EDF / 2020 Universal Registration Document

4 CORPORATE GOVERNANCE

Members and functioning of the Board of Directors

Nuclear Commitments Monitoring Committee 4.2.3.2 Membership The table below outlines the membership of the Nuclear Commitments Monitoring Committee on the date of filing of the Universal Registration Document:

Members of the Nuclear Commitments Monitoring Committee Gilles Denoyel Chairman

Director appointed by the Shareholders’ Meeting on recommendation from the French State

Karine Granger

Member Member

Director elected by the employees

Marie-Christine Lepetit

Director appointed by the Shareholders’ Meeting on recommendation from the French State

Colette Lewiner

Member Member Member

Independent director appointed by the Shareholders’ Meeting

Vincent Rodet

Director elected by the employees

Michèle Rousseau

Director appointed by the Shareholders’ Meeting on recommendation from the French State

Number of members

6 1

Number of independent directors Percentage of independent directors*

25%

Excluding directors representing the employees. *

Duties The Nuclear Commitments Monitoring Committee (NCMC) was created by Article 9 of Decree no. 2007-243 of 23 February 2007 on the securing of the financing of long-term nuclear expenses. It is tasked with monitoring the value of nuclear liabilities and changes in the related provisions, issuing an opinion on issues relating to the governance of dedicated assets, the rules for asset-liability matching and on strategic allocation, as well as examining the results of the management of assets constituted by the Company and verifying the compliance of such management with the rules on constituting, managing, and controlling the financial risks of dedicated assets. It provides the Board with an opinion on the internal control procedure for the financing of the expenses relating to decommissioning of nuclear facilities, spent fuel management and disposal of radioactive waste, as set out in Article L. 594-1 of the French Environmental Code.

The Committee relies on the works of the Nuclear Commitments Financial Expertise Committee (NCFEC) which is comprised of independent experts appointed by the Board , whose duty is to assist the Company and its corporate bodies with matters relating to asset-liability matching and the management of dedicated assets. Finally, the Committee issues an opinion prior to any investment in unlisted dedicated assets for any project exceeding a unit amount of €400 million as well as for any project (excl. real estate) exceeding a unit amount of €200 million resulting in full consolidation of the target investment by the Company. In case the Committee issues a negative opinion on an investment plan, the Board of Directors has sole authority to authorise the aforementioned plan.

Activity in 2020

2020

2019

Number of meetings Average attendance rate

3

3

100%

94.4%

Average duration of the meetings

3 hours and 11 minutes

2 hours and 45 minutes

In 2020, the Committee examined the coverage situation and the discount rate for industrial geological storage centre (CIGEO) and activated waste packaging and nuclear provisions, the performance of the portfolio of listed and unlisted dedicated storage facility (ICEDA) projects (see section 1.4.1.1.2.3 “Nuclear Power Issues”) and assets, the works and discussions on changes in the strategic allocation included in the Charter for Responsible Investment in Dedicated Assets).

the policy on the constitution, management and control of the financial risks involving dedicated assets, the update letter on the three-yearly report on the securing of financing for nuclear expenses and the report on internal control which it includes, the follow up of risks related to dedicated assets, the state of progress of the first-generation nuclear power plant decommissioning programme and the

The Statutory Auditors attend the meetings of the Committee. The Committee did not need to seek any external technical advice or order any studies on issues falling within its remit during the 2020 fiscal year.

(1) The current members of the NCFEC were re-elected or appointed on 19 November 2019 for three years by the Board of Directors after consultation with the NCMC.

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EDF - UNIVERSAL REGISTRATION DOCUMENT 2020