EDF / 2018 Reference document

4.

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

the financial aspects of external growth or disposal activities that are particularly ■ significant (see section 4.2.2.3 “Powers and duties of the Board of Directors”); the policies in terms of insurance, energy market risks and risk of bankruptcy of ■ the Group’s counterparties. The examination of the financial statements by the Committee is accompanied by a presentation by the Statutory Auditors underlining the bases for the preparation of the financial statements, the applicable accounting frame of reference, the audit

approach implemented and the conclusions of their auditing work or limited review. In addition to the meetings of the Audit Committee devoted to examining the annual and half-yearly financial statements, the Statutory Auditors also attend the meetings devoted to risk monitoring, internal control and auditing. For the purposes of its work, the Committee regularly meets with the Statutory Auditors, Executive Management, Corporate Finance, Group Risk Management and Internal Auditing.

Activity in 2018 The table below presents the statistical data relating to the 2017 and 2018 fiscal years:

2017

2018

Number of meetings Average attendance rate

5

5

92.5%

97.5%

Average duration of the meetings

3 hours and 7 minutes 3 hours and 3 minutes

The table below presents individual attendance rates during the 2018 fiscal year by members of the Audit Committee whose terms of office are ongoing on 31 December 2018:

Average attendance rate in 2018

Members of the Audit Committee*

Marie-Christine Lepetit

100% 100% 100% 100% 100% 100% 100%

Jacky Chorin

Philippe Crouzet Colette Lewiner

Marie-Hélène Meyling

Jean-Paul Rignac Christian Taxil

Mrs. Parisot was a member of the Audit Committee until 6 November 2018. Her individual attendance rate in 2018 was 75%. *

In 2018, the Audit Committee, amongst other tasks, examined the half-year and financial risk control agreement and the Group's policy in terms of insurance and the annual financial statements and the related financial reports, the presentation of the insurability of risks.

Statutory Auditors' 2018 audit plan and the key points of their findings following their work, the 2019 budget and the 2019-2022 medium-term plan (MTP), the review of the value of assets with a view to the closing of the 2018 financial statements, off-balance sheet commitments, the updated risk mapping, changes in priority risks, risk control methods and improvement initiatives identified, the results of the 2017 internal control self-assessment and the progress report on the internal control transformation projects, the summary of internal audits and of the audit programme as well as the overhaul of the audit process, energy market and counterparty risks, supplier risks, the 2018-2019 financial management and

In accordance with the procedure approved by EDF’s Board of Directors on 3 November 2016, the Committee authorised the Statutory Auditors and the members of their network to provide services other than the certification of the financial statements and it was informed of the services provided as part of the pre-approval process under the terms of this procedure. The Committee did not need to seek any external technical advice or order any studies on issues falling within its remit during the 2018 fiscal year.

Nuclear Commitments Monitoring Committee 4.2.3.2 Members The table below outlines the composition of the Nuclear Commitments Monitoring Committee at the date of filing of the 2018 Reference Document: Members of the Nuclear Commitments Monitoring Committee Philippe Crouzet Chairman

Independent director appointed by the Shareholders’ Meeting

Olivier Appert

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

Christophe Cuvilliez Marie-Christine Lepetit Marie-Hélène Meyling

Member

Director elected by the employees

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

Member

Director elected by the employees

Michèle Rousseau

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

Number of members

6 1

Number of independent directors Percentage of independent directors*

25%

Excluding directors representing the employees. *

264

EDF I Reference Document 2018