EDF / 2018 Reference document

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

2018 Annual evaluation The 2018 annual evaluation was carried out internally via a detailed questionnaire, which is updated each year taking into account current issues pertaining to the Company and the Board and the expectations expressed by directors during previous evaluations. This questionnaire was reviewed by the Governance and Corporate Social Responsibility Committee before being sent to the directors. Including both closed-ended questions, enabling statistical monitoring of the answers provided by directors, and open-ended questions, enabling directors to give detailed answers, provide qualitative observations and propose changes, this questionnaire is filled in anonymously by directors then analysed by the Board’s Secretariat. The evaluation covered the following fields: organisation of meetings of the Board of Directors and of the Committees and ■ conduct of meetings; assessment of subjects discussed and information provided; ■ working methods of the Board and of the Committees and interactions between ■ the Board and the Committees; feedback on the Board's strategic seminar and the executive session held in ■ 2018; relations between the Board and the Chairman and Executive Management and ■ assessment of the balance of powers between the Chairman and the Board; personal opinion on the governance of the Company, expectations and ■ suggestions, in particular in view of the re-election of the Board of Directors in 2019. The results of this evaluation, which were examined by the Governance and Corporate Social Responsibility Committee on 29 November 2018 and presented to the Board on 14 February 2019, showed that the directors were generally satisfied with the functioning of the Board and of the Committees, with overall satisfaction rates on the rise on most topics covered by the evaluation. The information provided to the Board were deemed to be satisfactory. The directors were satisfied with the functioning of the Committees and considered that their work helped the Board with regard to decision-making. Directors appreciated the strategic seminar held in 2018. The balance of powers between the Board and the Chairman and Chief Executive Officer was deemed satisfactory and the Board’s internal rules of procedure in line with its needs. Generally, a large majority of directors considered that the functioning of the Board is satisfactory, with regard to good practices in terms of corporate governance, and that it is also improving. The areas for improvement identified by directors included: enhancing the monitoring of performance and of value creation by the Company in 2019; spending less time on the presentation of topics during meetings in order to allocate more time to discussions and maintaining the organisation of an annual executive session. Information and training of directors – 4.2.2.6 Digitalisation The Chairman and Chief Executive Officer ensures that the directors have the necessary information for them to carry out their functions. This information is provided to them as soon as possible to enable them to carry out their work under the best conditions.

Under the terms of the Board’s internal rules of procedure, it periodically receives information on the financial, treasury and off-balance sheet commitments position of the Company and the Group, as well as information on the performance of the Company’s principal subsidiaries on the occasion of the presentation of the annual and half year financial statements, in addition to the purchasing and human resources policy. The Board of Directors is regularly informed of changes to the Company’s markets, competitive environment and the main challenges facing the Company, including in the field of corporate social, societal and environmental responsibility. A document reviewing the Group’s current major sectors of business and the market trends, as well as the economic, financial and institutional context is regularly submitted to the Board of Directors. The Company also provides them with any information that may be appropriate between the meetings of the Board, particularly where it is of an urgent or important nature. The directors can add to this information by meeting with the principal executives of the Company or Group, without the Chairman’s presence being necessary, to discuss issues on the Board’s agenda. Each director can receive additional training in the specific characteristics of the Company and the Group, their business activities and their field of activity. In addition, information meetings are organised on complex matters or issues of major strategic importance, together with any training requested by members. In 2018, a special information meeting of the Board of Directors was dedicated to electricity storage, following the launch of the EDF Storage Plan (see section 3.2.4.6.1 “EDF Storage Plan”), and the directors visited an EDF research and development site and an Edison gas-fired plant in Italy. Since 2016, the Board of Directors has been using a digital management platform, which allows for the smooth, swift and secure availability of Board and Committee files. Obligations and duties of the directors 4.2.2.7 The internal rules of procedure of the Board of Directors state that its members are subject to obligations such as: acting in the corporate interest of the Company, informing the Board of situations of conflict of interest (see also section 4.4.1 “Conflicts of interest”), and refraining from contributing to the discussions and voting on any decision in which there might be a conflict of interest, fulfilling the obligation of confidentiality, carrying out their mandate with diligence and commitment, and complying with the EDF Stock Exchange code of ethics. In addition to the right to obtain disclosure of the documents and information necessary to perform their work, the directors also have a duty to request the information they deem essential to carry out their duties. The directors and the Chairman and Chief Executive Officer are required to immediately inform the Board of any agreement entered into by the Company in which they hold a direct or indirect interest, or which might be entered into through an intermediary. Under the internal rules of procedure, each director undertakes to ensure that his/her status complies with the French Commercial Code on plurality of offices. The Chairman and Chief Executive Officer is also required to inform the Board of Directors before accepting an appointment in a listed company.

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EDF I Reference Document 2018