EDF / 2018 Reference document

4.

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

The Committee submits to the Board its opinion on the remuneration policy of the Group’s Executive Committee and the main executives, as well as on the amount and terms and conditions for the distribution of directors’ fees to the members of the Board of Directors.

Each year, alongside the Governance and Corporate Social Responsibility 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 appointment of new members of the Audit Committee, it also examines, jointly with the Governance and Corporate Social Responsibility Committee, these members' expertise in the field of finance, accounting and statutory audit.

Activity in 2018

2017

2018

Number of meetings Average attendance rate

4*

4**

100%

100%

Average duration of the meetings

16 minutes

53 minutes

Including one joint meeting with the Governance and Corporate Social Responsibility Committee. * Including two joint meetings with the Governance and Corporate Social Responsibility Committee. **

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

Average attendance rate in 2018

Members of the Appointments and Compensation Committee

Bruno Lafont

100% 100% 100% 100%

Christine Chabauty

Colette Lewiner

Martin Vial

In 2018, the Committee examined the compensation policy, the Long Term Incentive Plan and the results of 2017 changes in compensation of Group managers, the EDF talent management system applicable to managers. The Committee also issued an opinion for the Board on the compensation policy of the Chairman and Chief Executive Officer and his compensation in respect of the 2018 fiscal year.

The Committee also held two joint meetings with the Governance and Corporate Social Responsibility 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 on account of her new functions.

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EDF I Reference Document 2018