Areva - Reference Document 2016

A1

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS 3. Preparation and organization of the Board of Director’s work

PERMANENT GUESTS WITH AN ADVISORY ROLE

Such opposition, of which the Minister of Economy and the Minister of Energy are immediately informed by the author of same, ceases to have effect if, within a limit of fifteen days, it has not been confirmed by one of those ministers. Censors Pursuant to article 18 of AREVA’s Articles of Association, the Board of Directors renewed Mr. Pascal Faure and the CEA, represented by Mr. Christophe Gégout, in their role as censors in 2016 and in 2017. The censors assist the Board of Directors in the performance of its duties and attend its meetings without the right to vote. Each censor is appointed for a period of one year, which may be renewed without limitation. Secretary of the Board For 2016, Mrs. Malak Tazi, Legal Director of Governance, Companies and Securities and Finance, served as Secretary of the Board of Directors. In the absence of the latter, Mr. David Rubin was deputized for that role from July 28 to December 15, 2016.

Economic and Financial Comptroller General Mr. Bruno Rossi, appointed head of the Atomic Energy Control Mission of the General Economic and Financial Control Department by a decision of the Ministry of Economy, Industry and Employment on June 24, 2008, serves as the General Economic and Financial Comptroller of the company pursuant to decree no. 83-1116 of December 21, 1983, as amended. Mr. Rossi is represented byMr. Christian Bodin, Head of the Control Mission, alumnus of the École nationale d’administration, who exercises control of AREVA under his authority and in that capacity attends the meetings of the Board of Directors and of its specialized committees. Government Commissioner Mr. Laurent Michel, Director General for Energy and Climate by decree of December 19, 2012, serves as the Government Commissioner for the company pursuant to decree no. 83-1116 of December 21, 1983, as amended. In that capacity, he attends the meetings of the Board of Directors and of its specialized committees. By virtue of article 3 of decree no. 83-1116 of December 21, 1983 relative to the AREVA company, the deliberations of the Board of Directors become effective and valid if the Government Commissioner or the authority in charge of economic and financial control do not oppose them within five days following the Board of Directors meeting, if they attended it, or of the receipt of the minutes of the meeting. 3.2.1. MISSIONS The missions of the Board of Directors and the preparation and organization of its work are defined in the legislative and regulatory framework governing corporations in France ( sociétés anonymes ), in AREVA’s Articles of Association, and in the Rules of Procedure of the Board of Directors (1) . The Board of Directors determines the direction of the company’s activities and oversees its implementation. Except for the powers expressly attributed to the General Meetings of Shareholders, and subject to limitations as regards the company’s purpose, it may take up anymatter concerning the company’s operations and, through its deliberations, rules on matters concerning it. Within the framework of its mission, and without this list being exhaustive, the Board: p determines the company’s and the group’s strategic directions after receiving an opinion from the Strategy and Investments Committee; p designates the officers in charge of managing the company within the framework of this strategy and sets their compensation on a recommendation from the Compensation and Nominating Committee; p is kept informed of all significant transactions outside the company’s official strategy; p at any time of the year, carries out checks and controls as it deems necessary and has the documents it considers useful to the accomplishment of its mission sent to it; p defines the company’s financial communications policy and ensures the quality of information provided to the Shareholders and to the financial market, in particular through financial statements or in connection with major transactions;

3.2. RESPONSIBILITIES AND FUNCTIONING OF THE BOARD OF DIRECTORS

p is regularly informed by the Audit and Ethics Committee of the company’s financial position, cash position and commitments; it is also informed in a timely manner of the company’s liquidity position and makes decisions as necessary concerning its financing and debt position; p approves the financial statements, prepares the annual Management Report, convenes Annual General Meetings and sets the order of business for them; p approves the report of the Chairman of the Board of Directors on governance and internal control and riskmanagement procedures, as stipulated in article L. 226-37 of the French Commercial Code; p conducts an annual review of the company’s equal opportunity and equal pay policy; p may authorize the Chief Executive Officer to provide sureties, endorsements and guarantees in the company’s name; p may authorize the Chief Executive Officer to carry out the transactions described in paragraph 3.6. below. p approves the company’s annual budget and multi-year plan;

DISSOCIATION OF THE DUTIES OF CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

3.2.2.

Under the provisions of article L. 225-51-1 of the French Commercial Code, the Board of Directors opted to dissociate the duties of Chairman of the Board of Directors from those of Chief Executive Officer, with Mr. Philippe Varin performing the duties of Chairman of the Board andMr. Philippe Knoche performing the duties of Chief Executive Officer.

(1) The Articles of Association and Rules of Procedure are available on the AREVA website, www.areva.com.

319

2016 AREVA REFERENCE DOCUMENT