EDF / 2018 Reference document

CORPORATE GOVERNANCE Corporate Governance Code

AFEP-MEDEF Code recommendation

Relevant section of the Reference Document

Company’s position

Explanation

Requirement for corporate officers to hold shares Recommendation no. 22: “The Board of Directors defines a minimum number of registered shares that the corporate officers must retain through to the end of their term of office. This decision is reviewed at least on each extension of their term of office. (…) Until this objective regarding the holding of shares has been achieved, the corporate Officers will devote a proportion of exercised options or awarded performance shares to this end as determined by the Board ”. Rules for the distribution of directors’ fees Recommendation no. 20.1: The method of distribution of directors’ compensation “should take into account, in such ways as it shall determine, the directors’ actual attendance at meetings of the Board and Committees, and the amount shall therefore consist primarily of a variable portion ”.

The Board of Directors has not set rules for the holding by the Chairman and Chief Executive Officer of a minimum number of the Company’s shares.

The Chairman & Chief Executive Officer does not receive directors’ fees. His compensation is limited in accordance with decree no. 53-707 of 9 August 1953 modified by decree no. 2012-915 of 26 July 2012. Finally, the Company has not put in place a stock and/or performance stock option plan in favour of the Chairman and Chief Executive Officer. Accordingly, it was decided to not implement this recommendation. Furthermore, the executive corporate officer must also act in the Company’s best interests, irrespective of the number of company shares they hold personally. Special distribution rules were adopted, which in particular take account of the level of responsibilities and the time spent by the directors on their duties. Though the variable share of compensation paid in directors’ fees that compensates the actual presence of directors is not preponderant, the Company considers that it is nonetheless significant, insofar as it accounts for 50% of the total budget of directors’ fees and, as recommended by the AFEP-MEDEF Code, as it is appropriate to the level of responsibilities assumed by the directors and to the time that they must spend on their duties.

See sections 4.6.1.1 (“Total compensation of the Chairman and CEO”), 4.6.2 (“Stock options - Bonus shares”).

4.

A significant but not “preponderant” share of the directors’ fees is dependent upon actual attendance by the directors of the Board and Committee meetings.

See section 4.6.1.3 (“Total compensation of directors”).

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EDF I Reference Document 2018