EDF / 2018 Reference document

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

The membership of each Committee is described below. The Government Commissioner and the Head of the French State General Economic and Financial Supervisory Mission to the Company can attend the meetings of these Committees. The work of the Committees is organised within a program prepared for the year. Meetings are recorded in the form of written minutes, and there are oral reports by the Committee Chair at the following meeting of the Board of Directors. The Board’s internal rules of procedure provide that the Committees shall meet in sufficient time before the Board’s meeting, whose agenda includes consideration of matters falling within their remit.

The Committees may invite Company executives, including the Chairman and Chief Executive Office, to attend their meetings. They may also invite other parties to attend, whether employed by the Company or not, provided they inform the Chairman and Chief Executive Officer in advance and on the condition that they report such attendance to the Board. The Committees may also seek external technical advice and order studies on issues falling within their remit, at the Company’s expense, after having informed the Chairman and Chief Executive Officer and provided that they report this matter to the Board. In 2018, the average overall attendance rate of the Committees was 93.3%. The average rate of attendance per Committee as well as individual attendance rates by members are provided below.

4.2.3.1 Audit Committee Members

In accordance with the provisions of Article L. 823-19 of the French Commercial Code and the recommendations of the AFEP-MEDEF Code, the Committee includes two-thirds of independent members and does not include any executive corporate officer.

The table below outlines the composition of the Audit Committee at the date of filing of the 2018 Reference Document:

4.

Composition of the Audit Committee Marie-Christine Lepetit

Chairwoman Director appointed by the Shareholders’ Meeting on recommendation from the French state

Jacky Chorin

Member Member Member Member Member Member

Director elected by the employees

Philippe Crouzet Colette Lewiner

Independent director appointed by the Shareholders’ Meeting Independent director appointed by the Shareholders’ Meeting

Marie-Hélène Meyling

Director elected by the employees Director elected by the employees Director elected by the employees

Jean-Paul Rignac Christian Taxil

In 2018, Mrs. Parisot expressed the wish to withdraw from the Audit Committee on account of the compliance policy of Citi bank, of which she became the Chairwoman and Managing Director in October 2018.

Number of members

7 2

Number of independent directors Percentage of independent directors*

66.67%

Excluding directors representing the employees. *

monitoring the effectiveness of the internal control, risk management and ■ internal audit systems, regarding procedures relating to the preparation and processing of accounting and financial information; monitoring the performance of the duties of the Statutory Auditors, ensuring ■ their independence and approving the provision of the services mentioned in Article L. 822-11-2 of the French Commercial Code. In fulfilling its duties, it examines and gives its opinion to the Board of Directors, on: the Company’s financial position, the medium-term plan and the budget; ■ the preliminary and consolidated annual and half-yearly financial statements and ■ related financial reports; the monitoring of risks and internal control (mapping of Group risks and methods ■ of detection, anticipation and management of risks in all areas, including social, environmental and climate change risks, organisation and evaluation of internal control processes); auditing (annual audit programme, main findings and corrective actions, ■ monitoring of their implementation); the monitoring of the Statutory Auditors (coordination of the auditor selection ■ procedure, monitoring of the Statutory Auditors’ fulfilment of their duties taking account, where applicable, of the findings and conclusions of the High Council of Auditors, verification of the Statutory Auditors’ compliance with the conditions of independence provided for in the applicable texts, opinion on the amount of fees, approval of the provision by the Statutory Auditors of non-auditing procedures according to a procedure approved by the Board of Directors on 3 November 2016);

Article L. 823-19 of the French Commercial Code states that at least one member of the Committee must have specific skills in financial or accounting matters and be independent based on the criteria defined and made public by the Board of Directors. The AFEP-MEDEF Code also recommends that the members of the Audit Committee have specific skills in financial or accounting matters. At the joint meeting of 10 December 2014, the Ethics Committee and the Appointments and Compensation Committee reviewed the situation of Colette Lewiner and Philippe Crouzet and issued a notice to the Board of Directors. The Board of Directors, meeting on 10 December 2014, noted that these directors have specific skills in financial and accounting matters according to the criteria recommended by the French Financial Markets Authority (AMF) in its report on the Audit Committee dated 22 July 2010. On 14 February 2019, the Board of Directors also confirmed the qualification as independent directors of Colette Lewiner and Philippe Crouzet. These two Committee members meet the criteria of both expertise and independence mentioned in Article L. 823-19 of the French Commercial Code. Duties The Audit Committee carries out the duties entrusted to it in accordance with Article L. 823-19 of the French Commercial Code under the supervision of the Board of Directors. In accordance with this article, the Committee is tasked with the following duties in particular: monitoring the process to prepare financial information and making any ■ recommendations to guarantee its integrity;

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EDF I Reference Document 2018