EDF / 2020 Universal Registration Document

4 CORPORATE GOVERNANCE

Members and functioning of the Board of Directors

4.2.1

Members of the Board of

Diversity policy Feminisation of the Board of Directors and governing bodies In accordance with Articles L. 225-18-1 and L. 22-10-3 of the French Commercial Code and the Order of 20 August 2014, EDF is subject to the regulations relating to the balanced representation of women and men on Boards of Directors and Supervisory Boards and the Company must comply with a proportion of no less than 40% of Directors of each gender on the Board, excluding directors representing employees. On the date of filing of this Universal Registration Document, EDF’s Board of Directors includes eight women, including two of the directors elected by employees. Women thus make up 50% of the Board members taken into consideration to calculate this percentage (i.e. excluding directors representing employees), and 44.44% of the Board members as a whole. Moreover, in accordance with the recommendations of the AFEP-MEDEF Code, during its meeting held on 16 December 2020, the Board of Directors approved a policy of gender balance for the management bodies applicable to the Company, hence enabling the goals of the Group’s Ambition Mixité plan adopted by the Executive Committee on 18 November 2019 to be implemented within EDF and providing for several commitments aimed at removing the “glass ceiling” for women executives in terms of membership of Executive Committees and senior management positions. Within the scope of the Company, the objectives set by the Board are as follows: To meet these objectives, EDF’s Executive Management shall adapt the objectives to the proportion of women executives in each of the Company’s divisions and will pursue the action plans undertaken to: hire women executives at a higher rate than their proportion recorded in ● engineering schools; offer succession plans for each management position that would always include ● male and female candidates; carry out an annual “women’s people review” for managers and future managers. ● In addition, EDF shall promote the participation and visibility of women in public interventions in all areas of the Group’s activities. The Board of Directors shall annually review the results obtained together with the assessment of the policy of professional equality between women and men. With regard to the results in terms of gender diversity in the 10% functions with highest responsibility (Article L. 22-10-10 of the French Commercial Code), women accounted for 28.1% of the Company’s 10% most senior positions as at 31 December 2019, compared with 27.5% as at 31 December 2018 (see section 3.3.3.1 “Workplace equality”). 30% of women on the Management Committees by 2023; ● 30% of women executives and future executives by 2025. ●

Directors In accordance with Order no. 2014-948 of 20 August 2014 regarding governance and trading in French State-owned companies, EDF is now administered by a Board of Directors consisting of three to eighteen members, including members appointed by the Shareholders’ Meeting, others appointed upon recommendation from the French State in accordance with Article 6 of the Order, a French State Representative chosen by the Minister for the Economy from the civil service in accordance with Article 4 of the Order, and one third employee representatives elected in accordance with the provisions of the law of 26 July 1983 (1) . On the date of filing of this Universal Registration Document, the Board of Directors has eighteen members: eleven directors appointed by the Shareholders’ Meeting, including five on ● The Government Commissioner (2) and Head of the French State General Economic & Financial Supervisory Mission to the Company (3) and the Secretary of the Central Social & Economic Committee attend the meetings of the Board of Directors, but are not entitled to vote. Between 1 January 2020 and the date of filing of this Universal Registration Document, there has been no change to the membership of the Board of Directors. The Shareholders’ Meeting convened on 7 May 2020 resolved to extend the term of office as Director of Ms Claire Pedini, for a period of three years ending following the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending 31 December 2022. This 3-year term was set by way of exception to the statutory 4-year term of office for directors, in order to maintain the staggered renewal of the Board of Directors implemented since 2019 (see section 4.2.2.1 “Term of office of Directors – Staggered re-election of the Board of Directors”). The Shareholders’ Meeting also ratified the co-optings approved by the Board on 28 June and 18 December 2019 respectively, of François Delattre, to replace Maurice Gourdault-Montagne for the latter’s remaining term of office, i.e. until the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending 31 December 2020, and Véronique Bédague-Hamilius, to replace Anne Rigail, whose resignation took effect on 16 December 2019, for the remainder of the latter’s term of office, i.e. until the General Meeting called to approve the financial statements for the fiscal year ending 31 December 2022. The terms of office of Marie-Christine Lepetit, Colette Lewiner, Laurence Parisot, Michèle Rousseau and François Delattre will expire at the General Meeting of Shareholders called to approve the financial statements for the year ending 31 December 2020. On recommendation from the Board of Directors, after receiving the opinion of the Appointments, Remuneration and Governance Committee, the General Meeting convened on 6 May 2021 will therefore be called to vote on the appointment and/or renewal of Directors. recommendation from the French State; six directors elected by the employees; ● one Representative of the French State. ●

(1) The employee representatives mentioned in Paragraph I of Article 7 of the Order of 20 August 2014 are subject, for their election and their status, to the same provisions as those applicable to employee representatives of companies subject to the law of 26 July 1983 (chapters II and III of section II of the law). (2) Article 15 of the Order of 20 August 2014. (3) This remit exercises the French State’s economic and financial supervision of EDF, in accordance with Article 8 of Decree no. 55-733 of 26 May 1955. It can exercise extensive supervisory procedures. (4) The data as at 31 December 2020 are not available on the date of filing this Universal Registration Document.

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EDF - UNIVERSAL REGISTRATION DOCUMENT 2020