EDF / 2019 Universal registration document

4. Corporate governance

Members and functioning of the Board of Directors

Nuclear Commitments Monitoring Committee 4.2.3.2 Membership The table below outlines the membership of the Nuclear Commitments Monitoring Committee on the date of filing of the Universal Registration Document:

Members of the Nuclear Commitments Monitoring Committee Gilles Denoyel

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

Karine Granger

Member Member Member Member Member

Director elected by the employees

Marie-Christine Lepetit

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

Colette Lewiner Vincent Rodet Michèle Rousseau

Independent director appointed by the Shareholders’ Meeting

Director elected by the employees

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

Mr. Denoyel became a member and Chairman of the Nuclear Commitments Monitoring Committee from 16 May 2019. Ms. Granger and Mr. Rodet became members of the Committee from 23 November 2019.

Number of members

6 1

Number of independent Directors Percentage of independent Directors*

25%

* Excluding Directors representing the employees.

Duties The Nuclear Commitments Monitoring Committee (NCMC) was created by Article 9 of Decree no. 2007-243 of 23 February 2007 on the securing of the financing of long-term nuclear expenses. It is tasked with monitoring the value of nuclear liabilities and changes in the related provisions, issuing an opinion on issues relating to the governance of dedicated assets, the rules for asset-liability matching and on strategic allocation, as well as examining the results of the management of assets constituted by the Company and verifying the compliance of such management with the rules on constituting, managing, and controlling the financial risks of dedicated assets. It provides the Board with an opinion on the internal control procedure for the financing of the expenses set out in Article L. 594-1 of the French Environmental Code.

The Committee relies on the works of the Nuclear Commitments Financial Expertise Committee (NCFEC) which is comprised of independent experts appointed by the Board  (1) , whose duty is to assist the Company and its corporate bodies with matters relating to asset-liability matching and the management of dedicated assets. Finally, the Committee issues an opinion prior to any investment in unlisted dedicated assets for any project exceeding a unit amount of €400 million as well as for any project (excl. real estate) exceeding a unit amount of €200 million resulting in full consolidation of the target investment by the Company. In case the Committee issues a negative opinion on an investment plan, the Board of Directors has sole authority to authorise the aforementioned plan.

Activity in 2019

2019

2018

Number of meetings Average attendance rate

4

3

79.2%

94.4%

Average duration of the meetings

1 hour and 52 minutes

2 hours and 45 minutes

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

Average attendance rate in 2019

Members of the Nuclear Commitments Monitoring Committee

Gilles Denoyel Karine Granger*

100%

n/a

Marie-Christine Lepetit

100% 100%

Colette Lewiner Vincent Rodet* Michèle Rousseau

n/a

100%

Directors who took office after the last meeting of the NCMC held in 2019. *

In 2019, the Committee examined the coverage situation and the discount rate for industrial geological storage centre (CIGEO) and activated waste packaging and nuclear provisions, the performance of the portfolios of listed and unlisted storage facility (ICEDA) projects (see section 1.4.1.1.4 “The nuclear fuel cycle and dedicated assets, the three-yearly report on the securing of financing for nuclear related issues”). The Statutory Auditors presented their nuclear liability auditing expenses and the report on internal control which it includes, the state of progress approach to the Committee. Finally, the Committee examined the recommended of the first-generation nuclear power plant decommissioning programme, and the changes to the membership of the NCFEC prior to the Board of Directors’ decision.

(1) The current members of the NCFEC were re-elected or appointed on 19 November 2019 for three years by the Board of Directors on recommendation from the NCMC.

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EDF | Universal registration document 2019