EDF / 2019 Universal registration document

4. Corporate governance

Members and functioning of the Board of Directors

Strategy Committee 4.2.3.3 Membership The table below outlines the membership of the Committee on the date of filing of the Universal Registration Document. The Directors who are not members of the Strategy Committee may attend its meetings.

Members of the Strategy Committee Jean-Bernard Lévy

Chairman Member Member Member Member Member Member Member Member

Chairman & Chief Executive Officer, Director appointed by the Shareholders’ Meeting

Jacky Chorin

Director elected by the employees

François Delattre Karine Granger Laurence Parisot Philippe Petitcolin

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

Director elected by the employees

Independent Director appointed by the Shareholders’ Meeting Independent Director appointed by the Shareholders’ Meeting

Vincent Rodet Christian Taxil

Director elected by the employees Director elected by the employees Representative of the French State

Martin Vial

Mr. Petitcolin became a member of the Strategy Committee from 16 May 2019. Ms. Granger and Mr. Rodet became members of the Committee from 23 November 2019.

Duties The Strategy Committee issues an opinion to the Board of Directors on the major

Company’s strategic objectives drawn up with a view to the consultation of the EDF strategic orientations of the Company and, specifically, the corporate strategic plan Central Works Council, the public service contract (see section 1.5.1.2 “Public presenting the actions to be implemented in order to comply with the objectives of service in France”), strategic agreements, alliances and partnerships, as well as the multi-year energy plan (Programmation pluriannuelle de l'énergie) defined by research and development policy. the French government (see section 1.5.1.2 “Public service in France”), the

Activity in 2019

2019

2018

Number of meetings

3

3

Average attendance rate*

92.6%

96.3%

Average duration of the meetings

2 hours and 45 minutes

3 hours and 5 minutes

Attendance rate calculated based on the members of the Committee alone (all of the members of the Board may attend these meetings). *

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

Average attendance rate in 2019

Member of the Strategy Committee

Jean-Bernard Lévy

100% 100% 100% 100% 100% 100% 100% 100% 67%

Jacky Chorin

François Delattre Karine Granger Laurence Parisot Philippe Petitcolin

Vincent Rodet Christian Taxil

Martin Vial

Corporate Responsibility Committee 4.2.3.4 In the latest update of the Board’s internal rules of procedure, approved on 8 October 2019, the missions regarding governance issues of the governance & corporate responsibility committee were transferred to the Appointments & Compensation Committee and the Governance & Corporate Responsibility Committee was renamed Corporate Responsibility Committee (see section 4.2.3.5 “Appointments, Remuneration & Governance Committee” below).

In 2019, the Committee examined, among other matters, the performance and ambitions of EDF Renewables, the challenges for EDF arising from the public debate on the French National Radioactive Materials and Waste Management Plan (PNGMDR), the EDF group’s Research & Development policy, the main hypotheses of the 2020-2022 MTP, as well as action plans following the report by Jean-Martin Folz on the Flamanville EPR project. The Committee also examined the state of progress of the ongoing work to re-examine the Group’s organisation (see section 1.3.3.1 “Strategy and organisation”).

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EDF | Universal registration document 2019

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