EDF / 2019 Universal registration document

4. Corporate governance

Members and functioning of the Board of Directors

Evaluation of Director independence The Board of Directors annually reviews the individual situation of the Directors with regard to the independence criteria stated by the AFEP-MEDEF Code. It may also be called upon to make a decision during the year in the event of a change in the membership of the Board or the status of a Director justifying a review of his or her independence. At the joint meeting of 7 February 2019, the Appointments & Compensation Committee (now the Appointments, Remuneration & Governance Committee, see section 4.2.3 “Board of Directors’ committees”) and the Governance & Corporate Responsibility Committee (now the Corporate Responsibility Committee) examined the individual situation of Directors appointed by the Shareholders’ Meeting taking into account the independence criteria provided for by the AFEP-MEDEF Code. The Board of Directors, at its meeting of 14 February 2019, performed its annual evaluation of Director independence and confirmed the classification as independent Directors of Ms. Lewiner, Ms. Parisot, Ms. Pedini, Mr. Crouzet, and Mr. Lafont. This review was completed at a meeting of 2 April 2019 during which the Committees jointly examined the individual situation of Directors whose appointment was recommended at the Shareholders’ Meeting of 16 May 2019 taking into account the independence criteria provided for by the AFEP-MEDEF Code. Based on the Committees’ opinion, the Board of Directors meeting on 4 April 2019 considered that Mr. Crémel and Mr. Petitcolin met the independence criteria provided for in the Code and classified them as independent. At a meeting on 7 February 2020, the Appointments, Remuneration & Governance Committee examined the individual situations of Directors appointed by the Shareholders’ Meeting, taking into account the independence criteria provided for by the AFEP-MEDEF Code. The Committee noted that Jean-Bernard Lévy, due to his capacity as Chairman & Chief Executive Officer, and therefore Executive Officer cannot be considered as an independent Director (criterion no. 1). The Directors appointed on the recommendation of the French State in accordance with Article 6 of order no. 2014-948 of 20 August 2014 on the governance and equity transactions of companies with a public shareholding “represent”, by virtue of this text, “the interests of the French State as shareholder”. In view of the criteria set by the AFEP-MEDEF Code, these Directors cannot be considered as independent (criterion no. 8). The same holds true for the Representative of the French State appointed pursuant to the provisions of Article 2 of the order of 20 August 2014, in his capacity as representative of EDF’s majority shareholder (criterion no. 8).

Finally, Directors representing employees are not subject to an assessment, in accordance with the recommendations of the AFEP-MEDEF Code. With respect to business relationships, the Appointments, Remuneration & Governance Committee examined the situation of Ms. Lewiner, Ms. Parisot, Ms. Pedini, Mr. Crémel, and Mr. Petitcolin with regard to criterion no. 3 provided for by the AFEP-MEDEF Code. In particular, the Committee examined any business ties that might exist between the Company and companies at which these Directors hold offices or management posts, as well as groups to which they belong, on a quantitative level, (importance of any business relations existing between the Company and these companies, their groups, and sales between them recorded in the course of the 2019 fiscal year) and on a qualitative level (Director’s position in the companies in question, nature of business relations, any economic dependence, exclusivity, etc.). Based on their findings, none of the companies at which the Directors hold offices or management posts, nor any of the groups to which they belong, could be classified as a significant client, supplier, business banker, financing banker or important consultant of the EDF group, nor could EDF be considered a significant client or supplier of these companies or their groups. Following this analysis, the Committee concluded on the absence of significant business ties involving these Directors. Upon recommendation from the Committee, at its meeting on 13 February 2020, the Board conducted an annual evaluation of the independence of the Directors and confirmed Ms. Lewiner, Ms. Parisot, Ms. Pedini, Mr. Crémel, and Mr. Petitcoin as having the status of independent Directors, as the Board deemed that these Directors had no relations with the Company, its Group or its management that might compromise the exercise of their freedom of judgement. On the date of this Universal Registration Document, the Company’s Board of Directors therefore features five independent directors out of the twelve taken into account to make the calculation in accordance with the AFEP-MEDEF Code, i.e. a proportion of independent Directors of 41.7% (excluding Directors representing employees), higher than the recommendations of the Code (see section 4.2.1 “Members of the Board of Directors”). The table below presents the situation of the administrators classified as independent taking into account the criteria provided for by the AFEP-MEDEF Code:

Criterion no. 1

Criterion no. 2

Criterion no. 3

Criterion no. 4

Criterion no. 5

Criterion no. 6

Criterion no. 7

Criterion no. 8

Final classification Independent Independent Independent Independent Independent

Bruno Crémel Colette Lewiner Laurence Parisot

ü ü ü ü ü

ü ü ü ü ü

ü ü ü ü ü

ü ü ü ü ü

ü ü ü ü ü

ü ü ü ü ü

ü ü ü ü ü

ü ü ü ü ü

Claire Pedini

Philippe Petitcolin

means that the criterion is met. ü :

Evaluation of the functioning of the 4.2.2.5 Board of Directors and its Committees In accordance with the provisions of the AFEP-MEDEF Code, the Board’s internal rules of procedure state that the Appointments, Remuneration & Governance Committee supervises annually an evaluation of the functioning of the Board of Directors and proposes areas for improvement. Once a year, therefore, the Board dedicates one item on its agenda to this evaluation and holds a discussion on its functioning and that of its Committees in order to improve its efficiency and ensure that important issues are appropriately prepared and discussed. Every three years, this evaluation is conducted by an independent external consultant under the supervision of the Appointments, Remuneration & Governance Committee.

External evaluation The last external evaluation was conducted in 2016 by a specialist external firm, selected following a call for tenders, under the supervision of the Governance & Corporate Responsibility Committee. Accordingly, the individual contribution of each Director to the work of the Committee was evaluated, which resulted in individual and confidential feedback being issued by the consultant to each Director. Taking account of the major changes made to the membership of the Board of Directors in the course of the 2019 fiscal year, it was decided to postpone by one year the external evaluation of the Board and Committees, which shall therefore be conducted during the 2020 fiscal year, instead conducting an internal evaluation in December 2019.

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EDF | Universal registration document 2019

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