EDF_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

discussions within the Board, and to devote more time to prospective issues and talent management. The findings of this evaluation were reviewed at a meeting of the Governance and Corporate Social Responsibility Committee and presented to the Board. The Board of Directors then met during the second half of 2017 for a special working session to explore the areas of improvement identified and to discuss in more detail the expectations expressed by the directors in the triennial evaluation. Annual evaluation The 2017 annual evaluation was carried out internally via a detailed questionnaire, reviewed by the Governance and Corporate Social Responsibility Committee before being sent to the directors. Including both closed-ended questions, enabling statistical monitoring of the answers provided by directors, and open-ended questions, enabling directors to give detailed answers, provide qualitative observations and propose changes, this questionnaire is filled in anonymously by directors then analysed by the Board’s Secretariat. This evaluation particularly covered the following fields: organisation of meetings of the Board of Directors and meetings of the Committees (number, duration, document sending deadlines, etc.); information made available to the directors; areas of expertise and working methods of the Board and of the Committees; relations between the Board and the Chairman and Executive Management; personal opinion on the governance of the Company, expectations and suggestions. The results of this evaluation, which were examined by the Governance and Corporate Social Responsibility Committee on 28 November 2017 and presented to the Board on 24 January 2018, showed that the directors were generally satisfied with the functioning of the Board and of the Committees. The information provided to the Board were deemed to be satisfactory. The directors were satisfied with the functioning of the Committees and considered that their work helped the Board with regard to decision-making. The balance of powers between the Chairman and Chief Executive Officer and the Board were deemed satisfactory and the directors considered that they had sufficient access to the Chairman and Chief Executive Officer and to the other members of EDF’s Management. Among the areas for improvement identified, the Board expressed its desire for its work programme to be stepped up in certain areas, including forward-looking issues and the competitive environment. The directors also suggested reducing the duration of the meetings and enhancing dialogue and discussion within the Board, including between directors. Lastly, they also expressed their desire for meetings without the attendance of Executive Management, as provided by the latest modification to the internal rules of the Board of Directors (see section 4.2.2.3 “Powers and duties of the Board of Directors” above). Information and training of directors – 4.2.2.6 Digitisation The Chairman and Chief Executive Officer ensures that the directors have access to the information necessary for them to carry out their functions. This information is provided to them as soon as possible to enable them to carry out their work under the best conditions.

Under the terms of the Board’s internal rules of procedure, it periodically receives information on the financial, treasury and off-balance sheet commitments position of the Company and the Group, as well as information on the performance of the Company’s principal subsidiaries on the occasion of the presentation of the annual and half year financial statements, in addition to the purchasing and human resources policy. The Board of Directors is regularly informed of changes to the Company’s markets, competitive environment and main challenges, including in the field of social and environmental responsibility. A document reviewing the Group’s current major sectors of business and the market trends, as well as the economic, financial and institutional context is regularly submitted to the Board of Directors. The Company also provides them with any information that may be appropriate between the meetings of the Board, particularly where it is of an urgent or important nature. The directors can add to this information by meeting with the principal executives of the Company or Group, without the Chairman’s presence being necessary, to discuss issues on the Board’s agenda. In addition, information meetings are organised on complex matters or issues of major strategic importance, together with any training requested by members. Accordingly, each director can receive additional training in the specific characteristics of the Company and the Group, their business activities and their field of activity. Since 2016, the Board of Directors has been using a digital management platform, which allows for the smooth and swift availability of Board and Committee files. Obligations and duties of the directors 4.2.2.7 The internal rules of procedure of the Board of Directors state that its members are subject to obligations such as: acting in the corporate interest of the Company, informing the Board of situations of conflict of interest (see also section 4.4.1 “Conflicts of interest”), and refraining from contributing to the discussions and voting on any decision in which there might be a conflict of interest, fulfilling the obligation of confidentiality, carrying out their mandate with diligence and commitment, and complying with the EDF Stock Exchange code of ethics. In addition to the right to obtain disclosure of the documents and information necessary to perform their work, the directors also have a duty to request the information they deem essential to carry out their duties. The directors and the Chairman and Chief Executive Officer are required to immediately inform the Board of any agreement entered into by the Company in which they hold a direct or indirect interest, or which might be entered into through an intermediary. Under the internal rules of procedure, the Chairman and Chief Executive Officer is also required to inform the Board of Directors before accepting an appointment in a listed company. Activity of the Board of Directors in 4.2.2.8 2017 The table below presents the statistical data relating to the 2016 and 2017 fiscal years:

4.

2016 15 (1)

2017 11 (1)

Number of meetings Average attendance rate

92.8%

90.9%

Average duration of the meetings

3 hours 3 hours and 10 minutes

In addition to this number of meetings, a one-day strategic seminar was also held. (1)

243

EDF I Reference Document 2017