EDF / 2020 Universal Registration Document

4 CORPORATE GOVERNANCE

Members and functioning of the Board of Directors

Activity of the Board of Directors in 2020 4.2.2.8

2020

2019

Number of meetings Average attendance rate

9*

12*

96.3%

91.7%

Average duration of the meetings

3 hours and 27 minutes

2 hours and 40 minutes

In addition to this number of meetings, a one-day strategic seminar is also held. *

The table below shows the individual attendance rate of Directors over the 2020 fiscal year:

Average attendance rate in 2020

Directors

Jean-Bernard Lévy

100% 100% 100%

Véronique Bédague-Hamilius

Claire Bordenave

Jacky Chorin Bruno Crémel

89%

100%

François Delattre Gilles Denoyel Karine Granger

89%

100%

89% 89%

Marie-Christine Lepetit

Colette Lewiner Laurence Parisot

100% 100% 100% 100% 100% 100% 100% 100% 78%

Claire Pedini

Philippe Petitcolin Jean-Paul Rignac

Vincent Rodet

Michèle Rousseau

Christian Taxil

Martin Vial

In 2020, the Board of Directors reviewed and/or authorised in particular, in addition to numerous items relating to the Company’s regular business, a draft of EDF’s raison d’être , after receiving the opinion of the Corporate Responsibility Committee and before submission to the Shareholders’ Meeting of 7 May 2020, EDF’s business strategy, the continuation of the EPR2 programme and the outlook for new French nuclear power, the strategy and outlook for Enedis, the corporate strategic plan pursuant to the Multi-Year Energy Programme (see section 7.1.6.2 “Public service in France”), the final investment decision on the Fécamp offshore wind power project, the project to build the Larivot power plant in French Guiana, the issuance of green OCEANE bonds, progress on the proposed sale of Edison’s Exploration & Production business, progress on the implementation of the Excell plan and the Flamanville, Hinkley Point C and Sizewell C EPR projects, as well as the Grand Carénage programme, the Company’s nuclear fuel cycle strategy, the progress of the Ecocombust project, EDF’s policy on professional and salary equality, the Company’s strategic orientations with a view to consulting EDF’s Central Economic and Social Committee and the conclusions of the external evaluation of the Board and its Committees (see section 4.2.2.5 “Evaluation of the functioning of the Board of Directors and its Committees”). The Board held an extraordinary meeting in March 2020 entirely dedicated to the management of the health crisis and the Group’s business continuity plans. Briefings on the situation of the Company, the Group and its employees in the context of the

crisis were then given at each Board meeting during the past fiscal year, as well as on the impact of the crisis on the French nuclear fleet and the Group’s major projects. The Board was thus able to ensure that the business continuity of the Group was ensured under the best possible conditions, that changes in the Group’s major risks were closely monitored in this context and that the health of employees was preserved. The directors meet once a year to discuss the strategy of the Company and of the Group as part of an ad hoc seminar. During the 2020 strategy seminar, the Board discussed the commitments and opportunities related to carbon neutrality in 2050, the strategy of similar companies and oil companies in Europe, scenarios for the decarbonisation of the French energy mix by 2050 and the Group’s prospects and action plan for electric mobility and low-carbon hydrogen in the context of the decarbonisation of the transport sector. Finally, under the internal Rules of Procedure for the Board of Directors, a meeting is to be held each year without the attendance of the Chairman & Chief Executive Officer (executive session), which is chaired by the Chair of the Appointments, Remuneration & Governance Committee (see section 4.2.2.3 “Powers and duties of the Board of Directors”). In view of the difficulties related to the health crisis in 2020, the executive session was postponed to the first quarter of 2021, if the sanitary conditions allow it, as the directors considered it preferable to hold this meeting in person.

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EDF - UNIVERSAL REGISTRATION DOCUMENT 2020