EDF / 2018 Reference document

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

Activity in 2018

2017

2018

Number of meetings Average attendance rate

7*

7**

92.9%

92.9%

Average duration of the meetings

1 hour and 35 minutes

1 hour and 32 minutes

Including one joint meeting with the Appointments and Compensation Committee. * Including two joint meetings with the Appointments and Compensation Committee. **

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

Average attendance rate in 2018

Member of the Governance and Corporate Social Responsibility Committee

Colette Lewiner

100% 100% 100% 57.1% 100% 100%

4.

Christine Chabauty

Jacky Chorin

Bruno Léchevin

Marie-Hélène Meyling

Claire Pedini

In 2018, the Committee examined issues relating to corporate social responsibility health and safety and the management of the Group's carbon goals (see and climate change, EDF's vigilance plan (see section 3.8.1 “Vigilance plan”), section 3.2.1.1 “EDF group's ambition (CSRG no. 1)”). It also examined the information relating to corporate governance included in the management report for questionnaire used as a basis for the 2018 internal evaluation of the functioning of the 2017 fiscal year, the results of the 2017 “My EDF” internal survey (see the Board of Directors and its Committees and the results of this evaluation before section 3.4.4.6 “Employees’ view: My EDF engagement survey”), the 2017 ethics they are presented to the Board.

and compliance review and the priorities for 2018 as well as the Group's new whistleblowing system, the 2017 report by the EDF mediator, the corporate sponsorship policy of the Group and of the EDF Foundation, the Group's organisation as regards the implementation of European regulation no. 2016/679 on personal data protection (GDPR), the new global corporate social responsibility agreement of the EDF group (see section 3.4.4.5 “High-quality social dialogue”), the policy in terms of equal access to employment and equal pay and the results of the feminisation of the Group's governing bodies, the Group's policy and results on

The Committee also held two joint meetings with the Appointments and Compensation Committee dedicated to reviewing the updated internal rules of procedure of the Board of Directors and the policy on the reimbursement of directors' expenses before their adoption by the Board, the annual review of the independence of directors based on the criteria set out in the AFEP-MEDEF Code and a re-examination of the independence of one director in view of her new duties.

Appointments and Compensation Committee 4.2.3.5 Members The table below outlines the composition of the Appointments and Compensation Committee at the date of filing of the 2018 Reference Document. Members of the Appointments and Compensation Committee Bruno Lafont Chairman

Independent director appointed by the Shareholders’ Meeting

Christine Chabauty

Member Member Member

Director elected by the employees

Colette Lewiner

Independent director appointed by the Shareholders’ Meeting

Martin Vial

Representative of the French State.

Number of members

4 2

Number of independent directors Percentage of independent directors*

66.67%

Excluding directors representing the employees. *

Duties The Committee submits its recommendations or proposals to the Board of Directors regarding the appointment of directors by the Shareholders’ Meeting. It supervises, where appropriate, the selection process of potential candidates and may perform its own review of the candidates before they are approached in any way. It gives its opinion on the diversity policy applicable to directors and, as appropriate, on candidates proposed by the Chairman and Chief Executive Officer for appointment as Deputy Chief Executive Officers. It ensures the existence of succession plans in order to anticipate the succession, whether unforeseen or at the end of their term, of executive corporate officers and members of the Group’s Executive Committee; the Chairman and Chief Executive Officer is involved in the Committee’s work in the performance of this task.

With regard to remuneration, the Committee examines and gives an opinion on the principles and criteria used to determine and distribute the fixed, variable and exceptional items of the Chairman and Chief Executive Officer’s remuneration and benefits of all kinds and, where applicable, of the Deputy Chief Executive Officers. It provides its opinion to the Board of Directors for the discussion and determination of such remuneration and benefits. The Chairman of the Committee submits this opinion for approval to the Minister for the Economy. The Committee prepares its proposals within the limits specified by Decree no. 2012-915 of 26 July 2012, which amended the Decree of 9 August 1953, relating to French State control of the remuneration of the executives of public companies, in accordance with which the Chairman and Chief Executive’s annual compensation must not exceed the gross sum of €450,000.

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EDF I Reference Document 2018