committees of the Board of Directors

Pursuant to the guidelines set out in the Afep-Medef code, the Board of Directors created the following three specialized committees: the Audit Committee, the Governance and Corporate Social Responsibility Committee and the Strategy Committee, to assist in preparing its decisions.Their respective areas of responsibility are set out in the Internal Guidelines of the Board of Directors.
The committees report to the Board on their work and comments and submit their opinions, proposals or recommendations.

Audit Committee
The Audit Committee comprises at least three members appointed for an indefi nite term by the Board of Directors on the recommendation of the Governance and Corporate Social Responsibility Committee. The Chairman of the Audit Committee is chosen from the independent Directors.
The Audit Committee met 8 times in 2011. It met regularly with France Telecom’s senior management and the main managers of the Group’s Finance Department; in particular the Director of audit and risk control, the Director of internal control and the Statutory Auditors, in order to examine their respective action plans and the implementation of these plans.


Governance and Corporate Social Responsibility Committee
The Governance and Corporate Social Responsibility Committee comprises at least three members appointed by the Board of Directors on the recommendation of its Chairman.
The Committee met 9 times in 2011. Since beginning 2010, its remit has been extended to examining the main risk and opportunities in relation with the environment, the Group’s policies concerning industrial relations, all the information published by the Group in relation with the society and the environment and the main orientations of its Corporate Social Responsibility policy.

Strategy Committee
The Strategy Committee comprises at least three members appointed by the Board of Directors on the recommendation of its Chairman. The latter chairs the Committee. The Chairman of the Audit Committee attends meetings of the Strategy Committee.
The Committee met once in 2010 to examine the Group’s international development strategy and the strategic guidelines in the medium term. When necessary, this Committee’s meetings may be open to all Board members.



Board of Directors Committees structure