EDF / 2019 Universal registration document

4. Corporate governance

Members and functioning of the Board of Directors

auditing (annual audit programme, main findings and corrective actions, ■ monitoring of their implementation); the monitoring of the Statutory Auditors (coordination of the auditor selection ■ procedure, monitoring of the Statutory Auditors’ fulfilment of their duties taking account, where applicable, of the findings and conclusions of the Haut Conseil du Commissariat aux Comptes ( i.e. French High Council of Auditors), verification of the Statutory Auditors’ compliance with the conditions of independence provided for in the applicable texts, opinion on the amount of fees, approval of the provision by the Statutory Auditors of non-auditing procedures according to a procedure approved by the Board of Directors on 3 November 2016); the financial aspects of external growth or divestment activities that are ■ particularly significant (see section 4.2.2.3 “Powers and duties of the Board of Directors”); the policies in terms of insurance, energy market risks and risk of bankruptcy of ■ the Group’s counterparties. The examination of the financial statements by the Committee is accompanied by a presentation by the Statutory Auditors underlining the bases for the preparation of the financial statements, the applicable accounting frame of reference, the audit approach implemented and the conclusions of their auditing work or limited review. In addition to the meetings of the Audit Committee devoted to examining the annual and half-yearly financial statements, the Statutory Auditors also attend the meetings devoted to risk monitoring, internal control and auditing. For the purposes of its work, the Committee regularly meets with the Statutory Auditors, Executive Management, Corporate Finance, Group Risk Management and Internal Auditing.

Duties The Audit Committee carries out the duties entrusted to it in accordance with Article L. 823-19 of the French Commercial Code under the supervision of the Board of Directors. In accordance with this article, the Committee is tasked with the following duties in particular: monitoring the process to prepare financial information and making any ■ recommendations to guarantee its integrity; monitoring the effectiveness of the internal control, risk management and ■ internal audit systems, regarding procedures relating to the preparation and processing of accounting and financial information; monitoring the performance of the duties of the Statutory Auditors, ensuring their ■ independence, and approving the provision of the services mentioned in Article L. 822-11-2 of the French Commercial Code. In fulfilling its duties, it examines and gives its opinion to the Board of Directors, on: the Company’s financial position, the medium-term plan and the budget; ■ the preliminary and consolidated annual and half-yearly financial statements and ■ related financial reports; the monitoring of risks and internal control (mapping of Group risks and methods ■ of detection, anticipation and management of risks in all areas, including social, environmental and climate change risks, organisation and evaluation of internal control processes); in this context, it ensures, in conjunction with the Corporate Responsibility Committee, the existence of programmes for the internal control and management of the main risks in terms of ethics, compliance, and corporate responsibility;

Activity in 2019 The table below presents the statistical data relating to the 2018 and 2019 fiscal years:

2019

2018

Number of meetings Average attendance rate

5

6

97.5%

100%

Average duration of the meetings

3 hours and 3 minutes 2 hours and 31 minutes

The table below presents individual attendance rates during the 2019 fiscal year by members of the Audit Committee whose terms of office are ongoing on 31 December 2019:

Average attendance rate in 2019

Members of the Audit Committee

Marie-Christine Lepetit

100% 100% 100% 100% 100% 100% 100%

Jacky Chorin Bruno Crémel Colette Lewiner Jean-Paul Rignac Vincent Rodet Christian Taxil

In 2019, the Audit Committee, amongst other tasks, examined the half-year and management and financial risk control agreement and the Group’s annual annual financial statements and the related financial reports, the presentation of counterparty risk summary.

the Statutory Auditors’ 2019 audit plan and the key points of their findings following their work, the recommended interim dividend for the 2019 fiscal year, the 2020 budget and the 2020-2022 medium-term plan (MTP), the review of the value of assets with a view to the closing of the 2019 financial statements, off-balance sheet commitments, the updated risk mapping, changes in priority risks, risk control methods and improvement initiatives identified, the summary of internal audits and of the audit programme, risks relating to climate change, management of the risk of dependency on rare and critical raw materials, the annual financial

In accordance with the procedure approved by EDF’s Board of Directors on 3 November 2016, the Committee authorised the Statutory Auditors and the members of their network to provide services other than the certification of the financial statements and it was informed on a half-yearly basis of the services provided as part of the pre-approval process under the terms of this procedure. The Committee did not need to seek any external technical advice or order any studies on issues falling within its remit during the 2019 fiscal year.

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EDF | Universal registration document 2019

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