REGISTRATION DOCUMENT AND FINANCIAL REPORT - Iliad

16. FUNCTIONING OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES
16.3 INTERNAL RULES OF THE BOARD OF DIRECTORS AND DIRECTORS’ CODE OF CONDUCT
The Board of Directors’ code of conduct prohibits directors from trading in the securities of companies for which
they possess non-public information by reason of their positions.
In addition, directors are barred from buying or selling the Company’s shares during the fifteen calendar days
preceding the announcement of the Company’s quarterly, half-year and annual earnings.
16.4 INTERNAL CONTROL
16.4.1 Report on the conditions governing the preparation and organization of the work of the Board of
Directors and internal control procedures
In accordance with Article L. 225-37 of the French Commercial Code, and in addition to the management report
prepared by the Company’s Board of Directors, the Chairman of the Board of Directors hereby reports to you on
the conditions for preparing and organizing the work of the Board, and on the internal control procedures put in
place by the Company.
This report describes the conditions for preparing and organizing the work of the Board of Directors of Iliad SA
during fiscal year 2007. It also sets out the internal control procedures implemented within the Iliad Group.
16.4.1.1 Corporate Governance
The Company is headed by a Chief Executive Officer who is responsible for the Company’s management,
together with a number of Senior Vice-Presidents. At its December 12, 2003 meeting, the Board of Directors
elected to segregate the duties of Chairman of the Board of Directors and Chief Executive Officer. The Board of
Directors has not placed any specific restrictions on the powers of the Chief Executive Officer.
At December 31, 2007 the Board of Directors comprised the following nine members:
• Cyril Poidatz, Chairman of the Board of Directors
• Maxime Lombardini, Director and Chief Executive Officer
• Xavier Niel, Director and Senior Vice-President
• Olivier Rosenfeld, Director and Senior Vice-President
• Antoine Levavasseur, Director and Senior Vice-President
• Alain Weill, Director
• Jean-Louis Missika, Director
• Antoinette Willard, Director.
• Pierre Pringuet, Director.
In accordance with the criteria set out in the Board of Directors’ internal rules adopted on December 12, 2003, as
amended on February 9, 2005 and October 25, 2006, three directors qualified as independent: Alain Weill,
Antoinette Willard and Pierre Pringuet.
The directors were appointed at the Shareholders’ Meeting held on December 12, 2003, for a term expiring at the
close of the Shareholders’ Meeting to be held to approve the financial statements for the year ending
December 31, 2008, except for:
• Jean-Louis Missika, who was appointed at the Shareholders’ Meeting of June 28, 2004 for a period expiring
at the close of the Shareholders’ Meeting to be held to approve the financial statements for the year ending
December 31, 2009.
94 - Iliad – Registration Document 2007