registration document France Telecom 2009 - Orange.com

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14 ORGANIZATION administrative and management bodies and senior management AND OPERATIONS OF THE BOARD OF DIRECTORS Terms held by Board member s whose functions ended in the 2009 financial year Hélène Adam (end of term December 2, 2009) Directorships and offi ces exercised in 2009 Director of France Telecom Directorships and offi ces having expired in the last fi ve years None René Bernardi (end of term December 2, 2009) Directorships and offi ces exercised in 2009 Director of France Telecom Directorships and offi ces having expired in the last fi ve years None Jean-Michel Gaveau (end of term December 2, 2009) Directorships and offi ces exercised in 2009 Director of France Telecom Directorships and offi ces having expired in the last fi ve years None Jacques de Larosière (end of term September 7, 2009) Directorships and offi ces exercised in 2009 ■ Director of France Telecom ■ Member of the Consultative Committee of AIG ■ Chairman of the Strategy Board at EMP ■ Chairman of the Observatoire de l’Epargne Européenne (trustee) (voluntary) ■ Chairman of Stichting Euronext (trustee) ■ Joint Chairman of Eurofi (voluntary) Directorships and offi ces having expired in the last fi ve years ■ Chairman (voluntary) of: ■ The Per Jacobsson Foundation ■ Reuters Founders Share Company Limited ■ BNP Paribas Hungary ■ Director of Power Corporation Henri Serres (end of term September 7, 2009) Directorships and offi ces exercised in 2009 ■ Director of France Telecom ■ Director of Information Systems and Communication - Ministry of Defense ■ Director of Imprimerie Nationale ■ Director of TSA Directorships and offi ces having expired in the last fi ve years ■ Central Director of Information Systems Security, General Secretariat for National Defense ■ French representative on the Board of Directors of the European Network and Information Security Agency (ENISA) ■ Vice-Chairman of the General Offi ce of Information Technologies - Ministry of the Economy, Finance and Industry ■ Chairman of the Board of Directors of Groupe des Ecoles des Télécommunications ■ Director of La Poste 292 2009 REGISTRATION DOCUMENT / FRANCE TELECOM
administrative and management bodies and senior management 14 ORGANIZATION AND OPERATIONS OF THE BOARD OF DIRECTORS 14.1.2.2 Independent directors In its meeting on February 24, 2010, the Board of Directors estimated that seven Board member s strictly met the criteria of the Afep-Medef code on corporate governance and could be qualifi ed as independent (1) . Six of them met these requirements under the previous estimation, and fi ve of them met the requirements two years earlier. The independent directors are Ms. Claudie Haigneré, Mr. Bernard Dufau, Mr. José-Luis Durán, Mr. Charles-Henri Filippi, Mr. Henri Martre and Mr. Marcel Roulet, as well as Mr. Jean Simonin, who now meets the independence criteria. The other eight Board member s are either representatives of the French State, or employees (or former employees who have left less than fi ve years ago) of France Telecom and, as such, may not be considered independent based on the Afep-Medef code. The increase in the number of independent directors testifi es to the Group’s desire to comply with the code’s recommendations as much as possible, concerning the number and the proportion of independent directors within the Board and its committees. The composition of the Board of Directors and its committees also refl ects compliance with specifi c legal provisions, particularly those relating to the stake held by the French State in France Telecom . Thus, three Board member s representing the State and four representing the employees cannot, by defi nition, meet the independence criteria found in the Afep-Medef code. As the Afep-Medef code itself reminds us, however, “the quality of a Board of Directors cannot be boiled down to the fraction of independent directors, as above everything else directors must be competent, active, present and involved”. In this regard, France Telecom selects its Board member s based on certain criteria, particularly their experience and expertise in fi elds related to its lines of business and related issues, as well as the degree to which the candidates will make themselves available. 14.1.2.3 Court rulings, bankruptcy, conflicts of interest and further information To the Company’s knowledge, in the past fi ve years: ■ no directors or offi cers have been found guilty of fraud; ■ no directors or offi cers have been associated with a bankruptcy, receivership or liquidation; ■ no directors or offi cers have been publicly and offi cially incriminated or punished by any statutory or regulatory authorities; and ■ no directors or offi cers have been disqualifi ed by a court from acting as a member of an administrative, management or supervisory board of an issuer or from acting in the management or conduct of the affairs of any issuer. Absence of family ties To the Company’s knowledge, there are no family ties between the Company’s directors or offi cers or between directors or offi cers and the members of the Executive Committee. Conflicts of interest Pursuant to Article 14 of the Board of Directors’ Internal Guidelines (see Section 14.1.3.1 Board of Directors’ function and activity), Board member s must inform the Chairman of the Board of any situation concerning them that is likely to lead to a confl ict of interests with one of the Group’s companies. To the best of the Company’s knowledge and on the date of this Registration Document, there are no potential confl icts of interest between the duties of the members of the Board of Directors or the Chief Executive Offi cer with respect to France Telecom and their private interests or other duties. To the Company’s knowledge, there is no arrangement or agreement with major shareholders, customers, suppliers or other parties pursuant to which a member of the Board of Directors or the Chief Executive Offi cer was appointed to the Board or as Chief Executive Offi cer . (1) Under the independence criteria set out in the Afep-Medef report, an independent director must: - not be an employee or corporate offi cer of the company, an employee or director of its parent company or of a company that it consolidates, and not have served in any of these capacities during the previous fi ve years; - not be a corporate offi cer of another company in which the company holds, directly or indirectly, a position on the Board of Directors, or in which an employee designated as such or a corporate offi cer of the company (either presently or within the last fi ve years) serves on the board; - not be, or be directly or indirectly linked to, a customer, supplier, commercial banker or investment banker of the company or its group, or for which the company or its group represents a signifi cant share of business; - not have close family ties with a corporate offi cer; - not have been an auditor of the company within the last fi ve years; - not have been a director of the company for more than 12 years; - not take part in controlling the company as the representative of a major shareholder. 14 2009 REGISTRATION DOCUMENT / FRANCE TELECOM 293
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egistration document France Telecom
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table of contents 8 9 10 11 12 13 1
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nota This Registration Document ser
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3 CONSOLIDATED selected financial i
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4 risk factors In addition to the o
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5 INVESTMENTS information about the
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6 THE overview of the group’s bus
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6 ENVIRONMENTAL overview of the Gro
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6 REGULATIONS overview of the Group
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6 INSURANCE overview of the Group
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8 NETWORKS property, plant and equi
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26 DRAFT 2010 shareholders’ meeti
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egistration document appendices TEC
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580 2009 REGISTRATION DOCUMENT / FR
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France Telecom Group
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