EDF / 2019 Universal registration document

4. Corporate governance

Members and functioning of the Board of Directors

Members and functioning of the Board of Directors 4.2

Members of the Board of Directors 4.2.1 In accordance with Order no. 2014-948 of 20 August 2014 regarding governance and trading in French State-owned companies, EDF is administered by a Board of Directors consisting of three to eighteen members, including members appointed by the Shareholders’ Meeting, if applicable on recommendation from the French State in accordance with Article 6 of the Order, a French State Representative chosen by the Minister for the Economy from the civil service in accordance with Article 4 of the Order, and one third employee representatives elected in accordance with the provisions of the law of 26 July 1983  (1) . On the date of filing of this Universal Registration Document, the Board of Directors has eighteen members: eleven Directors appointed by the Shareholders’ Meeting, including five on ■

The Government Commissioner  (2) , the Head of the French State General Economic & Financial Supervisory Mission to the Company  (3) and the Secretary of the Central Social & Economic Committee attend the meetings of the Board of Directors, but are not entitled to vote. However, in accordance with Article L. 311-5-7 of the French Energy Code, the Government Commissioner is informed of the investment decisions and may oppose decisions, the realisation of which would be inconsistent with the objectives of the strategic plan prepared by the Company or with those of the multi-year energy programme (see section 1.5.1.2 “Public service in France”). Between 1 January 2019 and the date of filing of this Universal Registration Document, the following modifications were made to the membership of the Board of Directors:

recommendation from the French State; six Directors elected by the employees; ■ one Representative of the French State. ■

First name, surname

Director/Category

Event

Date of Event

Ms. Anne Rigail

Appointment

Director appointed by the Shareholders’ Meeting on recommendation from the French State

Shareholders’ Meeting of 16 May 2019 Shareholders’ Meeting of 16 May 2019 Shareholders’ Meeting of 16 May 2019 Shareholders’ Meeting of 16 May 2019

Mr. Bruno Crémel

Appointment

Director appointed by the Shareholders’ Meeting

Mr. Gilles Denoyel

Appointment

Director appointed by the Shareholders’ Meeting on recommendation from the French State

Mr. Philippe Petitcolin

Appointment

Director appointed by the Shareholders’ Meeting

Mr. Maurice Gourdault-Montagne

Resignation

Director appointed by the Shareholders’ Meeting on recommendation from the French State Director appointed by the Shareholders’ Meeting on recommendation from the French State Director elected by the employees Director elected by the employees Director elected by the employees Director elected by the employees Director elected by the employees Director elected by the employees Director appointed by the Shareholders’ Meeting on recommendation from the French State Director appointed by the Shareholders’ Meeting on recommendation from the French State

28 June 2019

Mr. François Delattre

Co-optation by the Board of Directors, replacing Mr. Gourdault-Montagne

28 June 2019

Ms. Christine Chabauty Mr. Christophe Cuvilliez Ms. Marie-Hélène Meyling

Expiration of the term of office Expiration of the term of office Expiration of the term of office

22 November 2019 22 November 2019 22 November 2019 23 November 2019 23 November 2019 23 November 2019 16 December 2019

Ms. Claire Bordenave Ms. Karine Granger Mr. Vincent Rodet

Taking of office* Taking of office* Taking of office*

Ms. Anne Rigail

Resignation

Ms. Véronique Bédague-Hamilius

Co-optation by the Board of Directors, replacing Ms. Rigail

18 December 2019

The elections of the Directors representing the employees on the Board of Directors were held from 7 to 13 June 2019, for offices taken on * 23 November 2019.

(1) The employee representatives mentioned in paragraph I of Article 7 of the Order of 20 August 2014 are subject, for their election and their status, to the same provisions as those applicable to employee representatives of companies subject to the law of 26 July 1983 (sections II and III of title II of the law). (2) Article 15 of the order of 20 August 2014. (3) This mission exercises the French State’s economic and financial supervision of EDF, in accordance with Article 8 of decree no. 55–733 of 26 May 1955. It can exercise extensive supervisory procedures.

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EDF | Universal registration document 2019

www.edf.fr