registration document France Telecom 2009 - Orange.com

financial information concerning the issuer’s assets and liabilities, financial position and profits and losses
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CONSOLIDATED STATEMENTS
to the fi xed compensation. According to SNCF calculations,
this variable compensation amounted to 352 million euros.
France Telecom does not contest the fact that payment is due
for the period since July 29, 1996, but believes that the action
is unfounded for the period prior to that date. On March 11,
2004, the Paris Administrative Court held the SNCF claims
to be inadmissible, a decision upheld by the Paris Court of
Administrative Appeal on May 24, 2007. In September 2007,
the SNCF lodged an appeal with the Administrative Supreme
Court (Conseil d’Etat). The Court has not yet decided on the
admissibility of the appeal.
There are no other governmental, legal or arbitration
proceedings, including any proceedings that are pending
or threatened of which France Telecom is aware, which
may have or have had in the last twelve months a material
impact on the company and/or Group’s fi nancial position or
profi tability.
NOTE 33 Related-party transactions
33.1 Members of the Board of Directors and Group Management Committee
of France Telecom
The following table shows the compensation disbursed by France Telecom S.A. and the companies it controls to persons who served
on France Telecom’s Board of Directors or Group Management Committee during 2009 or any part of the year.
(in euros) December 31, 2009 December 31, 2008 December 31, 2007
Short-term benefi ts excluding employer social security
contributions (1) 8,032,316 7,538,617 7,962,258
Short term benefi ts: employer social security contributions 2,059,607 1,886,695 1,893,757
Post-employment benefi ts (2) 1,177,067 1,480,357 1,642,186
Other long-term benefi ts - - -
Termination benefi ts - - 4,691,381
Share-based compensation (3) 518,985 1,081,364 1,213,091
(1) Since 2008, this includes all compensation recognized (gross salaries, bonuses, attendance fees and benefi ts in kind, incentive schemes and profi t-sharing) over the period whereas
the 2007 amount included all compensation paid in 2007.
(2) Service cost.
(3) Expense recorded in the income statement in respect of stock option plans and employee shareholding plans.
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The total amount of retirement benefi ts (contractual retirement
bonuses and defi ned benefi t supplementary pension plan)
provided for in the fi nancial statements at December 31,
2009 in respect of persons who were members of the Group
Management Committee at the end of the year, including Didier
Lombard, was 7,298,411 euros (7,167,251 euros in 2008 and
6,597,945 euros in 2007).
Following a decision of the Board of Directors approved by the
May 26, 2009 Shareholders’ Meeting, in the event the duties of
Didier Lombard with the company were terminated, the Board
of Directors may decide to grant him a termination settlement of
up to 21 months of his compensation calculated on the average
of his gross monthly compensation during the 24 months
preceding the date of the Board’s decision. This amount would
include any settlement granted with respect to the termination
of his currently suspended employment contract.
Didier Lombard has waived his right to receive attendance fees.
Contracts of other members of the Group Management
Committee include a clause providing a contractual termination
settlement not exceeding 15 months of their last total gross
annual compensation (including the contractual termination
benefi t).
33.2 Related-party transactions
The related party transactions summarized below cover the
main transactions carried out in the ordinary course of business
with associates, proportionally consolidated companies and
companies in which the Chairman of France Telecom’s Board
of Directors is a m ember of the Board of Directors, Supervisory
Board or Executive Committee.
Telecommunications services provided to French governmental
authorities, which are one of France Telecom’s largest
customers, as well as those to its various local and regional
authorities, are provided on an arm’s length basis.
2009 REGISTRATION DOCUMENT / FRANCE TELECOM
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