EDF / 2019 Universal registration document

4. Corporate governance Executive Management

The Committee also issued an opinion for the Board on the policy regarding compensation of the Chairman & Chief Executive Officer and the setting of his compensation in respect of the 2019 fiscal year.

The Committee also held two joint meetings with the Governance & Corporate Responsibility Committee focused on evaluation of Director independence.

Executive Management 4.3

The Chairman & Chief Executive Officer is assisted by an Executive Committee which includes representatives of all the Group’s lines of business. This Committee is a body that makes decisions on, considers and discusses the Group’s operational and strategic issues. It examines all the Group’s significant underlying and current issues, tracks the operating objectives and results and contributes to the management and forecasting of the EDF group’s major challenges. It reviews and authorises significant projects, specifically the Group’s investment or divestment projects for amounts which exceed certain thresholds, in accordance, where appropriate, with the governance of the Group’s listed subsidiaries. The Executive Committee meets in principle each week.

In order to reinforce the examination and follow-up of projects, an Executive Committee Commitments Committee examines in-depth the most significant projects in terms of level of commitments or risks incurred before the Executive Committee makes its decision. No investment project may be submitted for review by the Board of Directors without having first been approved by this Committee. On the date of filing of this Universal Registration Document, the Executive Committee had twelve members and a Secretary. The list of members and their personal information appear below.

Members of the Executive Committee 4.3.1

On the filing date of this Universal Registration Document, the members of the Executive Committee were as follows:

Names

Duties

Jean-Bernard Lévy Marc Benayoun

Chairman & Chief Executive Officer

Group Senior Executive Vice-President, Customers, Services and Regions. He oversees Edison and gas activities (1) Group Senior Executive Vice-President, Renewable Energies, Chairman & Chief Executive Officer of EDF Renewables

Bruno Bensasson

Christophe Carval

Group Senior Executive Vice-President, Group Human Resources

Xavier Girre

Group Senior Executive Vice-President, Group Finance

Véronique Lacour Béatrice Buffon Cédric Lewandowski

Group Senior Executive Vice-President, Transformation and Operational Effectiveness

Group Senior Executive Vice-President, International Division  (4) Group Senior Executive Vice-President, Nuclear and Thermal  (2)

Alexandre Perra Simone Rossi Pierre Todorov

Group Senior Executive Vice-President, Innovation, Corporate Responsibility and Strategy  (3)

Group Senior Executive Vice-President, Chief Executive Officer of EDF Energy

Group Senior Executive Vice-President, Group General Secretary

Xavier Ursat Group Senior Executive Vice-President, New Nuclear Projects and Engineering Paul-Marie Dubée is the Secretary of the Executive Committee. He is Executive Coordinator, Government Relations.

Marc Benayoun replaced Henri Lafontaine from 1 July 2019. (1) Cédric Lewandowski replaced Philippe Sasseigne from 1 July 2019. (2) Alexandre Perra replaced Cédric Lewandowski from 1 July 2019. (3) Béatrice Buffon replaced Marianne Laigneau from 10 February 2020. (4)

Personal information on members of the Executive Committee 4.3.2

Marc Benayoun , 53 years old, a graduate of ESSEC business school, began his transport the gas to the delivery points. Since July 2019, Marc Benayoun was career at Paribas Group in 1989, before joining the Boston Consulting Group in appointed Group Senior Executive Vice-President, Customers & Energy Services. In 1993. He became Partner and Managing Director at the Paris office in 2001 then at this capacity, he is heading the Commerce Division and supervises energy services the Moscow office in 2008 and during this period held a range of responsibilities, related entities, including Dalkia. He is also a member of the EDF Trading Board of including the development of the Company’s skills and activities in the natural gas Directors, Chairman of the Edison Board of Directors and supervises EDF group gas sector. In 2009, he joined the EDF group as Economics, Tariffs and Prices Director, procurement platform based in Italy.

at the Commerce Division. He was notably in charge of discussions related to changes in the French regulated electricity tariffs. In 2012, he became Director, Business Customers Market. In this role, he managed the project to end regulated electricity tariffs for companies and local communities, which resulted in EDF regaining its leadership position in a competitive environment. In 2016, Marc Benayoun was appointed Member of the Executive Committee of the EDF group, Gas and Italy. As such, he served as Chief Executive Officer of Edison, the third-largest Italian energy company. He also oversaw gas procurement activities for the EDF group, and managed its portfolio of long-term contracts for the transport of natural gas by pipeline and by sea (liquefied gas), as well as the assets needed to

Bruno Bensasson , 47 years old, is a graduate of the École Polytechnique and École des Mines of Paris. He started his career in 1998 at the ASN ( i.e. French nuclear security authority) as head of a Regional Division (Lower and Upper Normandy) then as the Chief of Staff of the CEO. From 2004 to 2006, he was the technical adviser responsible for the environment, new energies and nuclear energy at the office of the French Minister for Industry, then technical adviser at the General Secretariat of the office of the President of the French Republic in charge of industry, the environment and transport. He joined SUEZ in 2007 as Director of economic studies at the Department of development and strategy. In 2011, he

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EDF | Universal registration document 2019