EDF_REGISTRATION_DOCUMENT_2017

4.

CORPORATE GOVERNANCE Corporate Governance Code

4.1

CORPORATE GOVERNANCE CODE

the terms and conditions for the appointment of the Chairman and Chief ■ Executive Officer of EDF and the method of Executive Management (see section 4.2.2.2 “Method of Executive Management – Appointment and powers of the Chairman and Chief Executive Officer”); the terms and conditions for the setting of the compensation of the Chairman ■ and Chief Executive Officer (see section 4.6.1.1.1 “Terms and conditions for the setting of compensation”). In addition to the aforementioned specific laws and regulations, the table below sets out the AFEP-MEDEF Code recommendations that are not applied by the Company and the related explanations:

EDF has signed up to the AFEP-MEDEF Code (1) , which is the Corporate Governance Code to which the Company refers, in accordance with Article L. 225-37-4 of the French Commercial Code (2) , subject to the specific laws and regulations applicable to EDF. These specific laws and regulations, in accordance with EDF’s status as a state-owned company and in particular the application to the Company of Order no. 2014-948 of 20 August 2014 and its implementing texts, and decree no. 53-707 of 9 August 1953, are detailed in this Reference Document and relate specifically to: the members of the Board of Directors (see section 4.2.1 “Members of the Board ■ of Directors”);

AFEP-MEDEF Code recommendation

Relevant section of the Reference Document See section 4.2.2.1 (“Term of office of directors”).

Company’s position

Explanation

Staggered re-election of the Board of Directors Recommendation 13.2: “Terms should be staggered so as to avoid replacement of the entire body and to favour a smooth replacement of directors”.

The replacement of the entire Board of Directors every five years is no longer mandatory in accordance with the order of 20 August 2014

A proposal will be made to the Shareholders' Meeting called for 15 May 2018 to amend Article 13 of EDF's articles of association, starting from the Shareholders' Meeting held in 2019 to approve the financial statements for fiscal year 2018, to renew half of the Board of Directors every other year, excluding the directors elected by the employees and the representative of the French State appointed by decree. In accordance with the law of 26 July 1983, the directors representing the employees receive no directors’ fees. Furthermore, the directors’ fees payable to members recommended by the French State who are civil servants are paid to the French State budget. Representatives of the French state who are not civil servants can only receive 30% of the directors’ fees due to them, the remainder being paid to the French State budget. Finally, the Chairman of the Board of Directors does not receive any directors’ fees. Taking account of the wide range of situations, the Board has not established a unique rule on the holding of the Company’ shares. Furthermore, each director must act in the Company’s best interests, irrespective of the number of company shares they hold personally.

but the Company has not implemented the staggered re-election of the Board of Directors.

Holding of company shares by directors Recommendation 19: “The director should personally be a shareholder and, by virtue of the provisions in the by-laws or the internal regulations, hold a minimum number of shares that is significant in relation to the directors’ fees awarded. If he or she does not hold these shares when assuming office, he or she should use his or her directors’ fees to acquire them”.

The company’s articles of association and the Board’s internal rules of procedure do not require directors to hold a minimum number of shares that is significant in relation to the directors’ fees awarded.

See sections 4.6.1.2 (“Total compensation of directors”) and 4.5 (“Shareholding by directors and trading in EDF securities by corporate officers and executives”).

Code updated in November 2016. (1) After having considered the AFEP-MEDEF recommendations of October 2008 on the compensation of corporate officers and executives of companies, the Company’s Board of (2) Directors of 17 December 2008 approved these recommendations, deeming that they are in line with EDF’s corporate governance approach, and that they had already been implemented by the Company.

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EDF I Reference Document 2017