EDF / 2018 Reference document

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

Criteria

Company’s position

Objectives/Implementation by the Board

Professional experience and complementarity of profiles

The Board combines various profiles and skills.

The Board noted that directors have significant experience in fields of expertise related to EDF's activities and its strategy (particularly in the fields of energy, industry and at the international level), as well as in the financial field and in the Executive Management of large companies, and that most of the directors appointed by the Shareholders' Meeting have held directorships in other French or foreign companies. At the end of this review, the Board considered that the current complementarity of the profiles was likely to favour the deployment of the Group's strategy. Notwithstanding EDF group's strong international presence, the Board deemed that the deployment of the CAP 2030 strategy did not require the appointment of directors of foreign nationality in the short-term. On the other hand, the Board ensures that it has an adequate percentage of members with international experience. If necessary, the Board will review this target in the event of further changes in the Board members. Considering the presence of a controlling shareholder in the Company's capital, the Board of Directors deemed the current percentage of independent directors satisfactory. It therefore wished to maintain this proportion within the Board and set itself the objective of at least respecting the proportion of one-third of independent directors recommended by the AFEP-MEDEF Code.

Nationality

The Board of Directors does not have a director of foreign nationality.

4.

Independence

Today, the Board of Directors includes 5 independent directors, i.e. 41.7% independent directors out of the 12 directors taken into consideration for this calculation ( i.e. excluding directors representing employees).

Regarding the representation of women and men in the Executive Committee and sections 4.3.1 “Members of the Executive Committee” and 3.2.2.2 “Gender the results in terms of gender diversity in the top 10% of functions with the highest equality”. responsibility (Article L. 225-37-4 (6°) of the French Commercial Code), see

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EDF I Reference Document 2018