EDF / 2019 Universal registration document

4. Corporate governance

Members and functioning of the Board of Directors

Membership The table below outlines the membership of the Corporate Responsibility Committee on the date of filing of the Universal Registration Document:

Members of the Corporate Responsibility Committee Claire Pedini Chair

Independent Director appointed by the Shareholders’ Meeting

Claire Bordenave

Member Member Member Member

Director elected by the employees Director elected by the employees

Jacky Chorin

Laurence Parisot Vincent Rodet

Independent Director appointed by the Shareholders’ Meeting

Director elected by the employees

Ms. Pedini was appointed Chair of the Corporate Responsibility Committee from 16 May 2019. Ms. Bordenave and Mr. Rodet became members of the Committee from 23 November 2019.

Number of members

5 2

Number of independent Directors Percentage of independent Directors*

100%

Excluding Directors representing the employees. *

Duties The Corporate Responsibility Committee examines, in connection with the Group’s strategy, the Group’s commitments and policies, as well as their implementation, in terms of ethics, compliance, and corporate responsibility. It examines the way in which the Company takes account of issues relating to climate change. It makes sure, in conjunction with the Audit Committee, of the existence of programmes to identify and manage the main risks in these fields and comply with legal and regulatory provisions. In the line of its duties, it particularly examines the information regarding the declaration of extra-financial performance included in the management report in accordance with the French Commercial Code ( Code de commerce ), in conjunction

with the Audit Committee, the annual ethics and compliance report, the EDF mediator’s annual report, as well as the annual reports by the French inspector general for nuclear safety and radiation protection and the inspector for hydropower safety (see sections 1.4.1.5.1.2 “Hydropower safety” and 3.3.1.2.1 “Nuclear safety”). It submits an opinion to the Board on the way in which the Company implements a non-discrimination and diversity policy, particularly in terms of balanced representation of women and men in governing bodies. The Committee can submit any opinions, proposals and recommendations to the Board of Directors in fields falling within its remit.

Activity in 2019

2019

2018

Number of meetings Average attendance rate

7*

8*

92.9%

87.5%

Average duration of the meetings

1 hour and 32 minutes

1 hour and 20 minutes

Including two joint meetings with the Appointments & Compensation Committee (before 8 October 2019). *

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

Average attendance rate in 2019

Members of the Corporate Responsibility Committee

Claire Pedini

100% 100% 100%

Claire Bordenave

Jacky Chorin

Laurence Parisot Vincent Rodet

50%

100%

In 2019, the Committee examined the 2018 reports by the French inspector general for nuclear safety and radiation protection and the inspector for hydropower safety, the governance sections of the 2018 management report, the results of the 2018 “My EDF” survey, socially-responsible sub-contracting, EDF’s relations with service providers in the nuclear industry and CSR in the purchasing process, the 2018 report by the EDF Mediator, EDF’s equal access to employment and equal pay policy and review as well as the objectives that the Group set itself in terms of the proportion of women in governing bodies (see section 3.3.3.1.5 “Diversity and inclusion, Equal access to employment for women and men”), the Group’s 2018 health and safety review, the 2018 ethics and compliance review and 2019 priorities, the plan to update the Board of Directors’ internal rules of procedure, EDF’s extra-financial rating results, as well as revision of the Group’s materiality matrix.

The Committee also held two joint meetings with the Appointments & Compensation Committee focused on evaluation of Director independence. Appointments, Remuneration & 4.2.3.5 Governance Committee In the 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. The Appointments & Compensation Committee was renamed the Appointments, Remuneration & Governance Committee.

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EDF | Universal registration document 2019