The operator wants to pay 475,000 euros to its former president. Voting consulting agencies recommend voting against at the general meeting of May 19.
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For his last general assembly at Orange, on May 19, Stéphane Richard will not leave under unanimous vasts. The premium of 475,000 euros that the telecom operator wishes to pay to his future ex-president arouses the misunderstanding of the “proxy Advisors”, these consulting agencies in voting that blow in the ear of large shareholders. The Americans Glass Lewis and Iss, as well as the French Proxinvest, recommend voting against the remuneration plan for 2022 of the leaders of Orange, whose salary of Mr. Richard for his four and a half months to the presidency and his bonus.
Compared to files that had been controversial in the past, like the 13.7 million euros affected by Michel Combes when he left Alcatel-Lucent in 2015, the 475,000 promised to Mr. Richard are not extravagant. But voting consulting agencies judge this gesture “unjustified”.
“The board of directors decided that it was not normal to let Stéphane Richard go without a minimum after all his action at the head of the group for twelve years. It is nothing else: no Non-competition clause, no hat retreat … “, retorts Nicolas Guérin, secretary general of Orange, for whom” these criticisms are unfair and the amount is not indecent “. The operator insists in particular on the support of Mr. Richard throughout the process of recruiting his successor to the general management, Christel Heydemann. But according to ISS, “the establishment of a succession plan is considered to be an ordinary mission of the board of directors, in this case chaired by Stéphane Richard. As such, the accomplishment of this task would therefore be rewarded two once, once by its annual remuneration and a second time by this exceptional remuneration “.
Above all, the agencies recall that Mr. Richard’s resignation from his functions as director general results from his conviction on appeal in November 2021 for complicity in the embezzlement of public funds in the Tapie case. “Rewarding a forced departure after a conviction for complicity in the embezzlement of public funds may seem surprising,” says ISS. “His conviction is of the order of the private sector and this affair has never had an impact on the activity of Stéphane Richard as CEO nor on that of Orange”, replies Mr. Guérin.
Another subject of potential annoyance: the arrival of Jacques Aschenbroich to the presidency of Orange. Glass Lewis, Iss and Proxinvest recommend voting against his appointment. In question: his accumulation of mandates. In addition to his future position at Orange, Mr. Aschenbroich will keep the presidency of Valeo, potentially until the end of 2022, and will occupy two seats of directors at BNP Paribas and Total. Glass Lewis fears that “this combination of posts prevents” Mr. Aschenbroich “from devoting the time necessary to assume the required responsibilities of a member of the Board of Directors”.
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