| chairman | members |
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| Audit Committee | Bernard Dufau (¹) |
José Luis Durán (¹) |
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| Governance and Corporate Social Responsibility Committee (³) | Muriel Pénicaud (¹) |
Caroline Angeli |
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| Strategy Committee | Stéphane Richard |
Ghislaine Coinaud |
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(¹) independent director. |
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audit Committee
The Audit Committee comprises at least three members appointed, for an indefinite 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 composition of the Audit Committee complies with the provisions of Article 14 of the Government Order of December 8, 2008 relating to the setting up of a specialized committee aimed at following-up questions relating to the preparation and control of accounting and financial information.
In this context, the committee ensures that the efficiency of the internal control and fi nancial risk management systems is monitored. It also examines the fi nancial statements and Management Reports and ensures that the information communicated to shareholders is both relevant and of good quality.
The responsibilities of the committee are detailed in Article 8 of the Internal Guidelines of the Board of Directors..
- financial expertise within the audit Committee
Aside from the financial and accounting expertise required of all its members, the Audit Committee must also include at least one person who qualifies as a financial expert, i.e. a person who has held a position at least equivalent to Chief Financial Officer, controller or auditor of a company comparable to France Telecom-Orange.
Charles-Henri Filippi was appointed member of the Audit Committee as financial expert by the Board of Directors on February 5, 2008, primarily due to his former position as Chairman and Chief Executive Officer of Crédit Commercial de France (CCF) and HSBC France.
governance and corporate social responsibility Committee
The Governance and Corporate Social Responsibility Committee consists of at least three members appointed by the Board of Directors upon the recommendation of its Chairman.
The committee is responsible for submitting recommendations to the Board of Directors relating to the appointment and compensation of corporate officers. It is kept informed by the Chief Executive Officer of appointments to the Group’s Executive Committee and may, at the request of the Chief Executive Officer, issue an opinion on the methods used to determine their compensation.
In addition, the committee examines the main guidelines of the corporate social responsibility policy emanating from discussions with the Group’s stakeholders. It also makes sure that the Group’s Code of Ethics is adhered to.
Article 9 of the Internal Guidelines of the Board of Directors details the responsibilities of the committee.
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 reviews the following proposals, among others: strategic agreements, partnerships, technological and industrial cooperation and signifi cant acquisitions and disposals of assets.
Article 7 of the Internal Guidelines of the Board of Directors details the responsibilities of the committee. This committee’s meetings may be opened to all Board members.
