1. The Group, its strategy and activities | 5 |
2019 KEY FIGURES | 6 |
Business model | 8 |
1.2 History and Organisation of the Group | 10 |
1.2.1 History of the Group | 10 |
1.2.2 Organisation of the Group | 12 |
1.3 Group strategy | 14 |
1.3.1 Environment and strategic challenges | 14 |
1.3.2 EDF group’s climate strategy | 15 |
1.3.3 Priorities of the CAP 2030 strategy | 15 |
1.3.4 Investment policy | 17 |
1.4 Description of the Group’s activities | 18 |
1.4.1 Electricity generation activity | 18 |
1.4.2 Sales and supply activities in France | 45 |
1.4.3 Optimisation activities for EDF in France | 48 |
1.4.4 Regulated transmission and distribution activities in France | 50 |
1.4.5 International activities of the Group | 58 |
1.4.6 Energy services and other activities | 78 |
1.5 Legislative and regulatory environment | 84 |
1.5.1 EDF: a public undertaking with a public service mission | 84 |
1.5.2 Energy markets | 86 |
1.5.3 Regulations applicable to EDF group facilities and activities | 93 |
1.6 Research & development, patents and licences | 100 |
1.6.1 R&D priorities | 100 |
1.6.2 Intellectual property | 103 |
2. Risk factors and control framework | 105 |
2.1. Risk management and control of activities | 106 |
2.1.1 Control environment | 106 |
2.1.2 Focus on the 2nd line of control: cross-functional control systems | 107 |
2.1.3 Focus on the 3rd line of control: the Group’s audit unit | 112 |
2.2 Risks to which the Group is exposed | 112 |
2.2.1 Market regulation, political and legal risks | 114 |
2.2.2 Financial and market risks | 117 |
2.2.3 Group transformation and strategic risks | 119 |
2.2.4 Operational performance | 120 |
2.2.5 Risks specific to nuclear activities | 124 |
2.2.6 Impacts of the coronavirus on risk factors | 129 |
3. Non-financial performance | 131 |
3.1 EDF, a responsible company | 132 |
3.1.1 Identification of CSR (4) issues | 132 |
3.1.2 Management of CSR issues | 134 |
3.2 EDF, a company committed to the energy transition | 138 |
3.2.1 EDF, a leader in low-carbon energy | 138 |
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 transition | 148 |
3.3.1 EDF, a company with a responsible attitude to people and communities | 148 |
3.3.2 EDF, an environmentally-friendly company | 159 |
3.3.3 EDF, a company with a responsible attitude to its employees and service providers | 168 |
3.4 Indicators and methodology | 181 |
3.4.1 Indicators | 181 |
3.4.2 Methodology | 184 |
3.5 Non-financial rating | 188 |
3.6 Appendices, concordance tables and report from Statutory Auditors | 189 |
3.6.1 Vigilance plan | 189 |
3.6.2 Description of key stakes in the materiality matrix | 194 |
3.6.3 Summary of EDF group climate risks | 196 |
3.6.4 TCFD recommendations | 197 |
3.6.5 Sustainable Development Goals | 198 |
3.6.6 Stakeholder mapping | 199 |
3.6.7 Details of income tax paid in all the countries where the Group has subsidiaries | 200 |
3.6.8 Ecological knowledge of land sites | 201 |
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 report | 202 |
4. Corporate governance | 207 |
4.1 Corporate Governance Code | 208 |
4.2 Members and functioning of the Board of Directors | 210 |
4.2.1 Members of the Board of Directors | 210 |
4.2.2 Functioning of the Board of Directors | 226 |
4.2.3 Board of Directors’ Committees | 231 |
4.3 Executive Management | 237 |
4.3.1 Members of the Executive Committee | 237 |
4.3.2 Personal information on members of the Executive Committee | 237 |
4.4 Conflicts of interest and interests of corporate officers and executives | 239 |
4.4.1 Conflicts of interest | 239 |
4.4.2 Absence of conviction | 239 |
4.4.3 Service contracts | 239 |
4.5 Shareholding by corporate officers and trading in EDF securities by corporate officers and executives | 240 |
4.5.1 EDF shareholding by Directors | 240 |
4.5.2 Trading in Company securities | 240 |
4.6. Compensation and benefits of corporate officers | 241 |
4.6.1 Compensation of corporate officers | 241 |
4.6.2 Stock options – Bonus shares | 244 |
5. The Group’s financial performance and outlook | 245 |
5.1 Operating and financial review in 2019 | 246 |
5.1.1 Key figures | 246 |
5.1.2 Economic environment | 248 |
5.1.3 Significant events of 2019 | 254 |
5.1.4 Analysis of the business and the consolidated income statements for 2018 and 2019 | 256 |
5.1.5 Cash flow and net indebtedness | 263 |
5.1.6 Management and control of market risks | 268 |
5.2 Subsequent events | 277 |
5.3 Changes in market prices at the end of February 2020 | 277 |
5.4 Outlook | 277 |
6. Financial statements | 279 |
6.1 Consolidated financial statements | 280 |
Consolidated income statement | 280 |
Consolidated statement of comprehensive income | 281 |
Consolidated balance sheet | 282 |
Consolidated cash flow statement | 283 |
Change in consolidated equity | 284 |
Notes to the consolidated financial statements | 285 |
6.2 Statutory auditors’ report on the consolidated financial statements | 396 |
6.3 Financial statements | 401 |
Income statement | 401 |
Balance sheet | 402 |
Cash flow statement | 404 |
Notes to the financial statements | 405 |
6.4 Statutory Auditors’ report on the financial statements | 456 |
6.5 Dividend policy | 459 |
6.5.1 Dividends and interim dividends paid in the last three fiscal years | 459 |
6.5.2 Distribution policy, increased dividend | 459 |
6.5.3 Unclaimed dividends | 459 |
6.6 Other items | 460 |
6.6.1 Table of results for the last five fiscal years | 460 |
6.6.2 Significant change in the financial or trading position | 461 |
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 Code | 461 |
6.7 Information relating to the allocation of proceeds raised through Green Bonds issued by EDF | 462 |
7. General information about the Company and its capital | 467 |
7.1 General information about the Company | 468 |
7.1.1 Company name, address and telephone number of the registered office | 468 |
7.1.2 Trade and companies registry, APE Code | 468 |
7.1.3 Date of incorporation and term of the Company | 468 |
7.1.4 Legal form and applicable legislation | 468 |
7.1.5 Disputes | 468 |
7.2 Incorporation documents and articles of association | 469 |
7.2.1 Corporate purpose | 469 |
7.2.2 Financial year | 469 |
7.2.3 Statutory distribution of profits | 469 |
7.2.4 Rights attached to shares | 469 |
7.2.5 Assignment and transfer of shares | 470 |
7.2.6 Changes to the articles of association, the capital and voting rights | 470 |
7.2.7 Members and functioning of the Board of Directors | 470 |
7.2.8 Shareholder’s Meetings | 470 |
7.2.9 By-law or statutory provisions that delay acquisition of control over the Company | 471 |
7.2.10 Threshold crossings | 471 |
7.3 Information regarding capital and share ownership | 472 |
7.3.1 Amount of share capital and changes in share capital | 472 |
7.3.2 Treasury shares and share buyback programme | 473 |
7.3.3 Capital authorised but not issued | 475 |
7.3.4 Other equity securities | 477 |
7.3.5 Non-equity securities | 477 |
7.3.6 Information on the share capital of any member of the Group subject to a conditional or unconditional agreement | 477 |
7.3.7 Pledge of the Company’s shares | 477 |
7.3.8 Ownership of the Company’s capital and voting rights | 478 |
7.3.9 Agreements whose implementation could lead to a change of control | 478 |
7.4 Market for the Company’s shares | 479 |
7.5 Related-party transactions | 480 |
7.5.1 Related-party transactions | 480 |
7.5.2 Statutory Auditors’ special report on regulated agreements | 481 |
7.5.3 Routine agreements procedure | 483 |
7.6 Material contracts | 484 |
7.6.1 Material contracts entered into in 2019 | 484 |
7.6.2 Material contracts entered into in 2018 | 484 |
7.6.3 Material contracts entered into in 2017 | 484 |
8. Additional information | 485 |
8.1 Person responsible for the Universal Registration Document and the Certification | 486 |
8.1.1 Person responsible for the Universal Registration Document | 486 |
8.1.2 Certification from the person responsible for the 2019 Universal Registration Document containing the annual financial report | 486 |
8.2 Auditors – Statutory Auditors | 486 |
8.3 Publicly available documents and financial reporting calendar | 487 |
8.4 Appendices – remuneration policy | 487 |
8.4.1 Process for determining the remuneration policy for corporate officers | 487 |
8.4.2 Remuneration policy applicable to the Chairman and Chief Executive Officer | 488 |
8.4.3 Remuneration policy applicable to Directors | 489 |
8.5 Concordance tables | 492 |
8.5.1 Concordance table with Appendix I of (EC) regulation no. 2019/980 | 492 |
8.5.2 Concordance table with the management report | 495 |
8.5.3 Concordance table with the elements of the EDF Board of Directors’ report on corporate governance | 497 |
8.5.4 Concordance table with the non-financial performance statement | 498 |
8.5.5 Concordance table with the annual financial report | 499 |
Glossary | 500 |