EDF / 2020 Universal Registration Document

4 CORPORATE GOVERNANCE

Members and functioning of the Board of Directors

4.2.3

Board of Directors’ Committees

Presentation of the Committees (1)

To perform its duties, the Board of Directors has created five Committees to examine and prepare certain issues before they are presented to the whole Board. These specialised Committees are: the Audit Committee, the Nuclear Commitments Monitoring Committee, the Strategy Committee, the Corporate Responsibility Committee, and the Appointments, Remuneration & Governance Committee. The members, functioning and duties of the Committees are governed by the internal Rules of Procedure of the Board of Directors. The Committees include at least three directors chosen by the Board, which appoints the Chair of each Committee. The Company’s articles of association state that each Committee should include at least one director representing the employees. On the date of this document, the Chairs of the Board Committees were as follows: Mr Jean-Bernard Lévy for the Strategy Committee; ● Ms Marie-Christine Lepetit for the Audit Committee; ● Mr Gilles Denoyel for the Nuclear Commitments Monitoring Committee; ● Ms Claire Pedini for the Corporate Responsibility Committee; ● Ms Colette Lewiner for the Appointments, Remuneration & Governance ● Committee.

The Government Commissioner and the Head of the French State General Economic and Financial Supervisory Mission to the Company can attend the meetings of these Committees. The Government Commissioner may be represented to these Committees. The work of the Committees is organised within a programme prepared for the year. Meetings are recorded in the form of written Minutes, and the Committee Chair gives an oral report at the following meeting of the Board of Directors. The Board’s internal Rules of Procedure provide that the Committees shall meet in sufficient time before the Board’s meeting, the agenda of which includes consideration of matters falling within their remit. The Committees may invite Company executives, including the Chairman & Chief Executive Office, to attend their meetings. They may also invite other parties to attend, whether employed by the Company or not, provided they inform the Chairman & Chief Executive Officer in advance and on the condition that they report such attendance to the Board. The Committees may also seek external technical advice and order studies on issues falling within their remit, at the Company’s expense, after having informed the Chairman & Chief Executive Officer and provided that they report this matter to the Board. In 2020, the average overall attendance rate of the Committees was 97.9%. The average rate of attendance per Committee is provided under section 4.2.3.1 to 4.2.3.5 below.

(1) Data for the fiscal year 2020, except for data on the composition of the Committees, which are given as of the date of filing of this Universal Registration Document.

248

www.edf.fr

EDF - UNIVERSAL REGISTRATION DOCUMENT 2020