Awards made with age-based vesting have an accelerated vesting schedule that is graduated based on the age of the recipient on the grant date, with the most accelerated vesting applicable to named executive officers who are age 56 or older on the grant date. As a result, vesting of all or a portion of the grants under this program to Messrs. Flöther, Frerichs and Green was accelerated in fiscal 2008.

 

Performance Equity Award Program

 

The Performance Equity Award program is described generally under “Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Equity Compensation—Performance Equity Award Program” above.

 

In general, grants under the Performance Equity Award program vest in three 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 our named executive officers who are age 50 or older on the date of grant are subject to age-based vesting. Awards made with age-based vesting have an accelerated vesting schedule that is graduated based on the age of the recipient on the grant date, with the most accelerated vesting applicable to named executive officers who are age 56 or older on the grant date. As a result, vesting of all or a portion of the grants under this program to Messrs. Flöther, Frerichs and Rohleder and Ms. Craig were accelerated in fiscal 2008, as further shown on the “Option Exercises and Stock Vested” table below.

 

Voluntary Equity Investment Program

 

Under the VEIP, our named executive officers may, where permitted, elect to designate a payroll deduction of up to 30% of their monthly base and performance-based cash compensation. These amounts are deducted from after-tax income and used to make monthly purchases of Accenture Ltd Class A common shares from Accenture at fair market value on the 5th of each month for contributions made in the previous program month. Participants are awarded a 50% matching RSU grant after the last purchase of the program year in the form of one RSU for every two shares purchased and not sold or transferred prior to the awarding of the matching grant. This grant will generally vest in full two years from the date of the grant. 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 participation under this program is limited to an amount that is not more than 8% of the total amount expended for cash compensation for senior executives, which is subject to annual review and approval by the Compensation Committee. In the program year, which ran from January to December 2007, Messrs. Flöther and Rohleder participated in the VEIP, and based on their purchases through the program, each received a grant of matching RSUs under the VEIP in fiscal 2008 as indicated above.

 

 

 

 

		Award		Grant Date		Number				Vesting
Mr. Green		2006 Voluntary Equity Investment Program		January 5, 2007			3,905			In full on January 5, 2009
		2007 Senior Officer Performance Equity Award Program		January 1, 2007			36,350			In full on January 1, 2010
		2008 Senior Officer Performance Equity Award Program		January 1, 2008			45,625			In full on January 1, 2010
Ms. Craig		2007 Senior Officer Performance Equity Award Program		January 1, 2007			13,631			In full on January 1, 2010
		2008 Senior Officer Performance Equity Award Program		January 1, 2008			27,374			In two installments, 9,124 on January 1, 2010 and 18,250 on January 1, 2011
		2008 Performance Equity Award Program		January 1, 2008			3,696			In full on July 19, 2009
Mr. Flöther		2006 Voluntary Equity Investment Program		January 5, 2007			11,206			In full on January 5, 2009
		2007 Voluntary Equity Investment Program		January 5, 2008			15,123			In full on January 5, 2010
		2007 Senior Officer Performance Equity Award Program		January 1, 2007			4,544			In full on January 1, 2009
		2008 Senior Officer Performance Equity Award Program		January 1, 2008			9,125			In full on January 1, 2009
Mr. Frerichs		2007 Senior Officer Performance Equity Award Program		January 1, 2007			4,544			In full on January 1, 2009
		2008 Senior Officer Performance Equity Award Program		January 1, 2008			9,125			In full on January 1, 2009
Mr. Rohleder		2006 Voluntary Equity Investment Program		January 5, 2007			810			In full on January 5, 2009
		2007 Voluntary Equity Investment Program		January 5, 2008			4,557			In full on January 5, 2010
		2007 Senior Officer Performance Equity Award Program		January 1, 2007			40,893			In full on January 1, 2010
		2007 Performance Equity Award Program		January 1, 2007			1,534			In full on July 19, 2009
		2008 Senior Officer Performance Equity Award Program		January 1, 2008			41,062			In two installments, 13,687 on January 1, 2010 and 27,375 on January 1, 2011
		2008 Performance Equity Award Program		January 1, 2008			3,696			In full on July 19, 2009

 

 

 

		Key Executive Performance Share Program
Plan Year:		2006				2007				2008
Award Date:		December 1, 2005				January 1, 2007				January 1, 2008
Based on Plan Achievement Level:		Target				Threshold				Threshold
Mr. Green			140,980				54,524				82,115
Ms. Craig			—				17,039				23,949
Mr. Flöther			44,056				17,039				23,949
Mr. Frerichs			44,056				17,039				17,106
Mr. Rohleder			61,679				23,854				23,949

 

 

Mr. Green			139,358
Mr. Flöther			43,350
Mr. Frerichs			43,350
Mr. Rohleder			60,970

 

 

The table below sets forth the number of shares of stock that were acquired in fiscal 2008 as a result of the vesting of RSUs awarded to our named executives under our compensatory equity programs, and the number of shares acquired upon the exercise of stock options awarded to our named executive officers pursuant to our compensatory equity programs.