Exhibit 97.1
CLAWBACK POLICY
Preamble
On February 15, 2023, the Board of Directors of Orange SA adopted the present clawback policy (the "Policy"), the terms and conditions of which are described below, to take into account changes in the U.S. rules applicable to Orange SA in connection with its listing of securities on the New York Stock Exchange (NYSE).
Purpose
The purpose of the Policy is for Orange SA to recover any Variable Compensation received by a Covered Corporate Officer during a Recovery Period in the event of a Material Accounting Restatement.
The implementation of the Policy, where applicable, will be carried out on the recommendation of the GCSERC, which is responsible for proposing the compensation of Corporate Officers to the Board of Directors.
Definitions
Clawback principle
On the recommendation of the GCSERC, in the event that the Company has to make a Material Accounting Restatement, the Board of Directors will require any Covered Corporate Officers, and for the Recovery Period in respect of which this Material Accounting Restatement occurs, that he or she reimburse to the Company, within a reasonable timeframe, the Recoverable Compensation relating to the Recovery Period.
No repayment will be required if the Accounting Restatement is not a Material Accounting Restatement.
This Policy will be applied to Executive Committee members subject to compliance with applicable law and the sovereign discretion of the courts.
In the absence of repayment by the Covered Corporate Officers, the Company will bring an action for recovery of undue payments against the Covered Corporate Officers.
Corporate Officers subject to the Policy
In principle, the following are and will be covered by the Policy:
- Executive and non-executive corporate officers responsible for an operating division, another division or a support function (commercial, administrative or financial), those with the power to draft policies for the Group, and those of the Company's corporate officers referred to by name in applicable U.S. regulations as Covered Corporate Officers;
- Officers who are present in that capacity during all or part of the Recovery Period.
As of the date of adoption of the Policy, some of the non-executive corporate officers of Orange (Chairman of the Board, directors other than the Chief Executive Officer) are not covered by the Policy.
At the date of entry into force of the Policy, the Company's Covered Corporate Officers are:
- The Chief Executive Director;
- All members of the Executive Committee; and
- the Group Chief Accounting Officer.
Recoverable Compensation
Variable Compensation Received will only be considered as Recoverable Compensation if: (i) it is received after such Covered Corporate Officer has begun to perform their duties as an Covered Corporate Officer; (ii) the Covered Corporate Officer has been in such capacity during the Recovery Period; and (iii) it is received after the date of entry into force of the Policy and at a time when the Policy must be applied in accordance with U.S. regulations.
With respect to Variable Compensation Received based on the Orange share price or TSR that cannot be mathematically recalculated directly from the information contained in a Material Accounting Restatement, the amount of such Variable Compensation Received that will be considered as Recoverable Compensation will be based on a reasonable estimate of the impact of the Material Accounting Restatement on the share price or TSR taken into account in determining the Variable Compensation Received . The GCSERC will carry out this reasonable estimate itself or have it carried out by any person or entity it appoints, which must be duly documented.
Recovery Period
Under the Policy, for the purposes of determining the Recovery Period, the date on which the Company is required to prepare an Accounting Restatement is the earlier of the following two dates: (i) the date on which the Board of Directors, the Audit Committee or General Management, as applicable, determines, or should reasonably have determined, that the Company is required to prepare a Material Accounting Restatement, and (ii) the date on which a court, regulator or other legally authorized body orders the Company to prepare a Material Accounting Restatement.
Miscellaneous provisions relating to the implementation of the Policy
Exceptions to recovery by the Company
The Company is required to recover all Recoverable Compensation Received by a Covered Corporate Officer in the event of a Material Accounting Restatement, unless one of the following conditions is met and the GCSERC has determined that recovery would be impracticable, in accordance with the provisions of CFR Section 240.10D-1, because:
- The direct expenses that would have to be paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered;
- Carrying out the recovery would violate a law of the home country of a Covered Corporate Officer adopted before November 28, 2022, the date of publication of the U.S. clawback rules; or
- Carrying out the recovery would have certain effects on otherwise tax-qualified retirement plans under U.S. law, from which Covered Corporate Officers may benefit.
Prohibitions
The Company is not entitled to insure or indemnify any Covered Corporate Officer against the loss of any Recoverable Compensation.
Implementation and interpretation
The GCSERC will implement the Policy in accordance with the provisions of CFR Section 240.10D-1 and any interpretative guidance issued thereunder.
The Policy may be amended at any time by the Board of Directors, in particular to correct any clerical error, rectify any omission or clarify any ambiguity or inconsistency.
The GCSERC will ensure that the U.S. rules are properly taken into account in the compensation packages of the Covered Corporate Officers, in particular the executive corporate officer(s), and will liaise with General Management in respect of the Company's salaried corporates officers.
Policy communication
The Policy will be filed and publicly disclosed as an appendix to Orange's annual report on Form 20-F filed with the U.S. Securities and Exchange Commission following the Effective Date, and disclosed to the public in France in accordance with applicable disclosure requirements.
As applicable, any recovery requested by the Company under the terms of the Policy will be disclosed in accordance with applicable U.S. and French regulations.
Effective date of the Policy
The Policy shall come into force on the deadline set by the NYSE in the Listing Rules published in application of the CFR, i.e. on October 2nd, 2023.