EDF / 2019 Universal registration document

4. Corporate governance

Members and functioning of the Board of Directors

€350 million; this threshold falls to €150 million for transactions not in line with the Company’s or the Group’s strategic orientations; coherent and inseparable industrial programmes of investments or works on ■ existing assets, by the Company or one of its subsidiaries, exceeding €350 million per programme; real estate transactions, carried out by the Company or one of its subsidiaries, ■ exceeding €200 million; certain financial transactions (long-term borrowings, debt management, ■ securitisation or hedging transactions) whenever they exceed €5 billion (or the equivalent in any other currency); contracts and agreements (supplies, work or services) entered into by the ■ Company involving amounts, including any necessary subsequent amendments, exceeding €350 million, or between €200 million and €350 million if these contracts relate to a new strategic direction or a new business line for the Group; long-term contracts for the purchase or sale of energy, CO 2 emission credits ■ and quotas, by the Company or by one of its subsidiaries, for annual volumes

or amounts exceeding 10TWh for electricity, 20TWh for gas (detailed information must also be provided on long-term gas purchase or sale agreements greater than 5TWh and less than 20TWh following the meeting of the Board of Directors) and €250 million for coal, fuel oil, and CO 2 emission credits and quotas; strategic agreements to be entered into by the Company constituting firm and ■ irrevocable commitments relating to cooperation or partnerships with one or more foreign partners, in the nuclear industry involving significant transfers of intellectual property or technologies on the Group’s part and constituting major challenges for the Group. The Board of Directors sets the framework of the policy for the constitution, management and risk management of assets for hedging EDF’s nuclear commitments, specifically ruling on asset/liability management and asset allocation strategy. If the Nuclear Commitments Monitoring Committee issues a negative opinion on a plan to invest in unlisted assets for dedicated assets, the Board has sole authority to authorise the aforementioned plan (see section 4.2.3.2 “Nuclear Commitments Monitoring Committee”).

Evaluation of Director independence 4.2.2.4

Total number of Directors

18

Number of independent Directors Percentage of independent Directors*

5

41.7%

Excluding Directors representing the employees. *

The AFEP-MEDEF Corporate Governance Code recommends that, in companies with a controlling shareholder, the proportion of independent Directors should be at least one third of the Board of Directors and specifies that Directors representing employees are not taken into account to calculate the proportion of independent Directors. The table below recalls the independence criteria stated by the AFEP-MEDEF Code: Independence criteria Criterion 1: Employee or corporate officer in the previous five years Not to be and not to have been within the previous five years an employee or executive officer of the Company, an employee, executive officer or Director of a company consolidated within the corporation, an employee, executive officer or Director of the Company’s parent company or a company consolidated within this parent company. Criterion 2: Cross directorships Not to be an executive officer of a company in which the Corporation holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive officer of the Corporation (currently in office or having held such office within the last five years) holds a directorship. Criterion 3: Significant business relationships Not to be a customer, supplier, commercial banker, investment banker or consultant that is significant to the corporation or its group or for which the corporation or its group represents a significant portion of its activity The evaluation of the significance or otherwise of the relationship with the Company or its group must be debated by the Board and the quantitative and qualitative criteria that led to this evaluation (continuity, economic dependence, exclusivity, etc.) must be explicitly stated in the annual report.

Criterion 4: Family ties Not to be related by close family ties to a corporate officer.

Criterion 5: Auditor Not to have been an auditor of the corporation within the previous 5 years.

Criterion 6: Period of office exceeding 12 years Not to have been a Director of the Corporation for more than 12 years. Loss of the status of independent Director occurs on the date of the 12th anniversary.

Criterion 7: Variable compensation or performance-based compensation Not receive variable compensation in cash or securities or any compensation related to the performance of the Company or the Group.

Criterion 8: Major shareholders Directors representing major shareholders of the corporation or its parent company may be considered independent, provided these shareholders do not take part in the control of the corporation. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board, upon a report from the Nominations Committee, should systematically the qualification as independent in the light of the make-up of the corporation’s capital and the existence of a potential conflict of interest.

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EDF | Universal registration document 2019