Hommes et femmes en réunion, diversté

Board of Directors' specialised committees

The Board of Directors is supported by the work of three specialised committees.

Their mission is to provide informed input for the Board’s discussions and facilitate decision-making. These committees meet as often as necessary.

Their operating methods and areas of responsibility are determined by the Board of Directors' internal regulations. In accordance with the AFEP-MEDEF corporate governance code for listed companies, Independent Directors perform an important role.

Orange also believes that each committee can benefit from having at least one director representing the public sector and at least one director representing its employees.

Governance and Corporate Social and Environmental Responsibility Committee

Strategy and Technology Committee

Chairman

Frédéric Sanchez (1)

(1) independent director. (2) as representing Bpifrance Participations

Audit Committee

The Audit Committee has at least three members, appointed for an indefinite term by the Board of Directors, based on recommendations from the Governance and Corporate Social and Environmental Responsibility Committee.

The Chairman of the Audit Committee is chosen from among the Independent Directors.

The Audit Committee's composition is compliant with the provisions of Article 14 of the French Decree of 8 December 2008 concerning the creation of a specialised committee, and also with the “CSRD” European directive which had been transposed by the French ordonnance of 6 December 2023. This specialised committee is designed to monitor matters relating to the preparation and control of accounting and financial information as well as sustainability information.

Within this framework, the Committee ensures that risk management and internal control systems are in place, and monitors their effectiveness. It also reviews the management reports and accounts and ensures the relevance and quality of the information provided to shareholders.

The Audit Committee's missions are detailed in Article 7 of the Board of Directors' internal regulations.

Financial expertise within the Audit Committee

In addition to the accounting and financial expertise required for all its members, the Audit Committee must also include at least one person who qualifies as a financial expert. To qualify as the latter, a person must have held positions at least equivalent to Chief Financial Officer, Accounting Director or Auditor in a similar company to Orange.

On 23 May 2023, the Board of Directors appointed Gilles Grapinet as the financial expert within the Audit Committee.

Governance and Corporate Social and Environmental Responsibility Committee

The Governance and Corporate Social and Environmental Responsibility Committee has at least three members, appointed by the Board of Directors based on recommendations from its Chairman.

The Committee's missions are detailed in Article 8 of the Board of Directors' internal regulations.

Its members are responsible for submitting proposals to the Board of Directors concerning the appointment and remuneration of corporate officers. Chief Executive Officer informs the Committee of appointments to the Group's Executive Committee and the Committee may give its opinion on how their rate of pay is calculated.

In addition, the Committee reviews the policy, main orientations and results of the Group's policy in terms of sustainability and Social and Environmental Responsibility, based on all the information published by the Group in social and environmental matters (including the reporting required by the CSRD), and the discussions with the Group's stakeholders. It also ensures that the Group's Code of Ethics is adhered to and is informed about the implementation of compliance programs.

See the Board of Directors' Internal guidelines

Strategy and Technology Committee

The Strategy and Technology Committee has at least three members, appointed by the Board of Directors based on recommendations from its Chairman.

The Committee's missions are detailed in Article 9 of the Board of Directors' internal regulations.

The principal remit of this Committee is to review the Group's policies with regard to strategy and technology. It is particularly concerned with major multi-year projects and the logic and resilience of these Group policies, as well as the strategy for technological partnerships.

Orange objectives for innovation and research are also reviewed by the Committee, along with the Group’ added value in terms of products, services and usage. It also assesses Group performance with reference to criteria relating to the Committee’s areas of expertise.