EDF / 2018 Reference document

4.

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

Activity in 2018

2017

2018

Number of meetings

3

3

Average attendance rate*

100%

92.6%

Average duration of the meetings

3 hours and 10 minutes

2 hours and 45 minutes

Attendance rate calculated based on the members of the Committee alone (all of the members of the Board may attend these meetings). *

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

Member of the Strategy Committee

Average attendance rate in 2018

Jean-Bernard Lévy

100% 100% 100% 100% 100% 66.7% 100% 66.7% 100%

Olivier Appert Jacky Chorin

Maurice Gourdault-Montagne

Marie-Hélène Meyling

Laurence Parisot Jean-Paul Rignac Christian Taxil

Martin Vial

In 2018, the Committee examined progress on the Jaitapur project, the Group's policy on policy (see sections 1.3.2 “Priorities of the CAP 2030 Strategy” and 3.4.1.3 “Skill research and development, the strategic and industrial partnership agreement with development: preparing for the future”), the main assumptions of the 2019-2022 MTP, Orano as part of the overhaul of the French nuclear sector and the agreement concerning the proposed strategic objectives for EDF in view of the consultation of the Central the collaboration with Orano on decommissioning at the international level, EDF's Works Council, as well as an information update on control processes relating to service commercial strategy, managerial and social challenges of the Group's human resources providers of the nuclear industrial sector. Governance and Corporate Social Responsibility Committee 4.2.3.4 Members The table below outlines the composition of the Governance and Corporate Social Responsibility Committee at the date of filing of the 2018 Reference Document: Members of the Governance and Corporate Social Responsibility Committee Colette Lewiner Chairwoman Independent director appointed by the Shareholders’ Meeting Christine Chabauty Member Director elected by the employees Jacky Chorin Member Director elected by the employees Bruno Léchevin Member Director appointed by the Shareholders’ Meeting on recommendation from the French state Marie-Hélène Meyling Member Director elected by the employees Claire Pedini Member Independent director appointed by the Shareholders’ Meeting

Number of members

6 2

Number of independent directors Percentage of independent directors*

67%

Excluding directors representing the employees. *

Duties The Governance and Corporate Social Responsibility Committee oversees issues relating to corporate governance and ensures the implementation, via the Company’s corporate bodies, of the principles and rules of good governance outlined in the AFEP-MEDEF Code. It may make proposals concerning changes in the functioning or powers of the Board or its internal rules of procedure. It examines the Group's commitments and policies, as well as their implementation, in terms of ethics, compliance, corporate social responsibility and sustainable development, in particular the way in which the Company takes into account questions relating to climate change, equal access to employment and equal pay and the way in which the Company implements a non-discrimination and diversity policy, in particular as regards the balanced representation between women and men on its governing bodies.

The Committee examines and gives its opinion on situations of conflicts of interest of which it has become aware or which are reported to it by the Chairman or the Board of Directors, and reports such situations to the Board. It conducts an annual evaluation of the functioning of the Board and its Committees, and every three years oversees a formal assessment entrusted to a specialist external consultant (see section 4.2.2.5 “Evaluation of the functioning of the Board of Directors and its Committees”). Each year, alongside the Appointments and Compensation Committee, it examines the individual situations of the directors according to the criteria defined by the AFEP-MEDEF Code and reports its findings to the Board. In the event of the appointment of new members to the Audit Committee, it examines, jointly with the Appointments and Compensation Committee, these members' expertise in the field of finance, accounting and statutory audit.

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EDF I Reference Document 2018