EDF / 2018 Reference document

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

Duties The Nuclear Commitments Monitoring Committee (NCMC) was created by Article 9 of Decree no. 2007-243 of 23 February 2007 on the securing of the financing of long-term nuclear expenses. It is tasked with monitoring the value of nuclear liabilities and changes in the related provisions, issuing an opinion on issues relating to the governance of dedicated assets, the rules for asset-liability matching and on strategic allocation, as well as examining the results of the management of assets constituted by the Company and verifying the compliance of such management with the rules on constituting, managing, and controlling the financial risks of dedicated assets. It provides the Board with an opinion on the internal control procedure for the financing of the expenses set out in Article L. 594-1 of the French Environment Code.

The Committee relies on the works of the Nuclear Commitments Financial Expertise Committee (NCFEC) which is comprised of independent experts appointed by the Board (1) , whose duty is to assist the Company and its corporate bodies with matters relating to asset-liability matching and the management of dedicated assets. Finally, the Committee issues an opinion prior to any investment in unlisted assets for any project exceeding a unit amount of €400 million as well as for any project (excl. real estate) exceeding a unit amount of €200 million resulting in full consolidation of the target investment by the Company. In case the Committee issues a negative opinion on an investment plan, the Board of Directors has sole authority to authorise the aforementioned plan.

Activity in 2018

2017

2018

4.

Number of meetings Average attendance rate

3

4

94.4%

79.2%

Average duration of the meetings

2 hours and 11 minutes 1 hour and 52 minutes

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

Average attendance rate in 2018

Member of the Nuclear Commitments Monitoring Committee

Philippe Crouzet Olivier Appert

100% 75.0% 50.0% 100% 100% 50.0%

Christophe Cuvilliez Marie-Christine Lepetit Marie-Hélène Meyling

Michèle Rousseau

In 2018, the Committee examined the coverage situation and the discount rate for internal control which it includes, the main conclusions of Cour des comptes's report on nuclear provisions, the performance of the portfolio of listed and unlisted dedicated dedicated assets, investment decisions and outlook (see section 1.4.1.1.7 “Assets assets, the proposed procedure for the allocation of the assets of the EDF group to the available to cover long-term nuclear commitments (outside the operating cycle)”), the unlisted dedicated assets and update of the reference note on the policy on the state of progress of the first-generation nuclear power plant decommissioning programme constitution, management and control of the financial risks involving dedicated assets and the industrial geological storage centre project (CIGEO) (see section 1.4.1.1.4 “The before its approval by the Board of Directors, the 2018 annual update letter on the nuclear fuel cycle and related issues”), and the proposed transfer to dedicated assets of three-yearly report on the securing of financing for nuclear expenses and the report on the Group's minority shareholding of the Nam Theun Dam in Laos. Strategy Committee 4.2.3.3 Members The table below outlines the composition of the Committee at the date of filing of the 2018 Reference Document. The directors who are not members of the Strategy Committee may attend its meetings. Members of the Strategy Committee Jean-Bernard Lévy Chairman Chairman and Chief Executive Officer, director appointed by the Shareholders’ Meeting Olivier Appert Member Director appointed by the Shareholders’ Meeting on recommendation from the French state Jacky Chorin Member Director elected by the employees Maurice Gourdault-Montagne Member Director appointed by the Shareholders’ Meeting on recommendation from the French state Marie-Hélène Meyling Member Director elected by the employees Laurence Parisot Member Independent director appointed by the Shareholders’ Meeting Jean-Paul Rignac Member Director elected by the employees Christian Taxil Member Director elected by the employees Martin Vial Member Representative of the French State. Duties The Strategy Committee issues an opinion to the Board of Directors on the Company’s strategic objectives drawn up with a view to the consultation of the EDF Company’s major strategic objectives and, specifically, the corporate strategic plan Central Works Council, the public service contract (see section 1.5.2 “Public service presenting the actions to be implemented in order to comply with the objectives of in France”), strategic agreements, alliances and partnerships, as well as research the multi-year energy programme (see section 1.5.2 “Public service in France”), the and development policy.

The current members of the NCFEC were re-elected or appointed on 3 November 2016 for three years by the Board of Directors on recommendation from the NCMC. (1)

265

EDF I Reference Document 2018