EDF / 2020 Universal Registration Document

4 CORPORATE GOVERNANCE Executive Management

Duties In terms of appointments, the Committee submits its recommendations or proposals to the Board of Directors regarding the appointment of directors by the Shareholders’ Meeting. It supervises the selection process of potential candidates and may perform its own review of the candidates. It proposes to the Board the definition and updating of a diversity policy applied to directors. It monitors the implementation of the policy and the results achieved. The Committee ensures the existence of succession plans in order to anticipate the succession, whether unforeseen or at the end of their term, of executive corporate officers and members of the Group’s Executive Committee. The Chairman & Chief Executive Officer is involved in the Committee’s work in the performance of this task, except with respect to work regarding his or her own succession. With regard to remuneration, the Committee examines and gives an opinion on the corporate officer remuneration policy referred to in Article L. 22-10-8 of the French Commercial Code and on the principles and criteria used to determine and distribute all the factors comprising the Chairman & Chief Executive Officer’s remuneration and benefits of all kinds. It submits this opinion to the Board for deliberation. The Chairman of the Committee also submits this opinion for approval to the French Minister for the Economy. The Committee prepares its proposals within the limits specified by Decree no. 2012-915 of 26 July 2012, which amended the Decree of 9 August 1953, relating to French State control of the compensation of the

executives of public companies, in accordance with which the Chairman & Chief Executive’s annual compensation must not exceed the gross sum of €450,000. The Committee submits to the Board its opinion on the remuneration policy of the Group’s Executive Committee and the main executives, as well as on the amount and terms and conditions for the distribution of the sum set by the Shareholders’ Meeting to be allocated to the directors in return for their duties. In terms of governance, the Committee oversees issues relating to corporate governance and ensures the implementation, within the Company’s corporate bodies, of the principles and rules outlined in the AFEP-MEDEF Code. It may make proposals concerning changes in the functioning or powers of the Board or its internal rules of procedure. Every year, it conducts a review of the functioning of the Board and its Committees and every three years supervises the formal evaluation conducted by an independent external consultant. Each year, the Committee examines the individual situations of the directors in accordance with the independance criteria defined by the AFEP-MEDEF Code and reports its findings to the Board. In the event of appointment of new members to the Audit Committee, it examines these members’ expertise in the field of finance, accounting and statutory audit. It examines and gives its opinion on situations of conflicts of interest of which it has become aware or which are reported to it and reports such situations to the Board.

Activity in 2020

2020

2019

Number of meetings Average attendance rate

4

9

100%

86.1%

Average duration of the meetings

1 hour and 22 minutes

24 minutes

In 2020, the Committee reviewed the remuneration policy for corporate officers (Chairman and Chief Executive Officer and directors) submitted to the Shareholders’ Meeting of 7 May 2020 pursuant to Article L. 22-10-8 of the French Commercial

senior executives, the proposal to appoint a Climate point person within the Board of Directors (see section 4.2.3.4 “Corporate Responsibility Committee”), the choice of

the independent firm in charge of the external evaluation of the Board and its Code and the remuneration policy for EDF group executives, the individual situation Committees and the assessment of its work prior to its presentation to the Board of of Directors with regard to the independence criteria of the AFEP-MEDEF Code, the Directors. At the beginning of 2021, the Committee reviewed the succession plan for proposal to renew the term of office of one Director (see section 4.2.1 “Members of all Executive Committee members.

the Board of Directors”), the governance elements of the 2019 management report, the EDF group’s Talents policy and the training and development arrangements for

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.

Executive Management 4.3

The Chairman & Chief Executive Officer is assisted by an Executive Committee which includes representatives of all the Group’s lines of business. This Committee is a body that makes decisions on, considers and discusses the Group’s operational and strategic issues. It examines all the Group’s significant underlying and current issues, tracks the operating objectives and results and contributes to the management and forecasting of the EDF group’s major challenges. It reviews and authorises significant projects, specifically the Group’s investment or divestment projects for amounts which exceed certain thresholds, in accordance, where appropriate, with the governance of the Group’s listed subsidiaries. In principle, the Executive Committee meets each week.

In order to reinforce the examination and follow-up of projects, an Executive Committee Commitments Committee examines in-depth the most significant projects in terms of level of commitments or risks incurred before the Executive Committee makes its decision. No investment project may be submitted for review by the Board of Directors without having first been approved by this Committee. On the date of filing of this Universal Registration Document, the Executive Committee comprised thirteen members and a Secretary. The list of members and their personal information appear below.

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EDF - UNIVERSAL REGISTRATION DOCUMENT 2020