Governance

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.


Board of Directors

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.

Philippe Camus, Chairman of the Board of Directors, Alcatel-Lucent

Philippe Camus
Chairman of the Board of Directors
Appointed October 2008
Biography

 

Louis R. Hughes, Independent Director, Alcatel-Lucent

Louis R. Hughes  
Independent Director
Chairman of InZero Systems
Appointed December 2008
Biography

 

Michel Combes, Chief Executive Officer and Director, Alcatel-Lucent

Michel Combes
Chief Executive Officer and Director
Appointed April 2013
Biography

 

Lady Sylvia Jay, Independent Director, Alcatel-Lucent

 

Véronique Morali 
Independent Director
Appointed May 2014
Biography

 

Daniel Bernard, Independent Director, Alcatel-Lucent

Francesco Caio
Independent Director
Appointed May 2014
Biography

 

Jean C. Monty, Independent Director, Alcatel-Lucent

Jean C. Monty 
Vice-Chairman of the Board
Independent Director
Appointed December 2008
Biography

 

Kim Crawford Goodman, Independent Director, Alcatel-Lucent

Kim Crawford Goodman 
Independent Director
President of American Express Global Business Travel
Appointed December 2012
Biography

 

Olivier Piou, Independent Director, Alcatel-Lucent

Olivier Piou 
Independent Director
Chief Executive Officer of Gemalto
Appointed December 2008
Biography

 

Carla Cico, Independent Director, Alcatel-Lucent

Carla Cico  
Independent Director
Appointed June 2010
Biography

 

Jean-Cyril Spinetta, Independent Director, Alcatel-Lucent

Jean-Cyril Spinetta 
Independent Director
Honorary Chairman of Air France - KLM
Appointed November 2006
Biography

 

Stuart E. Eizenstat, Independent Director, Alcatel-Lucent

Stuart E. Eizenstat 
Independent Director
Appointed December 2008
Biography

 

 
 
 

Gilles, Le Dissez, Board Observer, Alcatel-Lucent

Gilles Le Dissez
Board Observer
President of the Supervisory Board of "FCP" Actionnariat Alcatel-Lucent
Biography

 

Bertrand Lapraye, Board Observer, Alcatel-Lucent

Bertrand Lapraye  
Board Observer
Member of the Supervisory Board of Actionnariat Alcatel-Lucent mutual fund (FCP 2AL)
Biography

 


Committees of the Board

Audit and Finance Committee

Jean Monty, Chairman
Daniel Bernard
Louis R. Hughes
Jean-Cyril Spinetta
Bertrand Lapraye (Board observer)
Gilles Le Dissez (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, Chairman
Stuart E. Eizenstat
Lady Sylvia Jay
Olivier Piou

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, Chairman
Lady 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, Chairman
Carla Cico
Kim C. Goodman
Olivier Piou
Philippe Keryer
Bertrand Lapraye (Board observer)
Gilles Le Dissez (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.


Compensation of Directors


Transaction on Alcatel-Lucent Securities

The directors have purchased shares in February 2013, pursuant to the commitment to acquire and hold shares and which is tied to the additional portion of attendance fees. In application of the decision of the shareholders’ meeting of June 1, 2010, the amount of the additional portion is to be divided equally among the directors and the amount received (after tax) must be invested in shares of the company. The directors must hold the same throughout their terms of office as a Director.

The Chairman of the Board of directors and the CEO do not receiving any Directors’ fees, the commitment to purchase and hold shares does not apply to them.

2013 (IN FRENCH ONLY)

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2012 (IN FRENCH ONLY)

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2009 (IN FRENCH ONLY)

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2006 (IN FRENCH ONLY)