registration document France Telecom 2009 - Orange.com

administrative and management bodies and senior management
14
INTERNAL CONTROL AND RISK MANAGEMENT
The Claims Committee, which is chaired by the Executive
Director in charge of Group General Secretariat, and the France
Operators division, examines the Group’s main litigations and
commitments to guarantee that the related risks are taken into
consideration as accounting provisions or as unrecognized
commitments in the notes to the Group’s fi nancial statements.
The Committee met fi ve times in 2009, as part of the closing
process of the annual, half-yearly and quarterly fi nancial
statements.
The Group Risks Committee is placed under the authority
of France Telecom’s Chief Executive Offi cer and chaired,
by delegation, by the Deputy CEO in charge of Finance
and Information Systems. It reviews risk management, and
particularly identifi cation methods, risk mapping, and action
plans to reduce their impact. Within this framework, it reviews
and validates the Group’s annual program of internal auditing
and its half-yearly updates on the basis of a plan prepared
with the members of the Executive Committee and their
staff. It oversees implementation of the auditing program,
audit recommendations and plans for corrective action. It is
also informed of the main internal control work. In 2009, the
Committee met three times.
The Employment and Skills Committee, which is under
the authority of France Telecom’s Chief Executive Offi cer and
chaired by delegation by the Executive Director in charge of
Human Resources, is made up of members of the Executive
Committee or, by delegation, of their representatives. It plays
a key role in implementing the Group’s employment policy.
The Employment and Skills Committee examines restructuring
projects that may have a signifi cant impact on jobs and job
outlook in the Group’s business lines, divisions and countries. It
also looks at all plans for external hires in France. In this context,
it prepares recommendations to be submitted for the approval
of the Executive Committee, and, if necessary, to the employee
representation bodies. The Committee generally meets once
a week.
The Disclosure Committee is placed under the authority of
the Deputy CEO in charge of Finance and Information Systems.
It is chaired, by delegation, by the Group’s Deputy CFO and
includes the relevant directors within the accounting, legal,
internal audit, management control, investor relations and
communications departments. It ensures integrity, accuracy,
and compliance with applicable laws and regulations and
recognized practices and ensures the consistency and quality
of France Telecom’s fi nancial information. It carries out this
mission within the procedural framework for the preparation
and validation of fi nancial information as defi ned by the Group.
Accordingly, it examines all the fi nancial disclosures made by
France Telecom S.A., in particular the consolidated fi nancial
statements, the annual and half-year fi nancial reports, and the
quarterly fi nancial data, the Registration Document fi led with
the AMF and the American annual report (Form 20-F) fi led
with the SEC, and press releases with a fi nancial component.
In addition, the Committee looks at fi nancial communications
from the principal exchange-listed subsidiaries. It met 17 times
in 2009.
14.3 INTERNAL CONTROL AND RISK MANAGEMENT
France Telecom has introduced a continuous dynamic for
improving internal control.
The internal control system is made up of an organization,
procedures and controls implemented by the General
Management and all staff under the Board of Directors’
responsibility, and it was designed to give reasonable assurance
that the operational objectives would be met in accordance with
current laws and regulations and that the fi nancial information
is reliable.
Concerning the reliability of fi nancial information, France Telecom
has introduced an internal control organization based on the
internationally-recognized COSO (Committee Of Sponsoring
Organizations of the Treadway Commission) methods.
14.3.1 Internal Control Structure
and Framework
France Telecom’s internal control system uses the work done
by the General Management governance committees (see
Section 14.2.5 Group governance committees), the support
functions in charge of the Group’s control environment, and the
operating functions.
The Group’s internal control system is managed by its Internal
Control Department, which is part of the Finance Department.
The Audit and Risk Management Department and the Group
Fraud Prevention and Revenue Assurance Department
contribute to evaluating this system.
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2009 REGISTRATION DOCUMENT / FRANCE TELECOM
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