Accenture's Conflict of Interest Policy: Upholding Integrity and Ethical Standards

At Accenture, a strong commitment to ethical conduct and integrity is paramount. The company emphasizes that its people are deeply committed to doing the right thing. Accenture believes in succeeding by providing value to clients and shareholders while acting as a powerful force for good. In today's dynamic environment, Accenture goes beyond mere compliance, innovating with integrity. This involves leveraging technology and its impact on people to develop inclusive, responsible, and sustainable solutions for complex business and societal challenges.

Accenture's Code of Business Ethics is more than just a document; it embodies the company's beliefs, way of life, and leadership principles. It is embedded in all activities, driving business performance, enhancing Accenture's reputation, and prioritizing clients and people.

Potential Conflicts of Interest

Recently, concerns have been raised regarding potential conflicts of interest involving Accenture, particularly within the media and advertising sectors. These concerns stem from Accenture's expanding role in media planning, trading, consultancy on in-housing, and auditing media performance. The company's move into programmatic media services has led to questions about its ability to provide unbiased advice to clients.

Ebiquity believes that brands should always seek independent advice when considering bringing programmatic media trading in-house, as this is not always in their best interests. Advertisers should not take advice from a company that routinely recommends programmatic services are brought in-house. This is because of the complex nature of media trading and the often-significant investments required.

Accenture’s announcement is a game-changer. Yes, it establishes them as genuine competitor to media agencies for media trading services, and it’s a clear sign that they’re after media agency business. But more importantly from the perspective of advertisers, the news highlights serious conflicts of interest. For the company is now involved in media planning and trading, consultancy on in-housing, and auditing media performance.

“Brands working with Accenture should be vigilant and start asking difficult questions. No company can credibly give independent advice on media planning and media strategy - and on whether to in-house programmatic - if they’re actively involved in trading media inventory and advising brands to in-house. This latest move compromises Accenture’s ability to give unbiased advice.

Ebiquity further recommends that advertisers using Accenture for media measurement and auditing should question whether their data is being treated with total confidentiality.

Several agency leaders echoed that criticism. Tom Denford, co-founder and chief strategy officer of ID Comms, which has runs pitches for Sky, HSBC and IKEA, said: "It’s definitely a conflict of interest.

However, he warned: "If it is the case that Accenture want to be a solutions provider, they can’t also be marking competitors’ homework.

Another global agency leader said privately: "It’s absolutely a conflict because Accenture sees all the media pricing. It’s outrageous.

Sarah Warner, digital investment lead for programmatic and video at Group M, the media-buying arm of WPP, said: "It is a very complex media eco-system and we feel very well-suited to continue to serve our clients.

Campaign reported this week that Accenture Interactive has launched a new “programmatic unit in response to ‘significant’ client demand”. Ebiquity believes this announcement shows Accenture is positioning itself as a clear alternative to the established media agency groups.

“The fundamental principles of auditor independence centre around objectivity and integrity," Jenkins said.

Key Definitions

To ensure clarity and consistency, Accenture defines several key terms related to its conflict of interest policies. These definitions provide a framework for understanding and addressing potential conflicts:

• The term “Act” shall mean the Securities Exchange Act of 1934, as amended, or any successor thereto.
• The term “Beneficial Owner” shall mean a beneficial owner as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto).
• The term “Person” shall mean a person as such term is used for purposes of Section 13(d) or 14(d) of the Act.

Legal and Contractual Considerations

Accenture's agreements often include provisions addressing various legal and contractual aspects, such as dispute resolution, governing law, and enforcement. These provisions are designed to protect the interests of all parties involved and ensure fair and equitable outcomes.

Dispute Resolution

Disputes are typically resolved through arbitration, conducted by a single arbitrator in New York. The arbitrator must be a lawyer and conduct the proceedings in English. The parties acknowledge that the designated forum has a reasonable relation to the agreements and their relationship with one another.

Governing Law

The agreements are governed by specific laws, and any ancillary judicial proceedings may include actions to compel arbitration or to obtain temporary relief in aid of arbitration.

Obligations and Remedies

Accenture's agreements outline the obligations of all parties and the remedies available in case of a breach. These may include injunctive relief and submission to jurisdiction for the enforcement of obligations.

Pledge Agreement

A pledge agreement may be incorporated by reference, securing obligations with pledged securities. The Pledged Securities include any Substitute Collateral and all proceeds thereof. The Pledgor is entitled to receive proceeds from Permitted Dispositions of Pledged Securities under certain conditions.

Remedies in Case of a Payment Event

In the event of a payment event, Accenture has specific remedies, including the right to withhold cash dividends and distributions. The Pledgor agrees that these remedies are reasonable.

General Provisions

Accenture's agreements also include several general provisions to ensure clarity and enforceability:

• Notices: Any required written notice may be given by telecopy.
• Severability: If any provision is deemed invalid, it shall be replaced with one that approximates the intent and economic effect of the invalid provision.
• Termination: The agreement may terminate in the event of a Change in Control after the IPO.
• Entire Agreement: The agreement constitutes the entire understanding between the parties.
• Further Assurances: Each party agrees to execute all necessary instruments and documents to effect the terms of the agreement.
• Counterparts: The agreement may be executed in any number of counterparts, each deemed an original.

Commitment to Transparency

Accenture's commitment to transparency and ethical conduct is crucial for maintaining trust with clients, partners, and stakeholders. By addressing potential conflicts of interest proactively and adhering to its Code of Business Ethics, Accenture aims to uphold its reputation as a responsible and reliable organization.

Accenture emphasizes the importance of seeking independent advice, especially when considering complex decisions like in-housing programmatic media trading. This ensures that advertisers make informed choices that are in their best interests, free from potential bias.

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