registration document France Telecom 2009 - Orange.com

14 ORGANIZATION
administrative and management bodies and senior management
AND OPERATIONS OF THE BOARD OF DIRECTORS
14.1 ORGANIZATION AND OPERATIONS OF THE BOARD OF DIRECTORS
14.1.1 Composition of the Board
of Directors
Pursuant to Article 13 of the Bylaws, the Board of Directors
consists of a minimum of 12 and a maximum of 22 members.
In accordance with French law no. 86–912 dated August 6,
1986 relating to the privatization of France Telecom, it consists
of at least two members representing the employees and one
member representing the employee shareholders if the board
has less than 15 members, or three members representing
the employees and one member representing the employee
shareholders if the board has 15 or more members.
In addition, pursuant to the French decree-law of October 30,
1935, the Board of Directors must include directors designated
by the French Government in proportion to the latter’s direct
or indirect shareholding in France Telecom. The directors
designated by the French Government are appointed by
ministerial order.
As of the approval by the Board of Directors on March 24, 2010
of the Chairman’s report on governance and internal control, the
Board of Directors was composed of 15 members, including:
■ eight directors elected by the Annual Shareholders’ Meeting;
■ three directors appointed by the French Government;
■ three directors elected by the employees;
■ one director elected by the Annual Shareholders’ Meeting to
represent the employee shareholders.
In the course of 2009, the following changed in the Board’s
composition:
■ by orders from the French Ministry of the Economy, Industry
and Employment dated September 14, 2009, Pascal Faure
and Gilles Michel were appointed as members of the France
Telecom board of directors as representatives of the French
Government, to replace Henri Serres and Jacques de
Larosière, respectively;
■ in the fi rst round of elections for employee-representative
B oard members on October 22, 2009, Caroline Angeli and
Ghislaine Coinaud were elected to the board to represent nonmanagement
staff, replacing Hélène Adam and Jean-Michel
Gaveau, respectively. Their term started on December 3,
2009;
■ in the second round of elections for employee-representative
directors on November 10, 2009, Daniel Guillot was elected
as B oard member to represent management staff, replacing
René Bernardi. His term started on December 3, 2009.
In accordance with the Bylaws amended by the Shareholder’s
Meeting on May 27, 2008, each new B oard member’s term
is four years. The Shareholder’s Meeting adopted a reduction
in B oard members’ terms upon the proposal of the Board of
Directors, in order to become fully compliant with the Afep-
Medef code recommendations on corporate governance of
listed companies by enabling the shareholders and employees
to vote more often on the appointments of the B oard members
who represent them.
Since the term of Stéphane Tierce, the director representing
employee shareholders, will be expiring, the June 9, 2010
Shareholder’s Meeting will be called to make a decision on his
replacement. In its meeting on March 24, 2010, the Board of
Directors acknowledged the applications put forward by the
Supervisory Boards of c ompany m utual f unds with investments
in France Telecom shares for the offi ce of director representing
employee shareholders .
In addition, in its meeting on March 24, 2010, the Board of
Directors decided to propose the appointment of Stéphane
Richard as director to the Annual Shareholders’ Meeting called
for June 9, 2010. If this resolution is adopted, the Board will
have 16 members.
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2009 REGISTRATION DOCUMENT / FRANCE TELECOM