registration document France Telecom 2009 - Orange.com

2010 shareholders’ meeting
26
REPORT OF THE BOARD OF DIRECTORS OF FRANCE TELECOM ON RESOLUTIONS SUBMITTED
TO THE ANNUAL SHAREHOLDERS’ MEETING - FINANCIAL YEAR 2009
In particular, the purpose of the buyback program would be
(i) to enable the Company to cover its obligations relating to
debt securities giving access to share capital or to stock option
programs or any other type of share allocation to employees,
(ii) to ensure the liquidity of the France Telecom share under a
liquidity contract with an investment service provider (iii) to have
shares to deliver in exchange or in payment for external growth
transactions and (iv) to reduce the Company’s share capital.
As the proposed resolution does not provide for the right to
use the share buyback program in the event of a public offer
in relation to the Company’s shares under 232-15 of the
General Regulations of the Autorité des marchés fi nanciers, the
Company cannot continue said program if such a case occurs.
Moreover, when the shares are repurchased to encourage
liquidity, under said program, the number of shares taken into
account for the 10% calculation is the number of shares bought
after deduction of the number of shares resold during the term
of the authorization.
The Board of Directors would inform the shareholders, in its
annual report, of share purchases, transfers or cancellations
and of the appropriation and, where applicable, re-appropriation
of the shares acquired to the various goals pursued.
The Annual Shareholders’ Meeting would grant all powers to
the Board of Directors, with right of delegation, notably in order
to implement said delegation and to determine the terms and
conditions thereof.
The adoption of this resolution would terminate the authorization
granted to buyback shares in the ninth resolution of the
Combined Ordinary and Extraordinary Annual Shareholders’
Meeting of May 26, 2009.
Eighth resolution
Appointment of Mr Stéphane Richard as director
The Board of Directors, in this resolution, proposes that you
appoint Mr Stéphane Richard as a new director following his
appointment as Chief Executive Offi cer of the Company since
March 1, 2010. Said appointment would be made in accordance
with the terms provided for in Article 13 of the Bylaws, for a four
year period expiring at the close of the Annual Shareholders’
Meeting that approves the fi nancial statements of the year
ended on December 31, 2013, i.e. in 2014.
Stéphane Richard, 48, who joined the France Telecom
Group in September 2009, was appointed Deputy CEO with
responsibility for French Operations on October 5, 2009. He
became a corporate offi cer as Deputy CEO as from January 1,
2010 and CEO of France Telecom as from March 1, 2010.
Heretofore and since 2007, Stéphane Richard was principal
private secretary of the Minister for Economy, Industry and
Employment. Between 1992 and 2003, he acted as assistant
to the fi nancial director of Compagnie Générale des Eaux,
CEO of the Compagnie Immobilière Phénix, Chairman of CGIS
(Compagnie Générale d’Immobilier et de Services) which has
become Nexity. In 2003, he became the Deputy CEO of Veolia
Environnement and CEO of Veolia Transport. From 2003 to
2007, he was a director of France Telecom. Stéphane Richard
is a graduate of l’Ecole des Hautes Etudes Commerciales (HEC)
and of l’Ecole Nationale d’Administration (ENA).
Mr Stéphane Richard held 52,039 of the Company’s shares on
the date this report was drawn up.
Ninth and tenth resolutions
Election of the director representing the employee
shareholders
As the term of offi ce of Mr Stéphane Tierce, director representing
the employee shareholders elected by the Annual Shareholders’
Meeting of April 22, 2005, has expired, his successor should
be appointed.
Pursuant to Articles L. 225-23 and L. 225-102 of the French
Commercial Code, Article 13.3 of the Bylaws and regulations
of the relevant company mutual funds, the candidates to this
offi ce (principal and substitute) were appointed within each of
the Supervisory Boards of the company mutual funds holding
France Telecom shares.
At the close of said appointment procedure, two candidates,
representing the three mutual funds in question: France Telecom
Actions, Orange Success 2007 and Evolutis, were put to a vote
by your Annual Shareholders’ Meeting.
Each candidacy shall be accompanied by the candidacy of
a substitute called to act as elected director in the event of a
vacancy of the principal’s position.
The following candidates are thus proposed:
■ Mr Marc Maouche whose substitute shall be Mr Jean-Luc
Burgain;
■ Mr Jean-Pierre Borderieux whose substitute shall be
Mr Philippe Guillou.
Jean Pierre Borderieux, 52, is responsible for the matter of
remuneration/compensation within a trade union federation. He
has been a member of the Supervisory Board of a company
mutual fund (FCPE) “Evolutis” since its creation and he also
participates in the Supervisory Board of the FCPE “France
Telecom Actions”, “Orange Success 2007” and of the group
pension saving scheme (PERCO).
Following a university education as a senior scientist, completed
by a program of the l’Institut National des Télécommunications,
Jean Pierre Borderieux was a secondary level teacher then
coordinator of an investment network for La Poste’s fi nancial
products. He joined France Telecom in 1986, as a technical
executive, following which he carried out various duties,
including that of manager of the professional market and
manager of human resources. Jean Pierre Borderieux holds
1,053 France Telecom shares directly or via the mutual funds
of the Group.
26
2009 REGISTRATION DOCUMENT / FRANCE TELECOM
547