The
appointment of Sébastien BAZIN as CEO of ACCOR group is the last development of
a strategic and financial drifting that was reflected in company governance
issues. Do remember Colony Capital (steered by Sebastien Bazin) taking in ACCOR
a first equity stake in the form of convertible bonds and a seat on the
Executive Committee that gave him the same rights as a controlling shareholder
but whithout being shareholder. Colony Capital fund, a specialist of real
estate in the USA, intended to dissociate structures from operation in order to
"create value". (The strategy was reiterated a few years later with
CARREFOUR, achieving the success we know...)
Given
that the capital of ACCOR company was very dispersed, Eurazeo joined rapidly
Colony Capital and together they took 20% of the capital as well as control
over the Board of Directors, whithout having to trigger any take-over bid.
Several governance changes were made (including in particular the resignation
of six board members...), from CEO to chairman or from company with a
Supervisory Board to company with a Board of Directors; several strategy
changes were announced (adopted then eventually decided such as the listing of
Edenred, which was doing very well with a clear strategy and a clear
governance...), ponctuating for several years the life of this very nice
company, born of the entrepeneurial vision of Messrs Dubrule and Pélisson. What
is left from it today, except for a firm crippled of aches related to crude
strategic changes whithout consultation of the crews, which can only demotivate
the whole staff… ?
As
minority shareholders, we attended the show without being able to intervene,
but did we want it, supposing that we could ? We are reaching here the
limit of the company with a diluted capital, "without reference
shareholders" or with shareholders wanting not to be active in front of
other one desiring to take power without paying the price for it; the latter do
it moreover only to get a capital gain. Almost all analysts agreed on one
point: Colony Capital strategy to dissociate structures from the fund was not
the good one for Accor… The creation of Edenred was a short-term idea but would
have put Accor at risk in the long run, since both businesses supplemented one
another in terms of equity capital as well as in terms of working capital
needs… And the successive, crude changes of managers could only affect the
company's mid-term strategy and the crews' support…
The
Board of Carrefour eventually found the man for the job, Georges Plassat, a
leading specialist of retailing and probably one of the few who could give a
real vision to the retailer business (if it is not too late). The Board of
Accor could not find the right person outside the company and entrusted the one
having provoked such many incompetences with the company's destiny… What a
responsibility do passive shareholders and members of the Board of Accor have,
who have let endure, since 2005, a situation where governance only responded to
the interest of certain shareholders or of their principal ! What a pity
to see a so nice firm "going to pieces" through consecutive strategic
turns with a lack of long-term strategical vision ! This example points
out once more that a firm cannot develop from a simply financial vision and
that it does need a clear strategy and a clear governance in the long run to
succeed.
Olivier de Guerre
Chairman of PhiTrust Active Investors
