EDF / 2019 Universal registration document

1. The Group, its strategy and activities5
2019 KEY FIGURES6
Business model8
1.2 History and Organisation of the Group10
1.2.1 History of the Group10
1.2.2 Organisation of the Group12
1.3 Group strategy14
1.3.1 Environment and strategic challenges14
1.3.2 EDF group’s climate strategy15
1.3.3 Priorities of the CAP 2030 strategy15
1.3.4 Investment policy17
1.4 Description of the Group’s activities18
1.4.1 Electricity generation activity18
1.4.2 Sales and supply activities in France45
1.4.3 Optimisation activities for EDF in France48
1.4.4 Regulated transmission and distribution activities in France50
1.4.5 International activities of the Group58
1.4.6 Energy services and other activities78
1.5 Legislative and regulatory environment84
1.5.1 EDF: a public undertaking with a public service mission84
1.5.2 Energy markets86
1.5.3 Regulations applicable to EDF group facilities and activities93
1.6 Research & development, patents and licences100
1.6.1 R&D priorities100
1.6.2 Intellectual property103
2. Risk factors and control framework105
2.1. Risk management and control of activities106
2.1.1 Control environment106
2.1.2 Focus on the 2nd line of control: cross-functional control systems107
2.1.3 Focus on the 3rd line of control: the Group’s audit unit112
2.2 Risks to which the Group is exposed112
2.2.1 Market regulation, political and legal risks114
2.2.2 Financial and market risks117
2.2.3 Group transformation and strategic risks119
2.2.4 Operational performance120
2.2.5 Risks specific to nuclear activities124
2.2.6 Impacts of the coronavirus on risk factors129
3. Non-financial performance131
3.1 EDF, a responsible company132
3.1.1 Identification of CSR (4) issues132
3.1.2 Management of CSR issues134
3.2 EDF, a company committed to the energy transition138
3.2.1 EDF, a leader in low-carbon energy138
3.2.2 EDF, a company standing shoulder to shoulder with its customers (CSRG no. 4)144
3.3 EDF, a company committed to a just and fair transition148
3.3.1 EDF, a company with a responsible attitude to people and communities148
3.3.2 EDF, an environmentally-friendly company159
3.3.3 EDF, a company with a responsible attitude to its employees and service providers168
3.4 Indicators and methodology181
3.4.1 Indicators181
3.4.2 Methodology184
3.5 Non-financial rating188
3.6 Appendices, concordance tables and report from Statutory Auditors189
3.6.1 Vigilance plan189
3.6.2 Description of key stakes in the materiality matrix194
3.6.3 Summary of EDF group climate risks196
3.6.4 TCFD recommendations197
3.6.5 Sustainable Development Goals198
3.6.6 Stakeholder mapping199
3.6.7 Details of income tax paid in all the countries where the Group has subsidiaries200
3.6.8 Ecological knowledge of land sites201
3.6.9 Report by one of the Statutory Auditors, appointed as independent third party, on the consolidated non-financial performance statement included in the management report202
4. Corporate governance207
4.1 Corporate Governance Code208
4.2 Members and functioning of the Board of Directors210
4.2.1 Members of the Board of Directors210
4.2.2 Functioning of the Board of Directors226
4.2.3 Board of Directors’ Committees231
4.3 Executive Management237
4.3.1 Members of the Executive Committee237
4.3.2 Personal information on members of the Executive Committee237
4.4 Conflicts of interest and interests of corporate officers and executives239
4.4.1 Conflicts of interest239
4.4.2 Absence of conviction239
4.4.3 Service contracts239
4.5 Shareholding by corporate officers and trading in EDF securities by corporate officers and executives240
4.5.1 EDF shareholding by Directors240
4.5.2 Trading in Company securities240
4.6. Compensation and benefits of corporate officers241
4.6.1 Compensation of corporate officers241
4.6.2 Stock options – Bonus shares244
5. The Group’s financial performance and outlook245
5.1 Operating and financial review in 2019246
5.1.1 Key figures246
5.1.2 Economic environment248
5.1.3 Significant events of 2019254
5.1.4 Analysis of the business and the consolidated income statements for 2018 and 2019256
5.1.5 Cash flow and net indebtedness263
5.1.6 Management and control of market risks268
5.2 Subsequent events277
5.3 Changes in market prices at the end of February 2020277
5.4 Outlook277
6. Financial statements279
6.1 Consolidated financial statements280
Consolidated income statement280
Consolidated statement of comprehensive income281
Consolidated balance sheet282
Consolidated cash flow statement283
Change in consolidated equity284
Notes to the consolidated financial statements285
6.2 Statutory auditors’ report on the consolidated financial statements396
6.3 Financial statements401
Income statement401
Balance sheet402
Cash flow statement404
Notes to the financial statements405
6.4 Statutory Auditors’ report on the financial statements456
6.5 Dividend policy459
6.5.1 Dividends and interim dividends paid in the last three fiscal years459
6.5.2 Distribution policy, increased dividend459
6.5.3 Unclaimed dividends459
6.6 Other items460
6.6.1 Table of results for the last five fiscal years460
6.6.2 Significant change in the financial or trading position461
6.6.3 Information on invoice settlement times (accounts payable and receivable required by Article L. 441-6-1 of the French Commercial Code)461
6.6.4 Information on existing branches required by Article L. 231-1 of the Commercial Code461
6.7 Information relating to the allocation of proceeds raised through Green Bonds issued by EDF462
7. General information about the Company and its capital467
7.1 General information about the Company468
7.1.1 Company name, address and telephone number of the registered office468
7.1.2 Trade and companies registry, APE Code468
7.1.3 Date of incorporation and term of the Company468
7.1.4 Legal form and applicable legislation468
7.1.5 Disputes468
7.2 Incorporation documents and articles of association469
7.2.1 Corporate purpose469
7.2.2 Financial year469
7.2.3 Statutory distribution of profits469
7.2.4 Rights attached to shares469
7.2.5 Assignment and transfer of shares470
7.2.6 Changes to the articles of association, the capital and voting rights470
7.2.7 Members and functioning of the Board of Directors470
7.2.8 Shareholder’s Meetings470
7.2.9 By-law or statutory provisions that delay acquisition of control over the Company471
7.2.10 Threshold crossings471
7.3 Information regarding capital and share ownership472
7.3.1 Amount of share capital and changes in share capital472
7.3.2 Treasury shares and share buyback programme473
7.3.3 Capital authorised but not issued475
7.3.4 Other equity securities477
7.3.5 Non-equity securities477
7.3.6 Information on the share capital of any member of the Group subject to a conditional or unconditional agreement477
7.3.7 Pledge of the Company’s shares477
7.3.8 Ownership of the Company’s capital and voting rights478
7.3.9 Agreements whose implementation could lead to a change of control478
7.4 Market for the Company’s shares479
7.5 Related-party transactions480
7.5.1 Related-party transactions480
7.5.2 Statutory Auditors’ special report on regulated agreements481
7.5.3 Routine agreements procedure483
7.6 Material contracts484
7.6.1 Material contracts entered into in 2019484
7.6.2 Material contracts entered into in 2018484
7.6.3 Material contracts entered into in 2017484
8. Additional information485
8.1 Person responsible for the Universal Registration Document and the Certification486
8.1.1 Person responsible for the Universal Registration Document486
8.1.2 Certification from the person responsible for the 2019 Universal Registration Document containing the annual financial report486
8.2 Auditors – Statutory Auditors486
8.3 Publicly available documents and financial reporting calendar487
8.4 Appendices – remuneration policy487
8.4.1 Process for determining the remuneration policy for corporate officers487
8.4.2 Remuneration policy applicable to the Chairman and Chief Executive Officer488
8.4.3 Remuneration policy applicable to Directors489
8.5 Concordance tables492
8.5.1 Concordance table with Appendix I of (EC) regulation no. 2019/980492
8.5.2 Concordance table with the management report495
8.5.3 Concordance table with the elements of the EDF Board of Directors’ report on corporate governance497
8.5.4 Concordance table with the non-financial performance statement498
8.5.5 Concordance table with the annual financial report499
Glossary500

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