EDF_REGISTRATION_DOCUMENT_2017

4.

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

4.2

MEMBERS AND FUNCTIONING OF THE BOARD OF DIRECTORS

4.2.1 In accordance with order 2014-948 of 20 August 2014 regarding governance and trading in state-owned companies, EDF is now administered by a Board of Directors consisting of three to eighteen members, including members appointed by the Shareholders’ Meeting, if applicable on recommendation from the French state in accordance with Article 6 of the order, a French State Representative chosen by the Minister for the Economy from the civil service in accordance with Article 4 of the order, and one third employee representatives elected in accordance with the provisions of the law of 26 July 1983 (1) . In accordance with the AFEP-MEDEF Code recommendations, the Board of Directors periodically reviews the desirable balance in its membership and that of the Committees it creates, particularly in terms of diversity (representation of women and men, nationalities, international experience, expertise) and the percentage of independent directors. On the date of filing of this Reference Document, the Board of Directors has eighteen members:

MEMBERS OF THE BOARD OF DIRECTORS

eleven directors appointed by the Shareholders’ Meeting, including five on ■ recommendation from the French State; six directors elected by the employees; ■ one Representative of the French State. ■ The Government Commissioner (2) and Head of the French State General Economic and Financial Supervisory Mission to the Company (3) and the Secretary of the Central Works Council attend the meetings of the Board of Directors, but are not entitled to vote. However, in accordance with Article L. 311-5-7 of the French Energy Code, based on Law 2015-992 of 17 August 2015 relating to the Energy Transition for Green Growth, the Government Commissioner is informed of investment decisions and can oppose decisions whose implementation would be incompatible with the objectives of the strategic plan developed by the Company or with those of the multi-year energy programme. Between 1 January 2017 and the date of filing of this Reference Document, the following modifications were made to the membership of the Board of Directors:

Date of beginning or expiration of term of office Replacing Resignation on 1 August 2017 n/a

First name, surname

Director

Christian Masset

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

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

Co-option by the Board of Directors on 20 September 2017 (1) Term of office expired on 6 November 2017 Term of office began on 7 November 2017 (2)

Christian Masset

Maxime Villota

Director elected by the employees, sponsored by the CGT

n/a

Christophe Cuvilliez

Director elected by the employees, sponsored by the CGT

Maxime Villota

In accordance with Articles L. 225-24 of the French Commercial Code and 13 of order no. 2014-948 of 20 August 2014, the Board of Directors appointed, on a (1) provisional basis, Maurice Gourdault-Montagne as director to replace Christian Masset for the remainder of Mr. Masset’s term of office, i.e. until the close of the Ordinary Shareholders’ Meeting convened to approve the financial statement for the fiscal year ended 31 December 2018. This co-option will be submitted to the approval of the Shareholders’ Meeting of 15 May 2018. Article 16 of Law no. 83-675 of 26 July 1983 on the Democratisation of the Public Sector stipulates that the candidates immediately below the last elected (2) candidate on a list are called upon to replace the elected representatives from this list whose seat may become vacant for any cause whatsoever. n/a not applicable.

Balanced representation of men and women on Boards of Directors In accordance with Article L. 225-18-1 of the French Commercial Code and the order of 20 August 2014, EDF, as a listed company and a state-owned company, is subject to the rules relating to the balanced representation of women and men on Boards of Directors and Supervisory Boards and the Company must comply with a proportion of no less than 40% of directors of each gender on the Board.

At the date of publication of this Reference Document, EDF’s Board of Directors thus includes seven women, including two of the directors elected by employees. Women thus make up 41.7% of the Board members taken into consideration to calculate this percentage under the AFEP-MEDEF Corporate Governance Code (i.e. excluding directors representing employees). Information regarding the directors The list of directors, their personal details as well as information on their terms of office on 15 January 2018 (4) are provided below.

The employee representatives mentioned in I of Article 7 of the order of 20 August 2014 are subject, for their election and their status, to the same provisions as those applicable (1) to employee representatives of companies subject to the Law of 26 July 1983, in sections II and III of Title II of this law. Article 15 of the order of 20 August 2014. (2) This mission exercises the French State’s economic and financial supervision of EDF, in accordance with Article 8 of decree 55-733 of 26 May 1955. It can exercise extensive (3) supervisory procedures. Unless otherwise stated in the table. (4)

226

EDF I Reference Document 2017