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PROXY

STATEMENT

SUMMARY

This Proxy Statement Summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to shareholders on or about December     , 2017. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting.

This proxy statement incorporates documents by reference. Please see “Additional Information—About Accenture” beginning on page 86 of the accompanying proxy statement for a listing of documents incorporated by reference and instructions on how to view or obtain such documents.

Proposals

Required

Approval

Board

Recommendation

Page

Reference

1.

Re-Appointment of Directors

Majority of Votes Cast

FOR each nominee

13

2.

Advisory Vote to Approve Executive Compensation

Majority of Votes Cast

FOR

60

3.

Amend the Amended and Restated Accenture plc 2010 Share Incentive Plan

Majority of Votes Cast

FOR

61

4.

Ratify the Appointment and Remuneration
of Auditors

Majority of Votes Cast

FOR

71

5.

Grant Board Authority to Issue Shares

Majority of Votes Cast

FOR

73

6.

Grant Board Authority to Opt-Out of
Pre-emption Rights

75% of Votes Cast

FOR

74

7.

Determine Price Range for the Re-Allotment of Treasury Shares

75% of Votes Cast

FOR

75

8.

Approve an Internal Merger Transaction

Majority of Votes Cast

FOR

76

9.

Amend the Company’s Articles of Association to no Longer Require Shareholder Approval of Certain Internal Transactions

75% of Votes Cast

FOR

81

◥

•    Annual election of directors

•    100% independent Board committees

•    Shareholders holding 10% or more of our outstanding share capital have the right to convene a special meeting

•    10 of our 11 director nominees are independent

•    Independent lead director, elected by the
independent directors

•    Annual board and committee evaluations and
self-assessments

•    Active shareholder engagement

•    Regular, executive sessions, where independent directors meet without management present

•    Robust director selection process resulting in a diverse and international Board in terms of gender, ethnicity, experience, skills and tenure

•    Policy on political contributions and lobbying

•    Board takes active role in Board succession planning and is committed to Board refreshment

•    Adopted a proxy access right

BROAD-BASED REVENUE GROWTH

5% CAGR¹ in US Dollars

9% CAGR in local currency

NET REVENUES

1  “CAGR” means Compound Annual Growth Rate

SUSTAINED MARGIN EXPANSION

100 Basis Point Contraction (on a GAAP basis)

50 Basis Point Expansion (on an adjusted basis)

OPERATING MARGIN

 GAAP Operating Margin %      Adjusted Operation Margin %

2   FY17 Adjusted operating margin of 14.8% was adjusted to exclude the impact of a $510 million pension settlement charge

STRONG EARNINGS GROWTH

6% CAGR (on a GAAP basis)

9% CAGR (on an adjusted basis)

EARNINGS PER SHARE

 GAAP EPS      Adjusted EPS

3   FY17 Adjusted diluted EPS of $5.91 were adjusted to exclude the impact of a pension settlement charge ($0.47 per share)

SIGNIFICANT CASH RETURNED TO

SHAREHOLDERS SINCE FISCAL 2014

9% CAGR Dividends per share

CASH RETURNED TO SHAREHOLDERS

TOTAL SHAREHOLDER RETURN⁴

4   The performance graph above shows the cumulative total shareholder return on our Class A shares for the period starting on August 31, 2014, and ending on August 31, 2017, which was the end of fiscal 2017. This is compared with the cumulative total returns over the same period of the S&P 500 Stock Index and the S&P 500 Information Technology Sector Index. The graph assumes that, on August 31, 2014, $100 was invested in our Class A shares and $100 was invested in each of the other two indices, with dividends reinvested on the ex-dividend date without payment of any commissions.

CAPITAL INVESTMENTS IN ACQUISITIONS

DEVELOPING TALENT

◥

$1.7B

Strategic investments to further enhance our differentiation and competitiveness, a significant increase over the $933 million invested in fiscal 2016

$935M

Investment in learning and professional development to build the skills of our people

RESEARCH AND INNOVATION

◥

PATENTS AND PATENT APPLICATIONS

◥

$704M

Creating, commercializing and disseminating innovative business strategies and technology solutions

6,025

Differentiating our services and driving value in the marketplace

WHAT WE DO

◥

^¢   Align our executive pay with performance

^¢   Set challenging performance objectives

^¢   Appropriately balance short- and long-term incentives

^¢   Align executive compensation with shareholder returns through performance-based equity incentive awards

^¢   Use appropriate peer groups when establishing compensation

^¢   Implement meaningful equity ownership guidelines

^¢   Include caps on individual payouts in short- and long-term incentive plans

^¢   Include a “clawback” policy for our cash and equity incentive awards

^¢   Include non-solicitation and non-competition provisions in award agreements, with a “clawback” of equity under specified circumstances

^¢   Mitigate potential dilutive effects of equity awards through our share repurchase programs

^¢   Hold an annual “say-on-pay” advisory vote

^¢   Conduct annual compensation risk review and assessment

WHAT WE DON’T DO

◥

🌑    No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements

🌑    No “golden parachutes” or change in control payments

🌑    No change in control “single trigger” equity acceleration provisions

🌑    No hedging or pledging of company shares

🌑   No supplemental executive retirement plan

🌑   No excessive perquisites

🌑   No change in control tax gross-ups

Shareholders continued to show strong support of our executive compensation programs, with approximately 96% of the votes cast for the approval of the “say-on-pay” proposal at our 2017 annual general meeting of shareholders.

◥

CHAIRMAN & CEO FISCAL 2017 COMPENSATION DECISIONS

CORPORATE GOVERNANCE

Corporate Governance Practices

Leadership Structure

Lead Director; Executive Sessions

Director Independence

Strategic Oversight

Risk Oversight

Board Meetings

Director Attendance at Annual Meetings

Committees of the Board

Oversight of Compensation

Role of Compensation Consultants

Certain Relationships and Related Person Transactions

Shareholder Engagement

Political Contributions and Lobbying

Corporate Citizenship and Sustainability

Communicating with the Board

RE-APPOINTMENT OF DIRECTORS

Proposal 1: Re-Appointment of Directors

Director Characteristics

Board Diversity and Tenure

Qualifications and Experience of Director Nominees

Process for Selecting New Directors

Director Orientation and Continuing Education

Process for Shareholders to Recommend Director Nominees

Director Biographies

DIRECTOR COMPENSATION

Elements of Director Compensation

Director Compensation for Fiscal 2017

BENEFICIAL OWNERSHIP

Section  16(a) Beneficial Ownership Reporting Compliance

Beneficial Ownership of Directors and Executive Officers

Beneficial Ownership of More than 5%

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

Summary Compensation Table

Grants of Plan-Based Awards for Fiscal 2017

Narrative Supplement to Summary Compensation Table and to Grants of Plan-Based Awards Table

Outstanding Equity Awards at August 31, 2017

Stock Vested in Fiscal 2017

Pension Benefits for Fiscal 2017

Potential Payments upon Termination

Proposal 2: Non-Binding Vote on Executive Compensation

Proposal 3: Approval of Amendment to the Amended and Restated Accenture plc 2010 Share Incentive Plan

61

Securities Authorized for Issuance under Equity Compensation Plans as of August 31, 2017

69

AUDIT

Audit Committee Report

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

71

Independent Auditor’s Fees

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

72

ANNUAL IRISH LAW PROPOSALS

Proposal 5: Board Authority to Issue Shares

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

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

INTERNAL TRANSACTION PROPOSALS

Proposal 8: Approve Internal Merger Transaction

Selected Historical Financial Information

Proposal 9: Amend the Company’s Articles of Association to no Longer Require Shareholder Approval of Certain Internal Transactions

81

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

ADDITIONAL INFORMATION

Householding of Shareholder Documents

Submission of Future Shareholder Proposals

About Accenture

Reconciliation of Non-GAAP Measures to GAAP Measures

Forward-Looking Statements

ANNEXES

Annex A — Proposed Amendments to Amended and Restated Accenture plc 2010 Share Incentive Plan

A-1

Annex B — Common Draft Terms of Merger

Annex C — Reports of Independent Registered Public Accounting Firm

CORPORATE

GOVERNANCE

Key Corporate Governance Documents

◥

•    Corporate Governance Guidelines

•    Code of Business Ethics

•    Committee Charters

•    Memorandum and Articles of Association

Annual election of all directors

All of our directors are elected annually.

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.

Adopted a proxy access right

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

Independent Board

All of our directors are independent except for our chairman and chief executive officer.

100% independent Board committees

Each of our 4 committees is made up solely of independent directors. Each standing committee operates under a written charter that has been approved by the Board.

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.

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

Commitment to Board refreshment

Our Board takes an active role in Board succession planning and is committed to Board refreshment and works towards creating a balanced Board with both fresh perspectives and deep experience. The current average tenure of our 11 director nominees is 4.6 years.

Robust director selection process

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

Active shareholder engagement

We regularly engage with our shareholders to better understand their perspectives.

Robust Code of Business Ethics

Our Code of Business Ethics, which applies to all employees as well as all members of the Board, reinforces our core values and helps drive our culture of compliance, ethical conduct and accountability. We updated our Code of Business Ethics in September 2017, evolving our content to be more approachable and intuitively organized by six fundamental behaviors: Make Your Conduct Count; Comply with Laws; Deliver for Our Clients; Protect People, Information and Our Business; Run Our Business Responsibly; and Be a Good Corporate Citizen.

Clawback policy

We maintain a clawback policy applicable to our chairman and chief executive officer, global management committee members (the Company’s primary management and leadership team, which consists of approximately 20 of our most senior leaders other than our chairman and chief executive officer) and approximately 240 of our most senior leaders, which provides for the recoupment of incentive cash bonus and equity-based compensation in the event of a financial restatement under specified circumstances.

Equity ownership requirements

Each named executive officer is required to hold Accenture equity with a value equal to at least 6 times his or her base compensation by the 5th anniversary of becoming a named executive officer. Each director is required to hold Accenture equity having a fair market value equal to 3 times the value of the annual director equity grants within 3 years of joining the Board.

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

Providing input on issues for Board consideration, helping set and approving 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.

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

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

Acting as a liaison between the independent directors and the chairman and chief executive officer.

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

THE BOARD

The Board plays a direct role in the Company’s ERM program. In that regard, the Board receives quarterly reports from the chairs of each of the Board’s committees, which include updates when appropriate, with respect to the risks overseen by the respective committees. In addition, the chief operating officer briefs the Board annually and provides a detailed review of the Company’s ERM program, including the annual risk assessment process, program scope and status of priority risks, among other things.

The committees of the Board oversee specific areas of the Company’s risk management, which are described below.

AUDIT COMMITTEE

◥

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

COMPENSATION COMMITTEE

◥

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

FINANCE COMMITTEE

◥

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

NOMINATING & GOVERNANCE COMMITTEE

◥

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

All incumbent directors attended at least 75% of the meetings of the Board and of the committees on which they served in fiscal 2017 (held during the periods when they served).

◥

Board Member

Audit

Compensation

Finance

Nominating &
Governance

Jaime Ardila⁽¹⁾

🌑

C

Charles H. Giancarlo

Herbert Hainer

🌑

🌑

William L. Kimsey⁽¹⁾⁽²⁾

🌑

🌑

Marjorie Magner⁽³⁾

C

Nancy McKinstry⁽¹⁾⁽⁴⁾

🌑

🌑

Gilles C. Pélisson

C

Paula A. Price⁽¹⁾

C

🌑

Arun Sarin

🌑

🌑

Frank K. Tang

🌑

Tracey T. Travis⁽¹⁾⁽⁵⁾

🌑

🌑

Number of Meetings in Fiscal 2017

9

6

6

5

The Audit Committee was established by the Board for the purpose of, among other things, overseeing Accenture’s accounting and financial reporting processes and audits of our financial statements and internal controls.

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

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

•    the Company’s compliance with legal and regulatory requirements;

•    the independent auditor’s qualifications and independence; and

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

The Board has determined that each member of the Audit Committee meets the financial literacy and independence requirements of the Securities & Exchange Commission (the “SEC”) and the NYSE applicable to audit committee members and that each member also qualifies as an “audit committee financial expert” for purposes of SEC rules. Further, the Board has determined that each member of the Audit Committee qualifies as an independent director and possesses the requisite competence in accounting or auditing to satisfy the requirements for audit committees required by the Companies Act 2014.

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

MEMBERS

(ALL INDEPENDENT):

Paula A. Price (Chair)

Jaime Ardila

William L. Kimsey

(Retiring at the Annual Meeting)

Nancy McKinstry

Tracey T. Travis

(Joined July 20, 2017)

The Finance Committee acts on behalf of the Board with respect to, among other things, the oversight of the Company’s capital and treasury activities.

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

•    capital structure and corporate finance strategy and activities;

•    share redemption and purchase activities;

•    treasury function, investment management and financial risk management;

•    defined benefit and contribution plan investment planning;

•    insurance plans; and

•    major acquisitions, dispositions, joint ventures or similar transactions.

MEMBERS

(ALL INDEPENDENT):

Jaime Ardila (Chair)

Charles H. Giancarlo

Herbert Hainer

Frank K. Tang

Tracey T. Travis

(Joined July 20, 2017)

The Nominating & Governance Committee is responsible for, among other things, overseeing the Company’s corporate governance practices and processes.

The Nominating & Governance Committee’s primary responsibilities include the oversight of the following:

•    assessing and selecting/nominating (or recommending to the Board for its selection/nomination) strong and capable candidates to serve on the Board;

•    making recommendations as to the size, composition, structure, operations, performance and effectiveness of the Board;

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

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

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

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

MEMBERS

(ALL INDEPENDENT):

Gilles C. Pélisson (Chair)

Charles H. Giancarlo

Nancy McKinstry

(Joined July 18, 2017)

Arun Sarin

Consistent with its duties and
responsibilities, the Nominating &
Governance 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.

CONFIDENTIAL EVALUATIONS

At least annually, each committee undertakes an evaluation of its performance and the performance of its members, in accordance with its respective committee charter. Each director also undertakes an evaluation of the Board more generally as well as the lead director.

INTERVIEWS

The lead director and chair of the Nominating & Governance Committee also conduct a candid, in-person self-assessment interview with each Board member, designed to enhance his or her participation and role as a member of the Board, as well as to assess the competencies and skills each individual director is expected to bring to the Board.

BOARD SUMMARY

Summaries of the committee, Board and lead director evaluations are provided to the Board.

FEEDBACK INCORPORATED

Policies and practices are updated as appropriate as a result of director feedback.

The Compensation Committee acts on behalf of the Board to set the compensation of our chairman and chief executive officer and members of our global management committee and provides oversight of the Company’s global compensation philosophy, policies and programs. The Committee is also responsible for, among other things, overseeing the Company’s equity compensation plans.

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

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

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

•    overseeing the Company’s equity-based plans; and

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

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

MEMBERS

(ALL INDEPENDENT):

Marjorie Magner (Chair)

Herbert Hainer

William L. Kimsey

(Retiring at the Annual Meeting)

Paula A. Price

Arun Sarin

PROPOSAL 1:

RE-APPOINTMENT

OF DIRECTORS

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

All of the director nominees are current Board members. The Nominating & Governance Committee reviewed the performance and qualifications of the directors listed below and recommended to the Board, and the Board approved, that each be recommended to shareholders for

Board Diversity

Board Tenure

        4

        are female

    2

    are African

    American

    6

    were born

    outside of

    the U.S.

Average tenure

4.6 years

Average age

60 years

  2

    are

    Asian

  1

    is

    Hispanic

DIRECTOR SINCE 2013

INDEPENDENT

62 YEARS OLD

AUDIT COMMITTEE (Member)

FINANCE COMMITTEE (Chair)

Jaime Ardila was formerly the executive vice president of automobile manufacturer General Motors Company (“GM”), president of GM’s South America region and was a member of GM’s executive committee, from 2010 until his retirement in March 2016. He previously served as president and managing director of GM’s operations in Brazil, Argentina, Uruguay and Paraguay from November 2007 to June 2010. Prior to serving in that role, he served as vice president and chief financial officer of GM’s Latin America, Africa and Middle East region from March 2003 to October 2007, as president and managing director of GM Argentina from March 2001 to February 2003, and as president of GM Colombia from March 1999 to March 2001. Mr. Ardila joined GM in 1984 and held a variety of financial and senior positions with the company, primarily in Latin America, as well as in Europe and the United States. From 1996 to 1998, Mr. Ardila served as the managing director, Colombian Operations, of N M Rothschild & Sons Ltd and then rejoined GM in 1998 as president of GM Ecuador.

Mr. Ardila is a director of Ecopetrol S. A. and Goldman Sachs BDC, Inc.

SPECIFIC EXPERTISE: Mr. Ardila brings to the Board significant managerial, operational and global experience as a result of the various senior positions he has held with GM, including as executive vice president of GM and president of GM South America. The Board also benefits from his broad experience in manufacturing and knowledge of the Latin American market.

DIRECTOR SINCE 2008

INDEPENDENT

60 YEARS OLD

FINANCE COMMITTEE (Member)

NOMINATING & GOVERNANCE
COMMITTEE (Member)

Charles H. Giancarlo has been chief executive officer and a member of the board of directors of Pure Storage, Inc., a data storage solutions company, since August 2017. He previously served as managing director of the private investment firm Silver Lake from 2007 to 2013 and served as a senior advisor to the firm until 2015. Prior to that, Mr. Giancarlo held a variety of roles at Cisco Systems, Inc. (“Cisco”), where he worked for almost 15 years. His last position at Cisco was as executive vice president, chief technology officer and chief development officer. In that position, he was responsible for all Cisco business units and divisions and more than 30,000 employees.

Mr. Giancarlo is a director of Arista Networks, Inc. Mr. Giancarlo previously served as a director of Imperva, Inc. from 2013 to 2017, ServiceNow, Inc. from 2013 to 2017 and Tintri, Inc. from 2016 to 2017.

SPECIFIC EXPERTISE: Mr. Giancarlo brings to the Board significant managerial, operational and financial experience as a result of the numerous senior positions he has held at multi-national corporations. In addition, as a result of his professional experiences, including his service as a director on the boards of two other public technology companies, Mr. Giancarlo brings to the Board deep technology expertise, as well as an important perspective on technology-enabled and related growth industries that are important to Accenture and its business, such as digital-, cloud- and security-related services.

DIRECTOR SINCE 2016

INDEPENDENT

63 YEARS OLD

COMPENSATION COMMITTEE (Member)

FINANCE COMMITTEE (Member)

Herbert Hainer was the chief executive officer of the sporting goods company adidas AG (“adidas”) from March 2001 until his retirement in September 2016. Mr. Hainer was also a member of the adidas executive board from March 1997 until his retirement. Mr. Hainer previously served as senior vice president of sales and logistics of adidas in Europe, Africa and the Middle East from 1996 until March 1997. Prior to serving in that role, he served as managing director sales and logistics of adidas Germany from 1993 until 1995 and prior to that as national sales director of adidas Germany from 1991 until 1993. Mr. Hainer joined adidas in 1987 and held a variety of senior positions with the company. From 1979 to 1987, Mr. Hainer served as division manager sales and marketing Germany of Procter & Gamble GmbH.

Mr. Hainer is a director of Deutsche Lufthansa AG and Allianz SE.

SPECIFIC EXPERTISE: Mr. Hainer brings to the Board significant managerial, operational and global experience as a result of the various senior positions he held during his tenure with adidas, including as its chief executive officer. The Board also benefits from his experience in sales, knowledge of the European market and significant experience in international business.

DIRECTOR SINCE 2006

INDEPENDENT

LEAD DIRECTOR

68 YEARS OLD

COMPENSATION COMMITTEE (Chair)

Marjorie Magner has been our lead director since January 2014. Ms. Magner is currently a partner with Brysam Global Partners, LLC, a private equity firm she co-founded in 2007 that invests in financial services. She was the chairman and chief executive officer, Global Consumer Group, of Citigroup Inc. from 2003 to October 2005. Ms. Magner previously held various other positions within Citigroup Inc., including chief operating officer, Global Consumer Group, from April 2002 to August 2003, and chief administrative officer and senior executive vice president from January 2000 to April 2002.

Ms. Magner is the nonexecutive chairman of the board of TEGNA Inc. (formerly known as Gannett Co., Inc.) and a director of Ally Financial Inc.

SPECIFIC EXPERTISE: Ms. Magner brings to the Board significant business experience and operations expertise gained from the various senior management roles that she has held with Citigroup Inc. and as a partner with a private equity firm that she co-founded as well as through her service as a director of other public company boards. Ms. Magner also has leadership experience and perspective from her work in various philanthropic endeavors as an advocate on issues affecting consumers, women and youth globally.

DIRECTOR SINCE 2016

INDEPENDENT

58 YEARS OLD

AUDIT COMMITTEE (Member)

NOMINATING & GOVERNANCE
COMMITTEE (Member)

Nancy McKinstry has been chief executive officer and chairman of the executive board of Wolters Kluwer, a global professional information services and solutions company, since September 2003 and a member of its executive board since 2001. Before assuming her current position, Ms. McKinstry gained more than a decade of experience with Wolters Kluwer and its North American subsidiaries, serving as chief executive officer of CCH Legal Information Services for three years and as chief executive officer of operations in North America. Earlier in her career, she was a principal with Booz & Company (formerly Booz Allen Hamilton Inc.), focusing on media and technology.

Ms. McKinstry is a director of Abbott Laboratories. McKinstry previously served as a director of LM Ericsson Telephone Company from 2004 to 2013.

SPECIFIC EXPERTISE: Ms. McKinstry brings to the Board strong experience in the professional services sector from her long career at Wolters Kluwer, where she has led the company’s digital transformation, as well as broad international perspective as both the CEO of a global company and a director of large, multinational companies. The Board also benefits from her experience in the European market and her background in the digital, media and technology industries.

DIRECTOR SINCE 2010

CHAIRMAN & CEO

58 YEARS OLD

Pierre Nanterme became chairman of the Board of Directors in February 2013. He has served as our chief executive officer since January 2011 and as a Board member since October 2010. Mr. Nanterme joined Accenture’s global management committee in 2006, and was group chief executive of our Financial Services operating group from September 2007 to December 2010. Prior to assuming this role, Mr. Nanterme was our chief leadership officer from May 2006 through August 2007, with primary responsibility for Accenture’s leadership development program as well as our global corporate citizenship initiatives. Earlier in his career with the Company, he held various leadership roles, primarily in Financial Services, and also was our country managing director for France from November 2005 through August 2007. In addition to serving on the Company’s board of directors, Mr. Nanterme serves on the board of its subsidiary Accenture Holdings plc.

SPECIFIC EXPERTISE: Mr. Nanterme brings to the Board a deep knowledge of Accenture’s business, growth strategy and human capital strategy—as well as extensive experience serving our clients—from his 34 years with the Company, including his executive roles as chairman, chief executive officer, group chief executive—Financial Services, and chief leadership officer. Given his role representing Accenture at leading external forums such as the B20 Summit and the World Economic Forum, Mr. Nanterme also brings to the Board a broad understanding of the global economy as well as the technology marketplace and competitive landscape.

DIRECTOR SINCE 2012

INDEPENDENT

60 YEARS OLD

NOMINATING & GOVERNANCE
COMMITTEE (Chair)

Gilles C. Pélisson has been the chairman and chief executive officer of TF1 Group, a leading French broadcasting company, since February 2016. He previously served as chief executive officer of global hotel group Accor from 2006 until December 2010 and also as its chairman from 2009 until January 2011. Mr. Pélisson served as chief executive officer of mobile operator Bouygues Telecom from 2001 to 2005 and also as its chairman from 2004 to 2005. From 2000 to 2001, he was with the SUEZ group, and in 2000 he became chairman of Noos, a cable network operator. Mr. Pélisson served as the chief executive officer of Disneyland Paris Resort from 1995 to 2000 and also as its chairman starting in 1997.

SPECIFIC EXPERTISE: Mr. Pélisson brings to the Board significant managerial, operational and global experience from his tenure as chairman and chief executive officer of TF1 Group, as chairman and chief executive officer of Accor, as chairman and chief executive officer of Bouygues Telecom, as chairman and chief executive officer of Disneyland Paris and from other senior executive positions he has held at several other companies as well as his previous service as a director of other public company boards. The Board also benefits from his broad experience in the European and Asian markets, as well as his experience in governance.

DIRECTOR SINCE 2014

INDEPENDENT

56 YEARS OLD

AUDIT COMMITTEE (Chair)

COMPENSATION COMMITTEE (Member)

Paula A. Price joined the faculty of the Harvard Business School in July 2014. Until January 2014, she was executive vice president and chief financial officer of Ahold USA, a U.S. grocery retailer, which she joined in 2009. Prior to joining Ahold USA, Ms. Price was senior vice president, controller and chief accounting officer at CVS Caremark, where she worked from 2006 to 2008. From 2002 until 2005, Ms. Price held various positions at JPMorgan Chase & Co. Earlier in her career, she also held senior management positions at Prudential Insurance Co. of America, Diageo and Kraft Foods. A certified public accountant, she began her career at Arthur Andersen & Co.

Ms. Price is a director of Dollar General Corporation and Western Digital Corporation.

SPECIFIC EXPERTISE: Ms. Price brings to the Board broad experience across finance, general management and strategy gained from her service in senior executive and management positions at major corporations across several industries, including, in particular, the retail, financial services and consumer packaged goods industries. She brings to the Board an important perspective as a member of the faculty of the Harvard Business School and from her service as a director of other public company boards. The Board also benefits from her extensive background in finance and accounting matters.

DIRECTOR SINCE 2015

INDEPENDENT

63 YEARS OLD

COMPENSATION COMMITTEE (Member)

NOMINATING & GOVERNANCE
COMMITTEE (Member)

Arun Sarin was Chief Executive Officer of Vodafone Group Plc from 2003 until his retirement in 2008, and also served as a director of Vodafone from 1999 to 2008. Mr. Sarin began his career at Pacific Telesis Group in 1984. He progressed through various management positions there and at AirTouch Communications Inc., which Pacific Telesis spun off in 1994, and was named president and chief operating officer of AirTouch in 1997. After AirTouch merged with Vodafone in 1999, he was appointed CEO of Vodafone’s U.S./Asia-Pacific region. He left Vodafone in 2000 to become CEO of InfoSpace, Inc., and from 2001 until 2003, he served as CEO of Accel-KKR Telecom. Mr. Sarin rejoined Vodafone in 2003 as its Group Chief Executive Officer. After his retirement in 2008, he served as a senior advisor to Kohlberg Kravis Roberts & Co. for 5 years.

Mr. Sarin is a director of Blackhawk Network Holdings, Inc., Cisco Systems, Inc. and The Charles Schwab Corporation. He previously served as a director of Safeway, Inc. from 2009 until 2015.

SPECIFIC EXPERTISE: Mr. Sarin brings to the Board significant global, managerial and financial experience as a result of his tenure as Group Chief Executive at Vodafone and prior senior executive experience. The Board benefits from his technology background and experience in the telecommunications industry. Mr. Sarin also brings an important perspective from his service as a director of other global, public company boards.

DIRECTOR SINCE 2014

INDEPENDENT

49 YEARS OLD

FINANCE COMMITTEE (Member)

Frank K. Tang is chief executive officer and managing partner of FountainVest Partners, a leading private equity firm dedicated to investments in China. Before co-founding FountainVest in 2007, Mr. Tang was senior managing director and head of China investments at Temasek Holdings. Prior to joining Temasek in 2005, Mr. Tang was a managing director at Goldman Sachs, where he worked for nearly 11 years, including as the head of the telecommunications, media and technology investment banking group in Asia, excluding Japan.

Mr. Tang is also a director of Weibo Corporation.

SPECIFIC EXPERTISE: Mr. Tang brings to the Board significant business and leadership experience both in investment banking, from his tenure at Goldman Sachs, and in private equity, as a co-founder of FountainVest Partners and as a senior managing director and head of China Investments at Temasek Holdings. The Board also benefits from his deep knowledge and expertise in the Asian markets, particularly with respect to China.

DIRECTOR SINCE 2017

INDEPENDENT

55 YEARS OLD

AUDIT COMMITTEE (Member)

FINANCE COMMITTEE (Member)

Ms. Travis has been chief financial officer of The Estée Lauder Companies Inc., a global manufacturer and marketer of skin care, makeup, fragrance and hair care products, since 2012. Before assuming her current position, Ms. Travis served as the senior vice president of finance and chief financial officer of Ralph Lauren Corporation from January 2005 through July 2012. From 2001 to 2004, Ms. Travis was with Limited Brands where she served as Senior Vice President of Finance from 2002 to 2004 and Chief Financial Officer of Intimate Brands Inc. from 2001 to 2002. From 1999 to 2001 Ms. Travis was chief financial officer of the Americas Group of American National Can, where she led both the finance and information technology groups. From 1989 to 1999, Ms. Travis held various management positions at PepsiCo/Pepsi Bottling Group. Ms. Travis began her career at General Motors Co. as an engineer and senior financial analyst.

Ms. Travis previously served as a director of Campbell Soup Company from 2011 until 2017.

SPECIFIC EXPERTISE: Ms. Travis brings to our board significant experience in both finance and operations management in various industries through her experience as the CFO of The Estée Lauder Companies Inc. and prior positions at Ralph Lauren, Limited Brands, PepsiCo and General Motors. Ms. Travis also brings an important perspective from her service as a director of other public company boards.

ANNUAL DIRECTOR COMPENSATION⁽¹⁾

Additional Compensation

•    $25,000 retainer for Audit Committee Chair

•    $11,250 retainer for Audit Committee Members

•    $15,000 retainer for each Compensation, Finance and Nominating & Governance Committee Chair

•    $7,500 retainer for each Compensation, Finance, and Nominating & Governance Committee member

•    $42,500 retainer for Lead Independent Director

(1) Each of our independent directors may elect to receive the annual retainer and other retainers in the form of cash, entirely in the form of restricted share units (“RSUs”) or one-half in cash and one-half in RSUs. Grants of RSUs to our directors are fully vested on the date of grant, and future delivery of the underlying shares is not dependent on a director’s continued service. Directors are entitled to a proportional number of additional RSUs on outstanding awards if we pay a dividend. The underlying shares for RSU awards granted in fiscal 2017 will be delivered 1 year after the grant date; directors may not further delay delivery of the shares.

Name

Fees Earned or
Paid in Cash($)⁽¹⁾

Stock

Awards($)⁽²⁾⁽³⁾

All Other

Compensation($)⁽⁴⁾

Total($)

Jaime Ardila

Dina Dublon⁽⁵⁾

Charles H. Giancarlo

Herbert Hainer

William L. Kimsey⁽⁷⁾

Marjorie Magner

Blythe J. McGarvie⁽⁵⁾

Nancy McKinstry

Gilles C. Pélisson

Paula A. Price

Arun Sarin

Wulf von Schimmelmann⁽⁵⁾

Frank K. Tang

Tracey T. Travis