EDF / 2018 Reference document

2.

RISK FACTORS AND CONTROL FRAMEWORK Control of Group risks and activities

The Legal Department and the Contract 2.2.1.4.3 Management Department The Legal Department The Legal Department, which reports to the General Secretary, is tasked with protecting the Group’s interests and securing its activities, by providing support, advice and expertise. The Group's Legal Risk Management Steering policy, validated in 2018, defines its scope of activity. The legal department, headed by the Group General Counsel, is composed of the Legal Department of the EDF Group and those of the subsidiaries. The legal department is systematically involved, as early as possible, with cases and projects involving challenges, in order to safeguard against any potential legal impacts. In this capacity, it notably carries out the following tasks: managing the main disputes in which the Group is a plaintiff or defendant (1) ; ■ supporting the Group's strategy and safeguarding high-stake activities; ■ supporting the business lines in the preparation of structural operations and the ■ negotiation of high-stake contracts, while ensuring the protection of the Group's commercial, industrial and financial interests and in particular the protection of its brands, expertise, know-how, data and inventions; monitoring of legislative and regulatory changes, raising alerts and carrying out ■ actions to raise awareness. The Legal Department also organises a secure process to inventory and digitise the major contractual commitments of EDF and of certain subsidiaries known as the “contrathèque”, to ensure that knowledge and control of EDF’s sensitive contractual assets is guaranteed. The Legal Department specifies, via the policy on governance of the subsidiaries and shareholdings, the conditions for the creation of each new legal entity, the procedures for appointing the corporate officers and expectations in terms of quality of governance within the Group. The Contract Management Department Improved management of contracts entered into by EDF is a major issue in controlling operations, deadlines and associated costs. It is the role of the Contract Management function which aims to improve the management of risks and create opportunities in the management of its contracts. This function calls upon Contract Managers positioned in the business lines throughout the contractual process. It is an additional line of defence in the management of contracts organised between corporate and the divisions. The Contract Management Department, which reports to the General Secretary, is responsible for structuring this function, leading the Contract Management process, measuring its performance and professionalising the players. The Group Ethics and Compliance 2.2.1.4.4 Department Reporting to the General Secretariat, the Group Ethics and Compliance Department (DECG) is responsible for disseminating knowledge of, and compliance with, the Group's ethical values, as well as the main regulations to which the Group is subject by virtue of its activity and geographical locations, in order to prevent the risk of sanctions. It federates and controls the Group compliance activities and aims to defend and promote the Group's culture of integrity, for the benefit of its image and reputation. It reports to the Executive Committee and the Governance and Corporate Responsibility Committee of the Board of Directors. The DECG implements the Group Ethics and Compliance programme, initiated by the Chairman of the Group on 16 December 2015, based on the following standards (see section 3.5.1 "Ethics and Compliance"): the Group Ethics and Compliance Policy (PECG), validated by the Executive ■ Committee on 17 May 2016, which compiles the main rules that Managers must know, respect and ensure compliance with in their entities, in strict accordance with the risks of these entities. The PECG is supplemented by instruction notes and support guides to facilitate its deployment, including integrity checks on

business relations, business ethics for trading in securities, personal data protection, fighting against fraud, gifts and invitations. The PECG is the supra-reference to the Group Ethics Charter and the Ethics and Compliance Code of Conduct, which can be updated according to new applicable regulations and is subject to audit; the Group Ethics Charter built around the Group's three values (Respect, ■ Solidarity, Responsibility), which defines the requirements that should guide the actions and conduct of the Group employees on a daily basis. An updated version of the 2013 Charter will be deployed in 2019; the Ethics and Compliance Code of Conduct published on 1 June 2017 and set ■ out in the entities internal regulations, which constitutes the reference document for the prevention of corruption and applies to all employees (requirements of the Sapin II Law); the EDF Group ethics and compliance whistleblowing system, which allows ■ employees and external collaborators (temporary staff, employees of a service provider, etc.) or occasional employees (fixed-term contracts, apprentices, trainees, etc.) of the Group, as well as third parties to make a report in accordance with the "Sapin II" Law of 9 December 2016, relating to transparency, the fight against corruption and the modernisation of economic life, and the "Duty of Vigilance" Law of 27 March 2017 relating to the duty of care of parent companies and ordering companies; training and awareness-raising actions for managers, directors and employees ■ and support for the network of Entity Ethics and Compliance Officers (ECO) in their missions. The Sustainable Development 2.2.1.4.5 Department The EDF Group takes into account the issues relating to sustainable development and includes them in its overall strategy. The CAP 2030 strategic project aiming to make EDF “an efficient and responsible electricity producer, champion of low-carbon growth” has set new prospects for the Sustainable Development and Environmental approach of the Group, including six corporate social responsibility goals explained in section 3.1.2 "Committed to sustainable development" of this Reference Document. The Sustainable Development Committee (SDC) serves as the Environmental Management Board at the Group level and is in charge of coordinating the environmental management system in accordance with ISO 14001. The EDF group maintains its ISO 14001 certification obtained for the first time on 9 April 2002. The scope of certification encompasses EDF, several French subsidiaries (including Dalkia, Électricité de Strasbourg, EDF Renewables, Citelum, etc.), and a number of international subsidiaries including EDF Energy, EDF Luminus, EDF Trading and Edison. The processes implemented as part of this certification help to reinforce the control of the Group’s environmental risks, in particular with regard to regulatory aspects and priority environmental issues by assuring its stakeholders of a structured and tailored organisation. All of the requirements relative to sustainable development at Group level are listed in the Group Sustainable Development policy, including, in particular, the requirements related to the challenges of climate change. The process of mapping climate-related risks and opportunities is included in the definition of EDF's strategies. An action plan provides for the updating of the Climate Change Strategy (mitigation and adaptation) taking into consideration physical, financial and societal effects. The Sustainable Development Department has the task of organising the management, coordination and control of this policy, for which the implementation and control are the responsibility of the divisions and entities of the Group. The Corporate Social Responsibility Strategy Committee was set up in December 2018, in order to better coordinate all the CSR issues of the various Group entities and to ensure strategic management. The Corporate Social Responsibility Strategy Committee will monitor in particular the EDF Group's commitments in the area of the six CSRGs, the carbon commitment, the CSR agreement and the EV100 commitment.

xE cluding (i) disputes related to tax law, managed by the Financial Department, (ii) certain disputes related to employment law managed by the National Employment Law Division (1) of the human resources department.

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EDF I Reference Document 2018