EDF / 2018 Reference document

4.

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

Activity of the Board of Directors in 2018 4.2.2.8

2017 11 (1)

2018

9 (1)

Number of meetings Average attendance rate

90.9%

92.0%

Average duration of the meetings

3 hours and 10 minutes 3 hours and 25 minutes

In addition to this number of meetings, a one-day off-site strategic seminar was also held. (1)

The table below shows the individual attendance rate of directors over the 2018 fiscal year:

Average attendance rate in 2018

Directors whose terms of office are ongoing on 31 December 2018

Jean-Bernard Lévy

100% 88.9% 88.9% 100% 77.8% 77.8% 66.7% 88.9% 88.9% 100% 88.9% 100% 100% 100% 100% 88.9% 100% 100%

Olivier Appert

Christine Chabauty

Jacky Chorin

Philippe Crouzet

Christophe Cuvilliez

Maurice Gourdault-Montagne

Bruno Lafont Bruno Léchevin

Marie-Christine Lepetit

Colette Lewiner

Marie-Hélène Meyling

Laurence Parisot

Claire Pedini

Jean-Paul Rignac Michèle Rousseau

Christian Taxil

Martin Vial

In 2018, the Board of Directors examined and/or authorised, in addition to items relating to the Company’s regular business, issues such as the Storage Plan, the long-term industrial and social issues of the electricity mix, the acquisition by EDF Renouvelables of a company to implement the offshore wind farm of Neart na Gaoithe in Scotland (see section 1.4.1.5.3 “EDF Renewables”) and its participation in tenders in Brasil for solar and wind projects, several onshore and offshore wind projects, the signature under conditions precedent of construction contracts relating to the French offshore wind projects at Saint-Nazaire, Fécamp and Courseulles sur Mer, the disposal of 49% of a wind portfolio in the United Kingdom, the Group's participation in Dunkerque LNG and in a portfolio of real-estate assets by Sofilo and EDF, the strategy of the nuclear fuel cycle and the recovery of the reprocessed uranium recycling sector (see section 1.4.1.1.4 “The nuclear fuel cycle and related issues”), the continued roll-out of the Linky project led by Enedis, the progress of the “Grand Carénage” (“big refit”) programme, and of the Hinkley Point C and Jaitapur projects (see sections 1.4.1.1.2 “Operation and technical performance of the nuclear fleet, 1.4.5.1 “United Kingdom” and 1.4.1.2.2 “Other New Nuclear projects”), the extension to the GNL business of the partnership between EDF Trading and JERA (see section 1.4.6.2 “Gas activities”), the internal control report included in the 2018 annual letter updating the three-yearly report on the securing of financing for nuclear expenses and the updated reference note on the policy on the constitution, management and control of the financial risks involving dedicated assets (see section 4.2.3.2 “Nuclear Commitments Monitoring Committee”), EDF’s policy on equal access to employment and equal pay and the results in terms of feminisation of the Group's governing bodies (see section 3.2.2.2 “Gender equality”), corporate social responsibility and risks and opportunities related to climate change, the EDF vigilance plan (see section 3.8.1 “Vigilance plan”), the Company's strategic objectives in view of the consultation of EDF's Central Works Council, the results and outlook of Edison and Framatome, and the 2017 reports of the General Inspector for nuclear safety and radiation protection and of the Inspector of Hydropower Security.

At the annual strategic seminar, the Board examined and discussed energy and climate policies in Europe, digital transformation, the Group's commitments to corporate social responsibility and sustainable development and stakeholders' expectations, the outcome of the “Let's talk Energies” initiative and the progress on CAP 2030 (see sections 3.2.5.5 “Listening to employees and talking about energy” and 1.3.2.7 “CAP 2030 success factors”).

4.2.3

BOARD OF DIRECTORS'

COMMITTEES To perform its duties, the Board of Directors has created five Committees to examine and prepare certain projects before they are presented to the whole Board. These specialised Committees are: the Audit Committee, the Nuclear Commitments Monitoring Committee, the Strategy Committee, the Governance and Corporate Social Responsibility Committee and the Appointments and Compensation Committee. The members, functioning and duties of the Committees are governed by the internal rules of procedure of the Board of Directors. The Committees include at least three directors chosen by the Board, which appoints the Chair of each Committee. The Company’s articles of association state that each Committee should include at least one director representing the employees. On the date of this document, the Chairs of the Board Committees were as follows:

Mr. Jean-Bernard Lévy for the Strategy Committee; ■ Mrs. Marie-Christine Lepetit for the Audit Committee; ■

Mr. Philippe Crouzet for the Nuclear Commitments Monitoring Committee; ■ Mrs. Colette Lewiner for the Governance and Corporate Social Responsibility ■ Committee; Mr. Bruno Lafont for the Appointments and Compensation Committee. ■

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EDF I Reference Document 2018