registration document France Telecom 2009 - Orange.com

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14 STRUCTURE administrative and management bodies and senior management AND FUNCTIONING OF THE GENERAL MANAGEMENT 14.1.4.2 Main differences between the rules of corporate governance followed by France Telecom and the rules of the New York Stock Exchange for US companies France Telecom has endeavored to take into account the New York Stock Exchange governance standards. However, as a non-US company, France Telecom is not obliged to comply with the majority of these rules and may choose to follow rules applicable in France. As such, France Telecom has elected to adhere to the Afep-Medef code of corporate governance (See Section 14.1.4.1 Adoption of a code of corporate governance), whose recommendations differ in some respects from the rules of the New York Stock Exchange for US companies. In particular, France Telecom has chosen to follow the rules of independence set forth by the Afep-Medef code, which provide that one-third of the directors must be independent. In contrast, the New York Stock Exchange standards provide that the Board of Directors must consist of a majority of independent directors. Moreover, France Telecom considers that seven of the 15 members of its Board of Directors are independent according to the criteria of the Afep-Medef code. France Telecom has not evaluated the independence of its directors under New York Stock Exchange standards. In addition, France Telecom has chosen to establish a single Governance and Corporate Social Responsibility Committee in charge of appointments and compensation . This committee is currently composed of two independent directors elected by the shareholders, and one representing the French Government, and does not include any executive corporate offi cer. Conversely, the NYSE standards provide for the implementation of two separate committees (a S election and C orporate G overnance C ommittee and a C ompensation C ommittee) composed exclusively of independent directors. 14.2 STRUCTURE AND FUNCTIONING OF THE GENERAL MANAGEMENT Mr. Stéphane Richard has been Chief Executive Offi cer of France Telecom since March 1, 2010. 14.2.1 Management and limits set on CEO’s authority In connection with the preparation for his succession, on February 24, 2010 Didier Lombard proposed that the Board of Directors separate the Chairman’s offi ce from the Chief Executive Offi cer’s offi ce and appoint Stéphane Richard as Chief Executive Offi cer as from March 1, 2010. The Board approved this proposition on February 24, 2010. Didier Lombard was confi rmed as Chairman of the Board of Directors (see Section 14.1.3.1 Board of Directors’ functioning and activity). As Chief Executive Offi cer and in accordance with the law, Stéphane Richard was invested with extensive power to act in the C ompany’s name, without any limitation of power other than that provided for under the law and in Article 2 of the Board of Directors’ Internal Guidelines as amended on February 24, 2010 (see Section 14.1.3.1 Board of Directors’ functioning and activity). Article 2 provides that the Chief Executive Offi cer must obtain the authorization of the Board to engage the Company in investments or divestitures involving amounts in excess of 200 million euros per transaction, when such transactions are acquisitions or disposals. In addition, any investment involving amounts in excess of 20 million euros that does not fall within France Telecom’s strategic plans must fi rst be approved by the Board of Directors. Following his appointment, the Chief Executive Offi cer introduced a set of power and signature delegations to each member of the Executive Committee (see Section 14.3 Internal Control and Risk Management). Each member of the Group Management Committee may further delegate such authority within his or her own area of responsibility. 14.2.2 Information on the Chief Executive Officer Stéphane Richard, 48, joined France Telecom in September 2009, and on October 5, 2009, he was appointed Deputy CEO in charge of France Operations. He became a corporate offi cer as CEO Delegate on January 1, 2010, and Chief Executive Offi cer of France Telecom on March 1, 2010. Since 2007, Stéphane Richard had been Chief of Staff at the French Ministry of the Economy, Industry and Employment. Between 1992 and 2003, he was Deputy CFO of Compagnie Générale des Eaux, Chief Executive Offi cer of Compagnie Immobilière Phénix, Chairman of CGIS, now Nexity. In 2003, he became Deputy CEO of Veolia Environnement and Chief Executive Offi cer of Veolia Transport. From 2003 to 2007, he was a France Telecom Board member . Stéphane Richard has degrees from Ecole des Hautes Etudes Commerciales and Ecole Nationale d’Administration. 298 2009 REGISTRATION DOCUMENT / FRANCE TELECOM
administrative and management bodies and senior management 14 STRUCTURE AND FUNCTIONING OF THE GENERAL MANAGEMENT Number of France Telecom shares held: 52,039 Current directorships and offi ces ■ Chief Executive Offi cer of France Telecom (since March 1, 2010) ■ Chairman and Chief Executive Offi cer of Orange France ■ Director of Nexity ■ Director of Sofi red SA ■ Manager of SCI CARRE Gabriel ■ Manager of SARL CARRE Gabriel ■ Managing partner of SCI du 18 rue Philippe Hecht Directorships and offi ces having expired in the last fi ve years ■ Directeur Général Délégué (CEO Delegate) of France Telecom (from January 1, to March 1, 2010) ■ Chief Executive Offi cer of Veolia Transport ■ Deputy CEO of Veolia Environnement ■ Director of France Telecom ■ Member of the Supervisory Board of LBO France Also see Section 14.1.2.3 Court rulings, bankruptcy, confl icts of interest and further information, which also applies to Stéphane Richard as corporate offi cer. 14.2.3 Directeur Général Délégué (CEO Delegate) Upon the proposal of the Chief Executive Offi cer, the Board of Directors may appoint one or more individuals to assist the Chief Executive Offi cer with the title of Directeur Général Délégué (CEO Delegate). The maximum number of Directeurs Généraux Délégués (CEO Delegates) is fi ve. In agreement with the Chief Executive Offi cer, the B oard of directors determines the extent and duration of the powers granted to the Directeur Général Délégué (CEO Delegate). On December 2, 2009, the Board of Directors appointed Stéphane Richard as Directeur Général Délégué (CEO Delegate) starting January 1, 2010. His term ended on March 1, 2010 when he was appointed as Chief Executive Offi cer. 14.2.4 Executive Committee Following his appointment as Chief Executive Offi cer of France Telecom, Stéphane Richard announced the composition of the Group’s Executive Committee as from April 6, 2010. Reporting to the CEO, the Executive Committee is composed of 15 members, including three Deputy CEOs and eleven Group Executive Directors in charge of divisions and functions of the Group. Stéphane Richard is still in charge of Operations in France. The Executive Committee coordinates the implementation of strategic guidelines. It oversees the achievement of operational, labour relations and technical objectives, as well as those relating to the allocation of fi nancial resources. The Executive Committee meets weekly. It replaces the former Group Management Committee. 14 2009 REGISTRATION DOCUMENT / FRANCE TELECOM 299
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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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4 OPERATIONAL risk factors RISKS In
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4 FINANCIAL risk factors RISKS Equi
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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 THE overview of the group’s bus
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6 FRANCE overview of the group’s
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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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Page 278 and 279: 11 innovation, research and develop
Page 286 and 287: 14 ORGANIZATION administrative and
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Page 314 and 315: 15 RULES compensation and benefits
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20 NON financial information concer
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26 DRAFT 2010 shareholders’ meeti
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26 REPORT 2010 shareholders’ meet
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26 STATUTORY 2010 shareholders’ m
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580 2009 REGISTRATION DOCUMENT / FR
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France Telecom Group
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