EDF / 2019 Universal registration document

4. Corporate governance

4.6. Compensation and benefits of corporate officers

Compensation and benefits of corporate officers          4.6.

Compensation of corporate officers 4.6.1 The compensation and benefits of all kinds paid in the 2019 fiscal year to corporate officers by the Company and the companies it controls are listed below. The tables below were drawn up in accordance with the format recommended by the AFEP-MEDEF Code of Corporate Governance and the AMF’s position-recommendation no. 2009-16, modified on 13 April 2015.

The policy on the compensation of corporate officers, drawn up by the Board of Directors in accordance with Article L. 225-37-2 of the French Commercial Code ( Code de commerce ) with a view to its submission to the Shareholders’ Meeting scheduled for 7 May 2020, features in section 8.4 “Appendices” of this Universal Registration Document.

Total compensation of the Chairman & Chief Executive Officer 4.6.1.1 SUMMARY TABLE OF COMPENSATION AND OPTIONS AND SHARES ALLOCATED TO THE CHAIRMAN & CHIEF EXECUTIVE OFFICER (1)

2019 fiscal year

2018 fiscal year

(in euros)

Jean-Bernard Lévy, Chairman & Chief Executive Officer Compensation due for the fiscal year

452,868

453,660

Valuation of multi-year variable compensation allocated during the fiscal year

none none none

none none none

Valuation of options allocated during the fiscal year  (2) Valuation of bonus shares allocated during the fiscal year  (2)

TOTAL

452,868

453,660

Table 1 of AMF position-recommendation no. 2009-16. (1) As indicated in section 4.6.2, the Company has not implemented any stock options plans and the corporate officers receive no allocation of bonus shares. (2)

The table below details the compensation of all kinds owed and paid to Jean-Bernard Lévy, Chairman & Chief Executive Officer, for the 2018 and 2019 fiscal years.

SUMMARY TABLE OF THE COMPENSATION OF THE CHAIRMAN & CHIEF EXECUTIVE OFFICER  (1)

2019 fiscal year

2018 fiscal year

Amounts due for the fiscal year

Amounts paid during the fiscal year

Amounts due for the fiscal year

Amounts paid during the fiscal year

(in euros)

Jean-Bernard Lévy, Chairman & Chief Executive Officer Fixed compensation

450,000

450,000

450,000

450,000

Variable compensation

none none none none 2,868

none none none none 2,868

none none none none 3,660

none none none none 3,660

Multi-year variable compensation

Exceptional compensation

Compensation of the office of Director

Benefits in kind  (2)

TOTAL

452,868

452,868

453,660

453,660

At EDF, staff “similar to executives” are the members of the Company’s Executive Committee. (1) Table 2 of AMF position-recommendation no. 2009-16. (2)

Terms and conditions for the setting of 4.6.1.1.1 compensation In accordance with Article 3 of decree no. 53–707 of 9 August 1953 and Articles L. 225-47 and L. 225-53 of the French Commercial Code, the items comprising the compensation of the Chairman & Chief Executive Officer are set by the Company’s Board of Directors on the recommendation from the Appointments, Remuneration & Governance Committee and submitted for approval by the French Minister for the Economy after consultation of the relevant Ministers (see section 4.2.3.5 “Appointments, Remuneration & Governance Committee”). Decree no. 2012-915 of 26 July 2012 modified the decree of 9 August 1953 by introducing a limit of €450,000 on compensation payable to corporate officers of French State-owned companies to which this decree is applicable. Pursuant to the provisions of Article L. 225-37-2 of the French Commercial Code, the compensation policy and the items comprising the compensation of the Chairman & Chief Executive Officer are subject to resolutions submitted to the approval of the Shareholders’ Meeting (see compensation policy in section 8.4 “Appendices – Remuneration policy” of this Universal Registration Document).

Setting of the compensation of the Chairman 4.6.1.1.2 & Chief Executive Officer Compensation for the 2019 fiscal year The Committee responsible for appointments and compensation (now called Appointments, Remuneration & Governance Committee), in their meeting of 7 February 2019, reviewed the policy regarding compensation of the Chairman & Chief Executive Officer and decided to recommend to the Board of Directors that the principles and criteria for the determination of items comprising his compensation be maintained for the 2019 fiscal year. On recommendation from the Committee, the Board meeting on 14 February 2019 decided to maintain the fixed annual compensation of the Chairman & Chief Executive Officer for the 2019 fiscal year at €450,000 gross. This fixed annual compensation has remained unchanged since the appointment of Mr. Jean-Bernard Lévy as the Chairman & Chief Executive Officer of EDF in 2014 (see section 4.2.2.2 “Method of Executive Management − Appointment and powers of the Chairman & Chief Executive Officer”).

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EDF | Universal registration document 2019