Jacques Aschenbroich appointed non-executive chairman of Orange

The Annual General Meeting of Shareholders (AGM), which was chaired by Stéphane Richard earlier today, voted in favor of the appointments of Jacques Aschenbroich and Valérie Beaulieu-James as independent Directors for a period of four years. At a Board meeting held after the AGM, Jacques Aschenbroich was then elected Non-executive Chairman of the Group’s Board of Directors. In addition, the Board confirmed Christel Heydemann as Chief Executive Officer and Ramon Fernandez as Delegate Chief Executive Officer.

During this meeting, Jacques Aschenbroich expressed his gratitude for the support of all Orange stakeholders. He also congratulated Valérie Beaulieu-James on her election as a new Board member, as well as Christel Heydemann on her renewal as Chief Executive Officer of Orange and Ramon Fernandez as Delegate Chief Executive Officer.

Jacques Aschenbroich confirmed his commitment to working closely with all Board members in order to ensure that the Group’s new structure, with a separate Chairman and CEO, is exemplary in terms of corporate governance. He also wished full success to the new management team. Finally, he thanked Stéphane Richard, who today reached the end of his term as the Group’s Chairman, for his commitment at the head of Orange for the past twelve years.

The proposed ex-ante compensation policy for 2022 was given limited approval by shareholders with only 50.55% of votes. Diverse criticisms were expressed by the different investors leading to many of them abstaining or voting against the bundle resolution proposed on this issue this year.

Following the Annual General Meeting, the Board of Directors noted the unusually low level of support of the Group’s ex-ante compensation policy and reviewed the different types of criticism leveled against it. The Board also noted the decision by Stéphane Richard and announced on Tuesday 17 May to waive the exceptional compensation that the Board had proposed for 2022.

As a result, the Board has made a commitment to presenting separate resolutions next year for the compensation policies of each corporate officer. It also asked the Governance and Corporate Social & Environmental Responsibility Committee to inform it of any proposition that could further improve the dialogue between the company and its shareholders.

Finally, following these changes to the Group’s governance, the new Board of Directors has a 63.63% independence rate within the meaning of the France Afep-Medef code. In terms of gender balance, the Board’s female representation rate is 45% in accordance with the applicable legal provisions (i.e. excluding the three employee Directors and the Director representing employee shareholders).

CT Bureau