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The rules establish meeting cadence, notice and agenda timelines, drafting and approval of minutes, and processes for efficiency and effectiveness reviews. They also regulate non-executive director sessions, quorum and majority counting for remote attendance, written consultation mechanics with response deadlines, voting communication, opposition rights, and validity conditions for decisions.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/internal-rules-of-the-board-of-directors-as-amended-on-may-28-2024/253648/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/internal-rules-of-the-board-of-directors-as-amended-on-may-28-2024/253648.png","ImageObject",442,249,{"name":88,"@type":89},"8796093062539","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-20","2026-09-13",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",7,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"How many directors must be independent on the Board of Directors?","Question",{"text":109,"@type":110},"At least half of the directors must be independent according to the AFEP-MEDEF Corporate Governance Code criteria, with the board determining independence each year.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"How often does the Board of Directors hold meetings?",{"text":114,"@type":110},"The Board of Directors must hold at least six meetings per year, including one dedicated to reviewing the budget and one dedicated to a strategic review of the Group’s operations.",{"name":116,"@type":107,"acceptedAnswer":117},"How does written consultation work and when is a decision valid?",{"text":118,"@type":110},"In written consultation, draft resolutions are sent to directors with a response deadline of at least 48 hours. The decision is valid only if at least half of board members participate and no director exercises the opposition right.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},253648,1790403875,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":60,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":130,"file_id":131,"file_url":132,"file_type":133,"file_size":134,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":25,"language":135,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":136,"faqs":137,"seo_title":138,"seo_description":61,"update_tm":139,"read_time":47},8796093062539,"INTERNAL RULES OF THE BOARD OF DIRECTORS  \nAs amended on May 28, 2024  \n(For information purpose only)  \nThe members of the Board of Directors of Accor (hereinafter the “Company”) abide by the following rules of procedure, which constitute the Internal Rules of the Board of Directors (the “Internal Rules”).  \nThese Internal Rules are based on recommendations aimed at ensuring compliance with the fundamental principles of corporate governance, notably the AFEP/MEDEF Corporate Governance Code for listed companies.  \nIntended for internal use only, these Internal Rules are designed to supplement the Company Internal Rules by specifying the Board of Directors' organizational and operating procedures. They may not be used by shareholders or third parties as a basis for any claims against the directors, the Company or any company of the Accor Group (hereinafter the Group) . They apply, where appropriate, to the non-voting directors appointed by the Board of Directors as well as to the Founding Chairman designated in Article 21 of the Company's Internal Rules.  \nThese Internal Rules shall be disclosed to the shareholders and to the public.  \n1. Composition  \nAt least half of the directors on the Board of Directors must be independent within the meaning of the criteria set forth in the AFEP-MEDEF Corporate Governance Code for listed companies.  \nEvery year, the Board of Directors shall determine which of the directors are independent according to the abovementioned criteria. The conclusions of said assessment shall be disclosed to the shareholders and to the public in the Universal registration document.  \n2. Meetings  \nThe Board of Directors shall hold at least six meetings per year, of which one dedicated to reviewing the budget and one dedicated to a strategic review of the Group's operations. The proposed dates of each year's meetings shall be sent to the directors no later than March 31 of the previous year. Notices of Meeting shall be sent by mail, e-mail or fax, or given verbally, by the Board Secretary.  \nThe draft minutes of each meeting shall be sent to the directors within 15 days after said meeting and submitted to the Board for approval at the meeting following the next meeting.  \nPart of at least one meeting a year shall be devoted to assessing the Board's efficiency and effectiveness, in order to identify possible areas for improvement. In addition, the Board of Directors shall conduct a formal selfassessment at least every three years.  \nNon-executive directors shall meet once a year, without the executive directors or corporate officers being present, to assess the latter's performance and consider the future management structure.  \nFor the purpose of calculating the quorum and majority, directors who take part in meetings via telecommunication means making it possible to identify them and enabling their actual participation pursuant to current statutes and regulations shall be deemed to be in attendance.  \nIn accordance with the Company’s Internal Rules, the Board of Directors may deliberate by written consultation.  \nIn the event of a written consultation, the Chairman of the Board of Directors, the Director provisionally delegated as Chairman, the Vice-Chairman(s), or the Chief Executive Officer (if he is a director), shall send, by any written means, including electronic communication, to the Directors the draft resolutions on which they are called to decide, attaching, if applicable, any documents likely to assist their deliberations. The Chairman of the  \n1  \nBoard of Directors, the Director provisionally delegated as Chairman, the Vice-Chairman(s), or the Chief Executive Officer (if he is a director) shall specify the technical arrangements for participation in the written consultation, as well as the deadline by which responses must be returned, which shall in no case be less than forty-eight (48) hours.  \nIn accordance with the Company’s Internal Rules, any Director may, within the prescribed period which sha","cbCailJ9v4d4Cqxm","https://ap.wps.com/l/cbCailJ9v4d4Cqxm","pdf",984942,"English","# Composition\n## Meetings\n## Information for the Board of Directors","[{\"question\":\"How many directors must be independent on the Board of Directors?\",\"answer\":\"At least half of the directors must be independent according to the AFEP-MEDEF Corporate Governance Code criteria, with the board determining independence each year.\"},{\"question\":\"How often does the Board of Directors hold meetings?\",\"answer\":\"The Board of Directors must hold at least six meetings per year, including one dedicated to reviewing the budget and one dedicated to a strategic review of the Group’s operations.\"},{\"question\":\"How does written consultation work and when is a decision valid?\",\"answer\":\"In written consultation, draft resolutions are sent to directors with a response deadline of at least 48 hours. The decision is valid only if at least half of board members participate and no director exercises the opposition right.\"}]","Internal Rules of the Board of Directors - As amended on May 28, 2024 | PDF",1789268338]