We uphold the AFEP-MEDEF Code of corporate governance for listed companies
(sometimes referred to as “the Code” – see the MEDEF website: www.medef.fr).
The Code results from the consolidation of the reports of 1995, 1999 and 2002
and the Recommendations of October 2008 regarding the compensation of
chief executive officers. The AFEP (“Association française des entreprises
privées”) and the MEDEF (“Mouvement des entreprises de France”) are
French associations gathering companies in private sector. Our Board of
Directors, at its meetings on October 29 and December 11, 2008,
confirmed, and then published its adherence to the AFEP and MEDEF
recommendations. The principles of the Code govern, among other things, the
operating rules of our Board of Directors and its Committees, as described in
the Board of Directors’ Operating Rules.
In addition, since our securities are listed on the New York Stock Exchange,
we make every effort to reconcile the principles referred to above with the
rules of the NYSE concerning corporate governance that apply to us, as well as
with the provisions of the U.S. Sarbanes-Oxley Act, which came into force in
2002. In this respect, we note, throughout 2008 Annual Report on form
20-F, Chapter 7, the main ways in which our corporate governance practices
are aligned with, or differ from, the NYSE’s corporate governance rules
applicable to U.S. “domestic issuers” listed on that exchange.
The AFEP-MEDEF code is based on specific principles which our policy in
terms of corporate governance largely mirrors, as outlined in the 2008 Annual
Report on form 20-F, Chapter 7; we explain in the chapter our alignment
with the Code, and, when applicable, the particular position of our
company.
Summary of Significant Differences Between Alcatel-Lucent’s
Corporate Governance Practices and the NYSE’s Corporate Governance Standards
for U.S. companies
This Code has been adopted by the Board of Directors of Alcatel
to promote honest and ethical conduct, proper disclosure of financial
information in the Company’s reports containing financial information, and
compliance with applicable laws, rules, and regulations by the Company’s senior
officers who have financial responsibilities.
Alcatel-Lucent has applied the strictest recommendations regarding corporate
governance, both in France and in the United States. One of these
recommendations is to increase the efficiency of the Board of Directors through
the creation of specialized committees which examine some of the most complex
issues in preparation for Board meetings.
Alcatel-Lucent's Board of Directors
Philippe Camus
Chairman of the Board of Directors
Appointed October 2008
Louis R. Hughes
Independent Director
Chairmand and Chief Executive Officer
of GBS Laboratories Inc.
Appointed December 2008
Ben Verwaayen
Chief Executive Officer and Director
Appointed September 2008
Sylvia Jay
Independent Director
Vice-Chairman of L'Oréal UK Ltd
Appointed November 2006
Daniel Bernard
Independent Director
Chairman of Provestis
Appointed November 2006
Jean C. Monty
Independent Director
Appointed December 2008
W. Frank Blount
Independent Director
Chairman and Chief Executive Officer of
JI Ventures Inc.
Appointed November 2006
Olivier Piou
Independent Director
Chief Executive Officer of Gemalto
Appointed December 2008
Carla Cico
Independent Director
Chief Executive Officer of Rivoli S.p.A. (Italy).
Appointed June 2010
Jean-Cyril Spinetta
Independent Director
President of the Board of Directors
of Air France - KLM
Appointed November 2006
Stuart E. Eizenstat
Independent Director
Appointed December 2008
Jean-Pierre Desbois
Board Observer
President of the Supervisory Board of "FCP" Actionnariat Alcatel-Lucent"
Bertrand Lapraye
Board Observer
Member of the board of the Healthcare and Insurance institution “La Boétie
Prévoyance”.
Jean Monty, President
Daniel Bernard
W. Frank Blount
Jean-Cyril Spinetta
Jean-Pierre Desbois (Board observer)
Responsibilities:
The Audit and Finance Committee’s role and operation meet
the requirements of the French order of December 8, 2008 and the
Sarbanes-Oxley Act, and follow the key recommendations of the various reports
on corporate governance. Its main areas of activity concern the company’s
accounts, internal controls, financial position and relations with our
Statutory Auditors.
Corporate Governance &
Nominating Committee
Daniel Bernard, President
W. Frank Blount
Stuart E. Eizenstat
Sylvia Jay
Responsibilities:
The role of our Corporate Governance and Nominating
Committee, as defined by the Board of Directors’ Operating Rules, is to:
• review questions related to the composition, organization and
operation of the Board of Directors and its committees;
• identify and propose to the Board individuals who are qualified to hold
the position of Director and serve on committees;
• develop and recommend to the Board a set of corporate governance
principles applicable to the company;
• oversee the evaluations of the Board and its committees;
• examine the succession plans for the Chairman of the Board, the
CEO and our Group’s other senior executives (Management Committee).
Compensation Committee
Jean-Cyril Spinetta, President
Sylvia Jay
Olivier Piou
Stuart E. Eizenstat
Responsibilities:
The role of our Compensation Committee, as defined by the
Board of Directors’ Operating Rules, is to study and make proposals to the
Board regarding compensation of the Directors, the Chairman, the CEO and the
key senior executives, to review policies related to the grant of stock options
and bonus shares to senior managers and employees, and to examine proposals to
increase the company’s capital in the form of an issuance of shares reserved
for employees.
Technology Committee
Louis R. Hughes, President
Olivier Piou
Jeong Kim
Philippe Keryer
Carla Cico
Jean-Pierre Desbois (Board observer)
Bertrand Lapraye (Board observer)
Responsibilities:
The role of the Technology Committee is to review key
technological strategies that underlie R&D and the launch of new products.
It must stay up to date with the progress of our scientific and technical
projects in cooperation with university and research centers.
Declaration on the compensation of the Company executive directors (.pdf, 28.32KB) The Compensation Committee of the Board of directors of Alcatel Lucent wishes to bring the following information with respect to the manner in which Mr. Philippe Camus, Chairman of the Board of directors, and Mr. Ben Verwaayen, Chief Executive Officer, are compensated.
