EDF / 2018 Reference document

CORPORATE GOVERNANCE Bodies created by Executive Management

4.3

BODIES CREATED BY EXECUTIVE MANAGEMENT

The Chairman and Chief Executive Officer are assisted by an Executive Committee which includes representatives of all the Group’s lines of business. This Committee is a body that makes decisions on, considers and discusses the Group’s operational and strategic issues. It examines all the Group’s significant underlying and current issues, tracks the operating objectives and results and contributes to the management and forecasting of the EDF group’s major challenges. It reviews and authorises significant projects, specifically the Group’s investment or disinvestment projects for amounts which exceed certain thresholds. The Executive Committee meets in principle each week.

In order to reinforce the examination and follow-up of projects, an Executive Committee Commitments Committee examines in-depth the most significant projects in terms of level of commitments or risks incurred before the Executive Committee makes its decision. No investment project by the Company may be submitted for review by the Board of Directors without having first been approved by this Committee. On the date of filing of this Reference Document, the Executive Committee had thirteen members and a Secretary. The list of members and their personal information appear below.

4.3.1

MEMBERS OF THE EXECUTIVE COMMITTEE

4.

On the filing date of this Reference Document, the members of the Executive Committee were as follows:

Names

Duties

Jean-Bernard Lévy Marc Benayoun Bruno Bensasson

Chairman and Chief Executive Officer

Group Senior Executive Vice-President, Gas and Italy, Chief Executive Officer of Edison

Group Senior Executive Vice-President, Renewable Energies, Chairman and Chief Executive Officer of EDF Renouvelables (1)

Christophe Carval

Group Senior Executive Vice-President, Human Resources Group Senior Executive Vice-President, Group Finance

Xavier Girre

Véronique Lacour Henri Lafontaine Marianne Laigneau Cédric Lewandowski Philippe Sasseigne

Group Senior Executive Vice-President, Transformation and Operational Effectiveness Group Senior Executive Vice-President, Customers, Services and Regional Action

Group Senior Executive Vice-President, International Division

Group Senior Executive Vice-President, Innovation, Strategy and Planning Group Senior Executive Vice-President, Nuclear and Thermal (2) Group Senior Executive Vice-President, Chief Executive Officer of EDF Energy Group Senior Executive Vice-President, Group General Secretary

Simone Rossi Pierre Todorov

Xavier Ursat Group Senior Executive Vice-President, New Nuclear Projects and Engineering Alexandre Perra is the Secretary of the Executive Committee. He is Executive Coordinator to the Chairman and Chief Executive Officer, Government Relations.

Bruno Bensasson replaced Antoine Cahuzac effective 16 April 2018. (1) Philippe Sasseigne replaced Dominique Minière effective 8 February 2019. (2)

On the date of filing of this Reference Document, the Executive Committee had two women members, i.e. 15.4% of women (compared with 7.7% up until December 2016). The EDF group has been fully engaged in the feminisation of its governing bodies for a number of years now. Firstly, the number of women on its Executive Committee has doubled with the arrival in December 2016 of Véronique Lacour, Group Senior Executive Vice-President, Transformation and Operational Effectiveness. The Chairman and Chief Executive Officer has also implemented several actions to promote the feminisation of the governing bodies and of the Boards of directors of 4.3.2 Marc Benayoun , 52 years old, a graduate of the École Supérieure des Sciences Économiques et Commerciales (ESSEC), began his career at Paribas Group in 1989, before joining the Boston Consulting Group in 1993. He became Partner and Managing Director at the Paris office in 2001 then at the Moscow office in 2008 and during this period held a range of responsibilities, including the development of skills in the natural gas sector. In 2009, he joined the EDF group as Economics, Tariffs and Prices Director. In 2012, he became Director of the B2B Market within the Trading Division with responsibility for electricity, gas and service sales. In this role, he supervised the project linked to the end of regulated electricity tariffs for businesses and local authorities (more than 400,000 sites in all, 120TWh of electrical consumption), with the objective of regaining a leading position in a competitive environment. He is Director of EDF Trading, a member of the Supervisory Board of Trimet France, Chairman of Transalpina di Energia, Chief Executive Officer of Edison, 3rd largest energy company in Italy, which controls most of the Group assets in Italy, Chairman of Fondazione Edison and Director of Fenice. Since 2016, he is the Group Senior Executive Vice-President with responsibility for Gas and Italy.

Group companies. Each member of EDF's Executive Committee mentors women managers or future women managers. Furthermore, women identified as “talents” and who might become managers in the medium-term, benefit from close individual support and specific professionalisation actions, and the related career guidance. Lastly, a talent pool of women who could be appointed on the Boards of directors of Group companies has been created. Special attention is paid right from the recruitment of employees so that the Company reflects current society (also see sections 3.2.2.2 “Gender equality” and 4.2.1 “Members of the Board of Directors”).

PERSONAL INFORMATION ON MEMBERS OF THE EXECUTIVE COMMITTEE

Bruno Bensasson , 46 years old, is a graduate of the École Polytechnique and École des Mines of Paris. He started his career in 1998 at the Autorité de Sureté Nucléaire (French nuclear security authority) as head of a Regional Division (Lower and Upper Normandy) then as became the Chief of Staff of the CEO. From 2004 to 2006, he was the technical adviser responsible for the environment, new energies and nuclear energy at the office of the Minister of Industry, then adviser at the General Secretariat of the office of the President of the Republic in charge of industry, the environment and transport. He joined SUEZ in 2007 as Director of economic studies at the Department of development and strategy. In 2011, he became a member of GDF SUEZ's Executive Committee as Director for strategy and sustainable development. He was appointed CEO of GDF SUEZ Energie France in early 2013 and, in July 2014, became the Vice-President of GDF SUEZ Energie Europe in charge of development and renewable generation. In 2016, he became the CEO of Engie Afrique. In May 2018, Bruno Bensasson became the Group Senior Executive Vice-President responsible for Renewable Energies and the Chairman and Chief Executive Officer of EDF Renouvelables.

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EDF I Reference Document 2018