EDF / 2019 Universal registration document

4. Corporate governance

4.6. Compensation and benefits of corporate officers

Other items of compensation 4.6.1.1.3 In 2019, Mr. Jean-Bernard Lévy did not receive any compensation for his terms of office as a Director (compensation allocated to Directors for their work in accordance with Article L. 22545 of the French Commercial Code) and as Chairman of the Board of Directors. He also did not receive any compensation for the positions held at companies controlled by EDF, or any compensation of any kind whatsoever from the companies it controls. The Company allocated no stock options to the Chairman & Chief Executive Officer in 2019 and no options were exercised during the fiscal year. Similarly, no bonus shares were allocated to the Chairman & Chief Executive Officer during the past fiscal year, and none became available. Mr. Jean-Bernard Lévy did not receive any hiring bonus from EDF.

Compensation for the 2020 fiscal year The Appointments, Remuneration & Governance Committee meeting of 7 February 2020 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 2020 fiscal year. On recommendation from the Committee, the Board meeting on 13 February 2020 decided to maintain the fixed annual compensation of the Chairman & Chief Executive Officer for the 2020 fiscal year at €450,000 gross. The Chairman & Chief Executive Officer’s compensation also includes benefits in kind amounting to €3,660.

EMPLOYMENT CONTRACT, SUPPLEMENTAL PENSION, SEVERANCE PAYMENTS AND NON-COMPETITION CLAUSE

Compensation or benefits due or liable to be due for termination or modification of duties

Supplemental pension plan

Non-competition clause compensation

Executive Corporate Officer*

Employment contract

Jean-Bernard Lévy, Chairman & Chief Executive Officer

no

no

no

no

Table 11 of AMF position-recommendation no. 2009-16. *

Total compensation of Directors 4.6.1.2 The tables below shows the gross amounts of compensation allocated for the 2018 and 2019 fiscal years and paid to the members of the Board of Directors for their terms of office, in accordance with Article L. 225-45 of the French Commercial Code. No exceptional compensation or any other type of compensation was paid to Directors during the 2018 and 2019 fiscal years.

COMPENSATION ALLOCATED TO DIRECTORS DURING THE 2018 AND 2019 FISCAL YEARS:

2019  (1)

Directors whose terms of office are ongoing on 31 December 2019

2018  (1)

Véronique Bédague-Hamilius  (2)

n/a n/a n/a n/a

761

Bruno Crémel  (2)

27,141 18,330 27,141 45,745 51,011 35,213 44,574 20,705 37,553 39,309 347,483 n/a

François Delattre  (2) Gilles Denoyel  (2)

Marie-Christine Lepetit

46,258

Jean-Bernard Lévy Colette Lewiner Laurence Parisot

n/a

49,806 37,742 41,290

Claire Pedini

Philippe Petitcolin  (2) Michèle Rousseau

n/a

36,323 39,161 250,580

Martin Vial

TOTAL (IN EUROS)

n.a.: not applicable. The compensation allocated for a fiscal year includes the entirety of the fixed portion and the variable portion due for the fiscal year. (1) Directors whose terms of office began during the 2019 fiscal year. (2)

240

EDF | Universal registration document 2019

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