EDF / 2018 Reference document

4.

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

4.2

MEMBERS AND FUNCTIONING OF THE BOARD OF DIRECTORS

4.2.1 In accordance with order no. 2014-948 of 20 August 2014 regarding governance and trading in state-owned companies, EDF is now administered by a Board of Directors consisting of three to eighteen members, including members appointed by the Shareholders’ Meeting, if applicable on recommendation from the French state in accordance with Article 6 of the order, a French State Representative chosen by the Minister for the Economy from the civil service in accordance with Article 4 of the order, and one third employee representatives elected in accordance with the provisions of the law of 26 July 1983 (1) . On the date of filing of this Reference Document, the Board of Directors has eighteen members: eleven directors appointed by the Shareholders’ Meeting, including five on ■ The Government Commissioner (2) and Head of the French State General Economic and Financial Supervisory Mission to the Company (3) and the Secretary of the Central Works Council attend the meetings of the Board of Directors, but are not entitled to vote. However, in accordance with Article L. 311-5-7 of the French Energy Code, based on law no. 2015-992 dated 17 August 2015 regarding the Energy Transition for Green Growth, the Government Commissioner is informed of the investment decisions and may oppose decisions, the realisation of which would be inconsistent with the objectives of the strategic plan prepared by the Company or with those of the multi-year energy programme (see section 1.5.2 “Public service in France”). Between 1 January 2018 and the date of filing of this Reference Document, no modifications were made to the membership of the Board of Directors. The terms of office of nine directors expiring at the Shareholders’ Meeting called to approve the financial statements for the fiscal year ended 31 December 2018 (see table “Summary presentation of the Board of Directors” below), the Shareholders’ Meeting to be held on 16 May 2019 will be called to approve the appointment and/or re-election of the members of the Board of Directors. recommendation from the French State; six directors elected by the employees; ■ one Representative of the French State. ■

MEMBERS OF THE BOARD OF DIRECTORS

Balanced representation of men and women - Diversity policy Feminisation of the Board of Directors In accordance with Article L. 225-18-1 of the French Commercial Code and the order of 20 August 2014, EDF is subject to the rules relating to the balanced representation of women and men on Boards of Directors and Supervisory Boards and the Company must comply with a proportion of no less than 40% of directors of each gender on the Board, excluding directors representing employees. At the date of this Reference Document, EDF’s Board of Directors thus includes seven women, including two of the directors elected by employees. Women thus make up 41.7% of the Board members taken into consideration to calculate this percentage (i.e. excluding directors representing employees). Other diversity criteria In accordance with the AFEP-MEDEF Code recommendations and Article L. 225-37-4 (6°) of the French Commercial Code, the Board of Directors periodically reviews the desirable balance in its membership and that of the Committees it creates, particularly in terms of diversity, with respect to criteria such as age, gender or professional qualifications and experience, and in terms of the percentage of independent directors. After reviewing the membership of the Board in light of these criteria and the Appointments and Compensation Committee's opinion, the Board of Directors meeting of 14 February 2019 defined a diversity policy applicable to its members and objectives that take into account the Group strategy, so that the membership of the Board encourages its deployment, and also takes into account the expectations formulated by the directors during the 2018 evaluation of the Board of Directors. In order to achieve a good balance in its composition, in connection with the Group's strategy and the missions entrusted to it, the Board considers that priority must be given to the search for skills and experiences that suit its challenges and a complementarity of profiles. The table below presents the criteria examined by the Board to define the diversity policy applied to its members, which will be implemented when the applications for the posts of directors are reviewed, and are subject to the Shareholders' Meeting to be convened on 16 May 2019:

Criteria

Company’s position

Objectives/Implementation by the Board

Directors' age

The directors appointed by the Shareholders’ Meeting are between 53 and 73 years old, with an average age of 63 years.

The Board considered that the current average age was satisfactory and decided that the age of the candidates would not be a decisive factor in their selection to the Director's post as part of the re-election of the Board, while remaining attentive to the limit of a third of the directors over the age of 70 years old (4) . The Board of Directors considered that the current ratio of 41.7% women was satisfactory, without excluding the possibility of reinforcing the number of women in the event of further changes in the membership of the Board.

Parity

To date, the Board has a total of 7 women, 2 of whom are directors elected by the employees, representing 41.7% women, excluding salaried directors.

The employee representatives mentioned in I of Article 7 of the order of 20 August 2014 are subject, for their election and their status, to the same provisions as those applicable (1) to employee representatives of companies subject to the law of 26 July 1983 (sections II and III of title II of the law). Article 15 of the order of 20 August 2014. (2) This mission exercises the French State’s economic and financial supervision of EDF, in accordance with Article 8 of decree no. 55-733 of 26 May 1955. It can exercise extensive (3) supervisory procedures. Article L. 225-19 of the French Commercial Code provides that, in the absence of an express provision in the articles of association with regard to an age limit applicable to (4) directors, the number of those over the age of 70 cannot be greater than one-third.

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EDF I Reference Document 2018