December 28, 2007

 

 

Dear Fellow Shareholder:

 

You are cordially invited to attend the 2008 Annual General Meeting of Shareholders (the “Annual Meeting”), which will be held at 12:00 p.m., local time, on February 7, 2008, 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:

 

 

In addition, the audited consolidated financial statements of Accenture and its subsidiaries for the fiscal year ended August 31, 2007 will be received at the Annual Meeting.

 

Our Board has nominated the director nominees and has made the other proposals to be presented at the Annual Meeting. The amendment to our bye-laws would enable Accenture to take advantage of technological advances, as well as recent changes in the U.S. securities laws, to deliver future copies of our proxy materials to shareholders electronically by posting these materials on an Internet website and sending shareholders a “notice of Internet availability” of the materials. Currently, under Bermuda law, our bye-laws do not permit us to deliver our proxy materials using this approach. Delivering our future proxy materials in this manner would be consistent with recently amended U.S. securities laws and would help us conserve natural resources and reduce our publication and distribution costs.

 

The Board recommends that you vote for the re-appointment of each director nominee, for the proposed amendment to the bye-laws 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 2008 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

To our Shareholders:

 

You are hereby notified that the 2008 Annual General Meeting of Shareholders of Accenture Ltd will be held at 12:00 p.m., local time, on February 7, 2008, 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, 2007, and to vote upon the following proposals:

 

1. to re-appoint Blythe J. McGarvie and Sir Mark Moody-Stuart as Class I directors, each for a term expiring at our annual general meeting of shareholders in 2011;

 

2. to amend the bye-laws of Accenture Ltd, which would enable Accenture to deliver future copies of our proxy materials to shareholders electronically by posting these materials on an Internet website and notifying our shareholders of the posting;

 

3. to re-appoint KPMG LLP as independent auditors of Accenture Ltd for a term expiring at our annual general meeting of shareholders in 2009 and to authorize the Audit Committee of the Board of Directors to determine their remuneration; and

 

4. 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 10, 2007 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 7, 2008: This proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended August 31, 2007 and our 2007 Annual Report, 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 28, 2007

 

 

 

TABLE OF CONTENTS

 

 

PROXY STATEMENT

 

 

 

GENERAL INFORMATION

 

The Board of Directors (the “Board”) of Accenture Ltd is soliciting your proxy for use at the 2008 Annual General Meeting of Shareholders (the “Annual Meeting”) to be held on February 7, 2008. These proxy materials are first being sent to shareholders beginning on or about December 28, 2007.

 

Accenture is one of the world’s leading management consulting, technology services and outsourcing organizations. As of August 31, 2007, we had approximately 170,000 employees based in 49 countries and revenues before reimbursements of more than $19.70 billion for fiscal 2007. 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 +1 703-797-1711, 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 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.

 

ABOUT THE ANNUAL MEETING

 

Date, Time and Place of the Annual Meeting

 

We will hold the Annual Meeting at 12:00 p.m., local time, on February 7, 2008, 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 10, 2007 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 640,250,921 Class A common shares outstanding (which includes 41,989,724 shares held by subsidiaries of Accenture) and 155,848,289 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 6, 2008 (February 4, 2008 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 7, 2008 (February 4, 2008 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 6, 2008 (February 4, 2008 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 7, 2008 (February 4, 2008 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 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.

 

2007 Audited Financial Statements

 

At the Annual Meeting, we will present the audited consolidated financial statements for our fiscal year ended August 31, 2007. 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.

 

PROPOSAL NO. 1—RE-APPOINTMENT OF DIRECTORS

 

The Board currently has 10 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.

 

The terms of our two Class I directors will expire in 2008. The Board may appoint additional directors, in accordance with Accenture’s bye-laws, upon the recommendation of the Nominating & Governance Committee and subject to 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 Directors

 

Both Class I directorships expire at the Annual Meeting. The Nominating & Governance Committee reviewed the performance and qualifications of the current Class I directors and recommended to the Board that each be re-appointed to serve for an additional three-year term. The Board is nominating these two individuals for re-appointment as Class I directors, each for a three-year term expiring at the 2011 annual general meeting of shareholders. Both of the director nominees are current Board members:

 

Blythe J. McGarvie

 

Sir Mark Moody-Stuart

 

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RE-APPOINTMENT OF EACH OF THE BOARD’S TWO 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 both 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. Both of the nominees have indicated that they will be willing and able to serve as directors.

 

BOARD AND CORPORATE GOVERNANCE MATTERS

 

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 2007, the Board held six meetings, four of which were held in person. Each of our directors attended at least 75% of the aggregate of Board meetings and meetings of any Board committee on which he or she served during fiscal 2007. All but one of our then current Board members attended our annual general meeting of shareholders in 2007.

 

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 2007, 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. Each 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 nine of our 10 current directors are independent: Sir Mark Moody-Stuart (lead director), Dina Dublon, 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. Kimsey, 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; 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. Mr. Kimsey simultaneously serves on the audit committees of more than three public companies; however, the Audit Committee, the Nominating & Governance Committee and the full Board have all determined that his simultaneous service does not impair Mr. Kimsey’s ability to effectively serve on the Audit Committee.

 

The Audit Committee held ten meetings in fiscal 2007, four 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’s primary duties and responsibilities are to:

 

 

Process of Determining Executive Compensation

 

The Compensation Committee held nine meetings in fiscal 2007, four of which were held in person. The roles of the various constituencies that provide input to the Compensation Committee in determining the compensation of our named executive officers are summarized under “Compensation of Executive Officers and Directors—Compensation Discussion and Analysis—Determining Named Executive Officer Compensation–Sources of Input.”

 

Our executive officer compensation for fiscal 2007 was set through an annual process that began in July of 2006. At that time, our Compensation Committee reviewed and approved the recommendations of Watson Wyatt Worldwide, the compensation consultant utilized by the Compensation Committee, regarding the composition of our peer group for Watson Wyatt’s competitive market analysis of executive compensation, as described under “Compensation of Executive Officers and Directors—Compensation Discussion and Analysis—Role of Benchmarking.” Beginning in September 2006, Mr. Green and relevant members of our executive leadership team (including the chief leadership officer and chief human resources officer) conducted an evaluation of the performance of our executive officers in fiscal 2006 against the objectives that were set for these officers at the beginning of fiscal 2006. In October, our Compensation Committee reviewed Accenture’s overall performance against the targets that were set for fiscal 2006, as described under “Compensation of Executive Officers and Directors—Compensation Discussion and Analysis—Performance Metrics Utilized in Evaluations.” It also reviewed a market analysis of executive compensation prepared by Watson Wyatt, as requested by the committee.

 

In November 2006, the Compensation Committee reviewed and approved final recommendations for the compensation of our executive officers, other than Mr. Green, taking into consideration, among other things, the results of the performance evaluations for fiscal 2006 and the market analysis of executive compensation. The Compensation Committee also reviewed and approved the recommendations of the Nominating & Governance Committee and our chief leadership officer regarding Mr. Green’s performance. It then set the compensation for Mr. Green based on those recommendations, the market data provided by Watson Wyatt and Watson Wyatt’s recommendation

regarding Mr. Green’s total compensation package, as discussed under “Compensation of Executive Officers and Directors—Compensation Discussion and Analysis—Elements of Executive Compensation.” The fiscal 2007 compensation approved for our named executive officers went into effect on December 1, 2006, the first day of our 2007 compensation year (as defined below). Following the completion of fiscal 2007 and in connection with the elimination of the performance component of our cash compensation program, the Compensation Committee approved transition bonuses for our named executive officers in recognition of their job performance in fiscal 2007, as described more fully under “Compensation of Executive Officers and Directors—Compensation Discussion and Analysis—Elements of Executive Compensation—Cash Compensation—Types of Cash Compensation—Individual Performance-Based Compensation.”

 

Nominating & Governance Committee

 

The Nominating & Governance Committee consists of three independent directors: Wulf von Schimmelmann (who serves as chair), Dennis F. Hightower and Nobuyuki Idei. The Nominating & Governance Committee held five meetings in fiscal 2007, four 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 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), Marjorie Magner and Sir Mark Moody-Stuart. The Finance Committee held six meetings in fiscal 2007, four 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.

 

Transactions with Directors and Executive Officers

 

Todd W. Singleton, the spouse of Lisa M. Mascolo, one of the Company’s executive officers, is employed by the Company as a senior executive in the Outsourcing growth platform. Mr. Singleton has been an employee of the Company for 19 years and a senior executive for 9 years. For fiscal 2007, he received cash compensation of approximately $497,000. This transaction did not require the review of the Board.

 

Senior Executive Tax Costs

 

The Company has informed certain of our senior executives that if a senior executive reports 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.

 

REPORTS OF THE COMMITTEES OF THE BOARD

 

Audit Committee Report

 

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 operates pursuant to a written charter approved by the Board, 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 2007 and, at that time, made changes to incorporate as a responsibility of the Audit Committee discussion with the Company’s independent auditor of the matters concerning interim financial information required to be discussed by Statement on Auditing Standards No. 100. 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 2007, the Audit Committee met ten times and routinely reported its activities to the full Board.

 

During fiscal 2007, 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, 2007, 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, 2007 filed with the SEC on October 23, 2007.

 

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, 2007 for filing with the SEC and presentation to the Company’s shareholders. The Audit Committee also recommended during fiscal 2008 that KPMG LLP be re-appointed as the Company’s independent auditors to serve until the Company’s annual general meeting of shareholders in 2009, 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

 

Compensation Committee Report

 

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

 

Nominating & Governance Committee Report

 

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, potential 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 five times during fiscal 2007 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

 

Finance Committee Report

 

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 2007, the Finance Committee met six 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

 

PROPOSAL NO. 2—APPROVAL OF PROPOSED BYE-LAW AMENDMENT

 

The Board has approved a proposed amendment to our bye-laws which would enable Accenture to deliver future copies of our proxy materials to shareholders electronically by posting these materials on an Internet website and sending our shareholders a “notice of Internet availability” of the materials. The text of the proposed bye-law amendment is attached as Annex A to this proxy statement.

 

Background; Reasons for and General Effect of the Proposed Amendment

 

Currently, the bye-laws of Accenture Ltd permit us to deliver notices or other documents to our shareholders through a variety of means, including personally, by mail, by other delivery to the registered address of a shareholder or by “electronic means.” Until recently, “electronic means” under Bermuda law did not permit delivery by publication of the documents on an Internet website. In December 2006, the Companies Act 1981 of Bermuda (“Bermuda Law”) was amended to permit companies to deliver documents to shareholders by publication of the documents on an Internet website and notification of that publication but only if, among other things, the shareholder has provided prior consent to the delivery of the documents in this manner.

 

In addition, the SEC recently amended its rules to provide shareholders with a choice as to how they wish to receive their proxy materials each year. Under the SEC’s new rules, shareholders can choose to receive our proxy materials electronically by Accenture’s posting of the materials on a publicly-accessible Internet website and providing notice to shareholders of their availability, or they may elect to receive these materials in paper form. These new rules will become effective for us on January 1, 2008. Because we desire to provide our shareholders with this choice now, Accenture has decided to voluntarily comply with these new requirements early and has posted our proxy materials on the website identified on page 1 above as an additional convenience to our shareholders.

 

In order for Accenture to be able to fully implement the SEC’s new shareholder choice delivery of proxy materials via an Internet website, and to comply with Bermuda Law, we are submitting for shareholder approval a proposed bye-law amendment which will provide that we may deliver proxy materials to our shareholders by publication on an Internet website and sending a notice of Internet availability. The new bye-law will also constitute the required prior consent from each shareholder. We have been advised by Bermuda counsel that this proposed amendment is compliant with Bermuda Law. It will also permit Accenture to fully effectuate the SEC’s new shareholder choice proxy delivery rules. Consistent with SEC rules, our shareholders will be able to receive delivery of our future proxy materials via an Internet website with our delivery to them of a paper “notice of Internet availability” of the posting.

 

The proposed amendment will not in any way affect the rights of our shareholders under SEC rules to receive proxy materials in paper form upon their request. As required by the SEC, if Accenture delivers its proxy materials via an Internet website in the future, shareholders will be able to request paper copies of these materials, for the particular meeting at issue or for all future meetings, by following the instructions provided in the notice of Internet availability.

 

If the proposed bye-law amendment is not approved by shareholders, the existing provisions in the bye-laws concerning delivery of required documents to our shareholders will remain in full force and effect.

 

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE BYE-LAW AMENDMENT.

 

PROPOSAL NO. 3—RE-APPOINTMENT OF INDEPENDENT AUDITORS

 

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, 2008. 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 2009 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

 

Independent Auditors’ Fees

 

In connection with the audit of our financial statements and internal control over financial reporting for fiscal 2007, 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, 2007 and August 31, 2006 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 2007 was approved by the Audit Committee on February 7, 2007. Additionally, each permissible audit and non-audit engagement or relationship between Accenture and KPMG LLP entered into since September 1, 2005 has been reviewed and approved by the Audit Committee, as provided in its charter.

 

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

 

Compensation Discussion and Analysis

 

Philosophy and Structure of the Executive Compensation Program

 

Our compensation program for our top 2,300 senior executives, including our named executive officers, is designed to reward them for their contribution to company performance. Our compensation program is designed to support achieving the strategic business objectives of:

 

 

 

In addition, our compensation program is also designed to:

 

 

 

 

 

Our compensation program includes payment of cash compensation to our senior executives consisting of base and performance components. Under this system, senior executives are paid cash compensation based on their scope of responsibility and performance compensation based on their contribution to company performance set annually. Both components have been paid out over twelve months. As described below, however, while base compensation will continue to be determined by individual level of responsibility and paid monthly, for the 2008 compensation year (as defined below), we have modified the performance component of our cash compensation program so that it will be paid in single installments after the end of the fiscal year along with our existing annual bonus plan compensation. This change furthers our objective to move to a simpler and more market-relevant compensation program.

 

Compensation Year

 

We structure our executive compensation program around a compensation year that begins on December 1 and concludes on November 30 the following year. This is not the same as our fiscal year, which ends on August 31. Accordingly, the total compensation paid to our senior executives for fiscal 2007 (12 months ended August 31, 2007), including our named executive officers as reported in this proxy statement, comprises portions from the compensation year that concluded on November 30, 2006 (the “2006 compensation year”) and portions from the compensation year that commenced on December 1, 2006 (the “2007 compensation year”). We refer to the compensation year that commenced on December 1, 2007 and will conclude on November 30, 2008 as the “2008 compensation year.”

 

We have a compensation year that is different from our fiscal year because, as described below, certain components of our compensation program (e.g., review of each senior executive’s performance over the prior year and performance-based compensation) depend on corporate and individual performance results from the prior fiscal year. Having a compensation year that begins three months after the beginning of our fiscal year allows us time to evaluate and consider prior fiscal year performance and corporate results in setting compensation for the upcoming compensation year.

 

Determining Named Executive Officer Compensation — Sources of Input

 

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

 

 

 

 

 

 

Elements of Executive Compensation

 

In this section, we discuss our compensation elements for our named executive officers, why we pay them and how the compensation amounts are determined. For a discussion of fiscal 2007 performance metrics considered by the Compensation Committee, and the committee’s evaluation of performance during fiscal 2007, see “— Performance Metrics Utilized in Evaluations.”

 

Cash Compensation

 

For fiscal 2007, cash compensation for our named executive officers other than Mr. Green was based primarily on level of responsibility. Historically, on an annual basis and typically during the last three months of our compensation year (i.e., after completion of our prior fiscal year), Mr. Green has recommended levels of responsibility and performance ratings for our named executive officers. These are based on an evaluation of each executive’s responsibilities, performance and contribution to company results. Mr. Green’s recommendations are then reviewed and approved by our Compensation

Committee. Each senior executive receives base compensation, which is determined by the level of responsibility within Accenture assigned to that executive (of which there are 12 for senior executives, excluding the chief executive officer), as well as performance compensation, which is determined by the committee’s evaluation of objective and subjective factors relative to his or her peers at the given level of responsibility.

 

Beginning with the 2008 compensation year, the Compensation Committee has approved eliminating the performance component of monthly compensation, and instead each of our named executive officers will be eligible to receive, on an annual basis, an individual performance bonus to be determined based on the executive’s contribution to company performance during the prior fiscal year. Further, as discussed below, for the 2008 compensation year, our named executive officers received an increase in the portion of base compensation related to their level of responsibility to partially compensate these executives for a decrease in their monthly compensation that resulted from the elimination of the monthly performance compensation. In addition, they have received a transition bonus in recognition of their job performance in fiscal 2007 and to compensate them for the loss of the remaining portion of their monthly performance compensation. In the 2008 compensation year, an executive’s contribution to company results will be rewarded by an individual performance bonus paid in a single installment in December.

 

Types of Cash Compensation

 

We utilized three components of cash compensation during fiscal 2007: base compensation, individual performance-based compensation and annual bonus plan compensation.

 

Base Compensation

 

Named Executive Officers Other Than Mr. Green.  Base compensation is designed to provide a stable level of compensation to the executive each year and is reflective of the executive’s level of responsibility within Accenture. Base compensation is the same for all named executive officers at a given level of responsibility, except that it may differ for executives in different countries based on relative market compensation for those responsibilities. Base compensation is a measure of job scope, as opposed to individual performance.

 

Mr. Green.  In connection with the move toward a more market-relevant compensation system, in fiscal 2005 our Compensation Committee decided that Mr. Green would no longer be compensated based on the level of responsibility system. Instead, Mr. Green’s annual base salary is determined each year by the Compensation Committee based upon recommendations and evaluations from our Nominating and Governance Committee and the compensation consultant engaged by the Compensation Committee.

 

Individual Performance-Based Compensation

 

Named Executive Officers Other Than Mr. Green.  Performance compensation was designed to reward an executive’s personal job performance during the prior fiscal year, as determined by the Compensation Committee based upon Mr. Green’s recommendations. These recommendations were developed using an evaluation of each executive’s contribution to company results based generally on the objective and subjective performance metrics discussed under “— Performance Metrics Utilized in Evaluations.” Thus, performance compensation awarded to the applicable named executive officers during fiscal 2007 was based primarily on the executive’s individual performance for fiscal 2006. This compensation was then earned over the course of the 2007 compensation year, contingent on the executive’s continued employment with Accenture, and paid to the executive monthly during the compensation year. (As with base compensation, upon termination, the executive would cease receiving any further payout of the remaining performance compensation. Performance compensation levels may

also differ for executives in different countries based on relative market compensation in those countries.)

 

Beginning in the 2008 compensation year, performance compensation will be paid at a time closer to the year in which it was earned, creating a more direct relationship between the results achieved and the compensation paid to the executive. We believe that simplifying our program and shortening the length of time between performance periods and payment of the related bonus compensation will enhance the link between an executive’s performance and his or her compensation and move Accenture closer to market practices in its variable pay structure. As described above, we paid transition bonuses to our named executive officers in December 2007 in connection with this move.

 

These transition bonuses are reflected as compensation in fiscal 2007 because they were earned for performance in fiscal 2007, and they are reflected as such in the Summary Compensation Table below. We show, on the face of our Summary Compensation Table for fiscal 2007, both of the payments under the “old” performance compensation system as well as the December 2007 transition bonus. We believe this provides a more complete picture of our executive officer compensation.

 

Transition bonuses for fiscal 2007 performance for our named executive officers other than Mr. Green were also determined by the Compensation Committee based upon Mr. Green’s recommendations using an evaluation of each executive’s contribution to company results.

 

Mr. Green.  Mr. Green’s annual performance-based compensation is determined each year by the Compensation Committee based upon recommendations and evaluations from our Nominating and Governance Committee, the compensation consultant engaged by the Compensation Committee, and other members of our executive leadership team. Mr. Green also received a transition bonus in December 2007 and will be eligible to receive a performance bonus in December 2008 for performance during fiscal 2008.

 

     Determination of Base and Individual Performance-Based Compensation for Fiscal 2007

 

Named Executive Officers Other Than Mr. Green.  For each of the 2006 and 2007 compensation years, each named executive officer other than Mr. Green received base compensation awarded pursuant to the methodology described above. Each was also eligible to receive performance compensation of up to an additional 200% of base compensation, based on performance for the prior fiscal year, awarded pursuant to the methodology described above. For fiscal 2007, the base and performance compensation of these executives was as follows:

 

 

Mr. Green.  For each of the 2006 and 2007 compensation years, the Compensation Committee determined Mr. Green’s base salary and performance-based compensation after reviewing the recommendations of its compensation consultant and feedback on Mr. Green’s performance for the preceding fiscal year provided by the Nominating and Corporate Governance committee and the other members of our executive leadership team.

 

     Annual Bonus Plan Compensation

 

Our annual bonus plan, which is separate from our other performance compensation, is funded based on the Company’s performance against plan in achieving pre-established corporate earnings objectives. It provides cash awards that are individually determined based on an executive’s annual performance rating, as described below. A formula establishes a range of overall funding for threshold, target and above-target 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 depart from the payout established by the formula. We offer this program in addition to our individual performance-based bonus because we believe that it provides additional flexibility to recognize our top performers and provide them with superior rewards for superior results, in furtherance of our compensation objectives.

 

Mr. Green’s target bonus under the annual bonus plan for fiscal 2007 was $450,000. The target bonus for each of our other named executive officers was 24% of the individual’s base compensation.

 

     Additional Bonus for Former Chief Financial Officer

 

Mr. McGrath, who served as our chief financial officer through October 31, 2006, received additional compensation arrangements in fiscal 2007 at the time he relinquished the chief financial officer position and became international chairman. The Compensation Committee approved three milestone cash bonus payments, totaling $1,171,800, during fiscal 2007. This compensation was tailored to recognize Mr. McGrath’s importance in executing our corporate strategy and to meet the objective of retaining his services, and its components were outside of our regular compensation program. The milestone cash bonus payments were paid in three equal installments on December 31, 2006, April 30, 2007 and August 31, 2007. These payments were contingent upon Mr. McGrath’s continued employment with Accenture on the date of each payment, and were made in lieu of Mr. McGrath’s participation in our equity compensation programs and annual bonus plan. Mr. McGrath retired from Accenture at the end of fiscal 2007.

 

Long-Term Equity Compensation

 

We provide a greater proportion of our named executive officers’ compensation in cash than do many of our peer companies. However, we have begun to expand the equity component of our executives’ compensation to better reflect the mix of cash and equity compensation in what we believe is the relevant marketplace for talented executives. In addition to their equity compensation, our named executive officers generally have significant holdings of our common stock from our transition to a corporate structure, and we consider these to be an important source of long-term equity exposure. We intend for long-term equity compensation to constitute a significant component of the compensation opportunity for our named executive officers in the future, although we continue to monitor compensation trends among companies of our size and in our peer group, as well as other competitors, and expect to further adjust our compensation mix in the future.

 

We generally award equity grants at the beginning of our compensation year or the beginning of the calendar year. All of our equity grants to our named executive officers in fiscal 2007 were awarded on January 1, 2007, except the matching grants under our Voluntary Equity Investment Program, or VEIP (described below), which were awarded on January 5, 2007. The exercise price of stock options that we granted to our named executive officers in prior years was set at a price equal to the average of the high and low trading price of a share of our common stock on the date of grant, as required by our equity compensation plans. We used the average of the high and low trading price, as we believe this average is more representative of the price of our stock on the date of grant, as opposed to a price

from a single, arbitrary point in time. All equity grants are made under an equity compensation plan approved by our shareholders.

 

Restricted Share Units

 

In fiscal 2007, our executive compensation program included four separate programs under which our named executive officers were eligible for grants of restricted share units (“RSUs”). Of these, the Key Executive Performance Program is the most significant. The Senior Executive Performance Award program, the Senior Officer Performance Equity Award program and the Voluntary Equity Investment Program represent additional means by which equity may be awarded to named executive officers.

 

 

The Key Executive Performance Program is the primary program under which we grant RSUs to our named executive officers. We designed the program to incent our named executive officers and other senior executives who receive grants under the program to drive superior company performance over a three-year period.

 

The Key Executive Performance Program is designed to reward award recipients, who include our named executive officers, for driving our business to meet performance objectives related to two metrics: operating income results and relative total shareholder return. We have chosen these metrics to reflect both internal and external measures of our performance. At the time a grant is made, we establish what percentage of the total RSUs granted will vest based on performance on each metric, as well as procedures for establishing these metrics. We do not retroactively adjust vesting terms in grants previously made, but this percentage and the procedures for establishing the metrics may be different in subsequent annual grants. For grants made in fiscal 2007, we weighed operating income results more heavily than total shareholder return. We believe total shareholder return is influenced more by external factors and does not reflect our performance against our objectives as accurately as operating income results. RSU grants under the program vary based on the executive’s level of responsibility, and final grant amounts are approved by our Compensation Committee.

 

RSU grants under the Key Executive Performance Program are subject to a three-year performance period, with potential vesting at the conclusion of the period depending on Accenture’s cumulative performance over this period. We believe that the three-year measurement period is an important feature of our program in that it focuses management attention on both near-term and longer-term goals. In particular, it should be noted that 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 our named executive officers. For additional information on our Key Executive Performance Program and the RSU grants made during fiscal 2007 to our named executive officers, see “Grants of Plan-Based Awards for Fiscal 2007” and “Narrative to Grants of Plan-Based Awards Table” below.

 

 

Our named executive officers are eligible to receive grants under three additional programs to the extent they meet the eligibility requirements for these grants. These programs are designed to reward the performance of our senior executives, incent them to meet performance goals and encourage them to acquire meaningful ownership stakes in Accenture.

 

Senior Executive Performance Award. The Senior Executive Performance Award program provides an annual award of RSUs to our top-performing senior executives. Grants must be approved by the Compensation Committee and are based on the Committee’s evaluation of annual company performance and a subjective evaluation of each executive’s individual performance, as described

under “— Performance Metrics Utilized in Evaluations.” Our named executive officers are eligible for grants under this program based on achieving certain performance rating levels under our performance evaluation system.

 

Senior Officer Performance Equity Award. The Senior Officer Performance Equity Award provides an annual award of RSUs to selected top-performing senior executives. The program is designed to further our goals of compensating our senior executives at levels comparable with those of our peer companies and expanding the equity component of our executives’ compensation. Mr. Green recommends grant amounts based in part upon on his evaluation of each executive’s individual performance, as described under “— Performance Metrics Utilized in Evaluations,” and the executive’s compensation relative to the market. The Compensation Committee reviewed the recommendation of its compensation consultant and then determined the grant amount for Mr. Green. Final grant amounts are approved by our Compensation Committee.

 

Voluntary Equity Investment Program. The VEIP is a matching program to further encourage share ownership among our senior executives, including our named executive officers.

 

For information on the named executive officers who received these awards during fiscal 2007, see “Grants of Plan-Based Awards for Fiscal 2007” and “Narrative to Grants of Plan-Based Awards Table” below.

 

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, fees for tax-preparation services and fees for annual physical examinations. 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 2007 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, consultant to the Compensation Committee, 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 2007 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 110 U.S.-based companies with annual revenues over $10 billion.

 

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. However, our named executive officers can only achieve this level of compensation if both their individual performance and our company performance reach maximum levels. Actual compensation of our named executive officers in fiscal 2007 did not result in compensation at the 75th percentile of our peer group.

 

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 cash compensation received during the years 2005 through 2007 plus the ending value (rather than the grant date fair value) of equity grants made during that same period. The analysis showed that, for the 2005 to 2007 compensation years, total realizable pay for Accenture’s named executive officers was just above the 50th percentile of our peer group. This pay level was in alignment with Accenture’s growth rates for earnings per share and revenues for this three-year period, which both exceeded the 50th percentile of our peer group, but it was lower than the Company’s total shareholder return for the same period, which exceeded the 75th 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 executive 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 executive’s performance compensation awarded in the 2007 compensation year based on fiscal 2006 individual performance (but paid out to the executive based on their continued employment) and the transition bonus earned for fiscal 2007, as well as determining the amount

awarded under our annual bonus plan to each executive for performance during fiscal 2007. 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 — Types of Cash Compensation — 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 executive’s individual performance rating for the year.

 

Our performance objectives for fiscal 2007 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 2007

 

Our Compensation Committee evaluates overall company performance for a fiscal year by reviewing the results achieved on these individual objectives for the year, and then determining whether we exceeded, met or partially met the objectives as a whole for that 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 relevant year, which are generally equivalent to the company objectives, as well as whether our other named executive officers met the portions of these objectives relevant to them.

 

Overall, company performance was strong in fiscal 2007 when measured against the performance objectives outlined above. Targets were generally achieved or exceeded for our significant performance objectives; however, a few of our more detailed objectives were not achieved.

 

Accordingly, in reviewing our performance in fiscal 2007 against our performance objectives for the year, our Compensation Committee, in consultation with the Nominating & Governance Committee and Mr. Green, determined that overall corporate performance for fiscal 2007 was “medium exceeds.” This means that we performed in the middle of the top third of our overall assessment scale. As part of its determination, our Compensation Committee reviewed an analysis prepared by its compensation consultant 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 particularly challenging. The Compensation Committee considered this overall corporate performance rating in

setting the amounts of the transition bonuses paid to our named executive officers for fiscal 2007 performance.

 

Share Ownership Guidelines

 

We have adopted share ownership guidelines that apply to each of our senior executives, including 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, all senior executives are required to own Accenture equity with a value equal to between one and six times their base compensation based on their current level of responsibility. 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. Senior executives, including our named executive officers, have five years from reaching their first senior-executive level to meet their equity ownership requirement for that level, and three years upon promotion to a higher level of responsibility to meet the requirement for that new level.

 

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 executives 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 an executive four months advance notice if we terminate his or her 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, one of our named executive officers 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.

Summary Compensation Table

 

 

 

 

 

 

		Mr. Green				Ms. Craig				Mr. Flöther				Mr. Foster				Mr. Rohleder
2005 Key Executive Performance Program		$	333,349				—			$	105,219			$	250,000			$	350,000
2006 Key Executive Performance Program		$	1,146,871				—			$	161,968			$	360,906			$	505,267
2007 Key Executive Performance Program		$	2,999,991			$	312,497			$	992,054			$	312,497			$	437,496
2007 Senior Executive Performance Award			—			$	106,243			$	126,545			$	96,244			$	96,244
2007 Senior Officer Performance Equity Award		$	2,666,650			$	111,108			$	388,876			$	111,107			$	333,330
Voluntary Equity Investment Program		$	45,293				—			$	130,000				—			$	9,390
Total		$	7,192,154			$	529,848			$	1,904,662			$	1,130,754			$	1,731,727

 

 

 

 

 

 

 

Grants of Plan-Based Awards for Fiscal 2007

 

 

 

 

 

 

 

 

 

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—Types of Cash Compensation—Annual Bonus Plan Compensation” above.

 

Key Executive Performance Program

 

Our Key Executive Performance Program is described generally under “Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Equity Compensation—Restricted Share Units—Key Executive Performance Program” above. The description below relates to the RSU grants we made to our named executive officers in fiscal 2007 pursuant to the Key Executive Performance Program, which have a three-fiscal-year performance period beginning on September 1, 2006 and ending on August 31, 2009.

 

 

 

Accenture’s percentile rank among the comparison companies is then used to determine the percentage vesting of RSUs as follows:

 

 

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 2007, the comparison companies and indices used for measuring total shareholder return for the Key Executive Performance Program, chosen based upon the recommendation of our compensation consultant, were as follows:

 

Affiliated Computer Services, Inc.
BearingPoint, Inc.
Cap Gemini S.A.
Computer Sciences Corporation
Electronic Data Systems Corporation
EMC Corporation
First Data Corporation
Hewitt Associates, Inc.
Hewlett-Packard Company
International Business Machines Corporation
Keane, Inc.
Oracle Corporation
Sapient Corporation
Sun Microsystems, Inc.
Unisys Corporation
S&P 500 Index

 

RSUs granted under the Key Executive Performance 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. Our named executive officers generally must be employed by Accenture at the time their RSU grants vest in order to receive the Class A common shares. Each of our named executive officers except Mr. McGrath received a grant of RSUs under the Key Executive Performance Program in fiscal 2007. 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—Restricted Share Units—Other RSU Grant Programs—Senior Officer Performance Equity Award” 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 January 1 following the date of grant (the “measurement date”). Age-based vesting accelerates the vesting of a portion of the RSUs granted under this program on a graduated schedule based on age, with the most accelerated vesting applicable to named executive officers who are age 56 or older on the measurement date. As a result, vesting of all or a portion of the grant under this program to Mr. Flöther was accelerated in fiscal 2007.

 

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 5^th 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 2006, Messrs. Green, 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 2007 as indicated above.

 

Senior Executive Performance Award Program

 

The Senior Executive Performance Award program is described generally under “Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Equity Compensation—Restricted Share Units—Other RSU Grant Programs—Senior Executive Performance Award” above.

 

In general, grants under the Senior Executive Performance 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 July 19 following the date of grant (the “measurement date”) are subject to age-based vesting. Age-based vesting accelerates the vesting of a portion of the RSUs granted under this program on a graduated schedule based on age, with the most accelerated vesting applicable to named executive officers who are age 56 or older on the measurement date. As a result, vesting of all or a portion of the grants under this program to Mr. Flöther and Ms. Craig were accelerated in fiscal 2007, as further shown on the “Option Exercises and Stock Vested” table below.

 

Outstanding Equity Awards at August 31, 2007

 

 

 

 

		Award		Grant Date		Number				Vesting
Mr. Green		Voluntary Equity Investment Program		January 5, 2007			3,859			In full on January 5, 2009
		2007 Senior Officer Performance Equity Award Program		January 1, 2007			71,859			In two equal installments on January 1, 2008 and 2010
Ms. Craig		2007 Senior Officer Performance Equity Award Program		January 1, 2007			13,743			In full on January 1, 2010
		2007 Senior Executive Performance Award Program		January 1, 2007			3,032			In full on July 19, 2008
Mr. Flöther		Voluntary Equity Investment Program		January 5, 2007			11,076			In full on January 5, 2009
		2007 Senior Officer Performance Equity Award Program		January 1, 2007			4,491			In full on January 1, 2009
Mr. Foster		2007 Senior Officer Performance Equity Award Program		January 1, 2007			13,473			In full on January 1, 2010
		2007 Senior Executive Performance Award Program		January 1, 2007			3,032			In two equal installments on July 19, 2008 and 2009
Mr. Rohleder		Voluntary Equity Investment Program		January 5, 2007			800			In full on January 5, 2009
		2007 Senior Officer Performance Equity Award Program		January 1, 2007			40,420			In full on January 1, 2010
		2007 Senior Executive Performance Award Program		January 1, 2007			3,032			In two equal installments on July 19, 2008 and 2009

 

 

		Key Executive Performance Program
Plan Year:		2005				2006				2007
Award Date:		March 4, 2005				December 1, 2005				January 1, 2007
Based on Plan Achievement Level:		Target				Threshold				Threshold
Mr. Green			100,678				69,674				53,893
Ms. Craig			—				—				16,841
Mr. Flöther			50,339				21,773				16,841
Mr. Foster			50,339				21,773				16,841
Mr. Rohleder			70,475				30,482				23,578

 

 

Mr. Green			75,509
Mr. Flöther			37,754
Mr. Foster			37,754
Mr. Rohleder			52,856

 

 

 

 

Option Exercises and Stock Vested

 

The table below sets forth the number of shares of stock that were acquired in fiscal 2007 as a result of the vesting of restricted share units awarded to our named executives under our compensatory equity programs. Except as indicated in the table below, none of our named executive officers exercised any of their outstanding stock options during fiscal 2007.

 

 

 

 

				Number of Shares				Date of
		Program		Acquired on Vesting				Acquisition
Mr. Green		2007 Senior Officer Performance Equity Award Program			35,928			2/1/2007
Ms. Craig		2007 Senior Executive Performance Award Program			1,515			7/19/2007
Mr. Flöther		2007 Senior Executive Performance Award Program			2,273			2/1/2007
					1,137			7/19/2007
		2007 Senior Officer Performance Equity Award Program			8,982			2/1/2007
Mr. Foster		2007 Senior Executive Performance Award Program			1,515			7/19/2007
Mr. Rohleder		2007 Senior Executive Performance Award Program			1,515			7/19/2007