registration document France Telecom 2009 - Orange.com

26 STATUTORY
2010 shareholders’ meeting
AUDITORS’ REPORTS
26.3 STATUTORY AUDITORS’ REPORTS
Fiscal year ended December 31, 2009
Statutory Auditors’ special report on regulated agreements and commitments
with third parties
Dear Shareholders,
In our capacity as Statutory Auditors of your Company, we
hereby report on regulated agreements and commitments with
third parties.
Agreements and commitments authorized
during the year
Pursuant to Article L. 225-40 of the French Commercial
Code (Code de commerce), we hereby inform you that the
following agreements and commitments have received the prior
authorization of the Board of Directors.
The terms of our engagement do not require us to identify such
agreements and commitments, if any, but to communicate
to you, based on information provided to us, the principal
terms and conditions of those agreements and commitments
brought to our attention, without expressing an opinion on
their usefulness and appropriateness. It is your responsibility,
pursuant to Article R. 225-31 of the French Commercial Code,
to assess the interest involved in respect of the conclusion of
these agreements for the purpose of approving them.
■ With Mr Stéphane Richard, Deputy CEO then Chief
Executive Officer since March 1, 2010
Commitment in favor of Mr Stéphane Richard as from January 1,
2010, which became null and void on March 24, 2010
Pursuant to this commitment, should Mr Stéphane Richard’s
position as a senior corporate offi cer have been terminated,
the Board of Directors could have decided to grant him, in
respect of such termination of his corporate duties, a severance
payment representing a maximum amount of 18 months of his
compensation, calculated based on his total average gross
compensation during the 24 months preceding the date on
which the Board of Directors would have voted on this matter.
The Board of Directors at its December 2, 2009 meeting
had subordinated the possible granting of this payment
to the achievement of the following performance criteria:
Mr Stéphane Richard had to attain the objectives set by
the Board of Directors for the determination of his variable
compensation over the four half-years preceding the date on
which the Board of Directors would have voted on this matter.
Mr Stéphane Richard irrevocably waived his right to benefi t
from this commitment at the Board of Directors’ meeting held
on March 24, 2010.
■ Between your Company and the French State
Pursuant to this agreement, authorized by your Board of
Directors during its March 3, 2009 meeting, the French State,
as a shareholder, made a commitment to the Company, to vote
in favor of the third resolution proposed to the Shareholders’
Meeting of May 26, 2009 and to exercise the option in favor of
the partial payment of dividends in shares related to fi scal year
2008 and to thereby acquire the corresponding shares.
On June 30, 2009, the French State therefore received
17,410,945 shares, issued at a price of €16.01 per share for a
total amount of €278,749,230. The option to receive payment
of dividends in shares covers an amount of €0.40 per share.
■ Bewteen your Company and seven of its Directors
(Bernard Dufau, Claudie Haignère, Didier Lombard, Henri
Martre, Marcel Roulet, Henri Serres and Jean Simonin)
Pursuant to these agreements, authorized by your Board
of Directors during its April 28, 2009 meeting, the seven
aforementioned directors made a commitment to the Company
to exercise the option in favor of the payment of dividends in
shares in respect of all of their rights to such dividends and
thereby acquire the corresponding shares. The option to receive
payment of dividends in shares covers an amount of €0.40 per
share.
Agreements and commitments authorized
during previous years and having continuing
effect during the year
In addition, pursuant to the French Commercial Code, we have
been advised that the following agreements and commitments
authorized in previous years have had continuing effect during
2009:
■ With Mr Di dier Lombard, Chairman and CEO, then
Chairman of the Board of Directors since March 1, 2010
Commitment in favor of Mr Didier Lombard, which became null
and void on March 24, 2010
Pursuant to this commitment, should Mr Didier Lombard’s
position as a senior corporate offi cer have been terminated,
the Board of Directors could have decided to grant him, in
respect of such termination of his corporate duties, a severance
payment representing a maximum amount of 21 months of his
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2009 REGISTRATION DOCUMENT / FRANCE TELECOM