EDF_REGISTRATION_DOCUMENT_2017

4.

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

The table below shows the individual attendance rate of directors over the 2017 fiscal year:

Directors whose terms of office are ongoing at 31 December 2017

Average attendance rate in 2017

Jean-Bernard Lévy

100% 100% 81.8% 100% 90.9% 100% 100% 81.8% 72.7% 100% 90.9% 81.8% 100% 90.9% 100% 90.9% 90.9% 100%

Olivier Appert

Christine Chabauty

Jacky Chorin

Philippe Crouzet

Christophe Cuvilliez (1)

Maurice Gourdault Montagne (2)

Bruno Lafont Bruno Léchevin

Marie-Christine Lepetit

Colette Lewiner

Marie-Hélène Meyling

Laurence Parisot

Claire Pedini

Jean-Paul Rignac Michèle Rousseau

Christian Taxil

Martin Vial

Director since 7 November 2017. (1) Director since 20 September 2017. (2)

Independent directors’ work groups – AREVA and Fessenheim projects Following the discussions held in 2015 between EDF and AREVA SA on the project for the acquisition by EDF of exclusive control of the activities of AREVA NP, the Board of Directors decided on 8 April 2015 to create a workgroup featuring the independent members of the EDF Board of Directors in accordance with the criteria of the AFEP-MEDEF Code. Chaired by Colette Lewiner, it also featured Laurence Parisot, Philippe Crouzet and Bruno Lafont. The aim of this workgroup, in conjunction with EDF’s Management, was to examine any project resulting from the discussions between EDF and AREVA SA, particularly regarding its strategic and industrial interests, its financial results and its social issues. Without replacing the work of the Board of Directors’ Committees, or the decision-making processes in place at Board level, the workgroup could provide, based on its independent analysis, any useful opinions or recommendations to the Board of Directors on the project. Accordingly, it received from the Company the information for it to fulfil its duties and received assistance from an advisory bank, particularly to examine the valuation items, and technical advice from legal advisors. This workgroup, which met several times in 2015 and 2016, issued opinions to the Board of Directors and the Strategy Committee at different stages of the discussions with AREVA SA. The workgroup held a final meeting in 2017 before the completion of the transaction on 31 December 2017 (see section 1.4.1.3 "Framatome"). Furthermore, the Board of Directors also decided, on 3 June 2016, to entrust to a workgroup chaired by Colette Lewiner and comprised of the independent directors and Claire Pedini, the monitoring of the discussions held between EDF and the French State on the early closure of the Fessenheim power plant, in conjunction with EDF Management, and the examination of the terms and conditions of the compensation agreement to be entered into with the French state before submitting them for deliberation to the Board of Directors. Accordingly, the workgroup received from the Company the information needed to perform its duties and could contact the relevant stakeholders. It was assisted by an economic and financial advisor and a legal advisor. This workgroup, which met several times in 2016 and 2017, issued an opinion on the draft settlement agreement between the French state and EDF which was submitted for authorisation to the Board of Directors on 24 January 2017. A final meeting was held before the meeting of the Board of Directors of 6 April 2017 confirming EDF’s authorisation to sign the settlement agreement with the French state.

In 2017, the Board of Directors examined and/or authorised, in addition to items relating to the Company’s regular business, issues such as the increase in EDF’s share capital, the creation of the company Edvance (see section 1.4.1.2.3.4 “Creation of the company Edvance”), the finalisation of EDF’s acquisition of the exclusive control of the activities of AREVA NP (see 1.4.1.3 “Framatome”), the draft settlement protocol relating to EDF’s compensation by the French state for the early closure of the Fessenheim plant, the findings of the review of the Hinkley Point C project and the subsequent action plan, EDF’s strategic plan presenting the actions to be implemented over the first phase (2016-2018) of the multi-year energy plan (see section 1.5.2 “Public service in France”), EDF’s solar energy plan, the work programme prior to possible investment decisions relating to the renewal of the French nuclear fleet, the progress on the Flamanville EPR project and the “Grand Carénage” programme (see section 1.4.1.2.2 “Update on the Flamanville EPR project” and section 1.4.1.1.2 “Operation and technical performance of the nuclear fleet”), the key issues and outlook for Enedis and Dalkia, the disposal by EDF International of its shareholdings in the Polish companies EDF Polska and Kogeneracja, the planned acquisition of listed company Futuren by EDF Énergies Nouvelles, the implementation of smart meters in the United Kingdom, the sale of a real estate portfolio by Sofilo and EDF and of the headquarters of Edison, the Company’s strategic objectives drawn up with a view to the consultation of the EDF Central Works Council, the reports of the Inspector General on nuclear safety and radiation protection and the Inspector for hydraulic safety, and the EDF equal access to employment and equal pay policy. Finally, at the annual strategic seminar, the Board examined issues such as the impact on EDF’s industrial and economic model of forward-looking scenarios up to 2050, the current status of the energy transition in Europe, the competitive environment, changes in the nuclear industry and renewable energy sector worldwide, and discussed the progress of the CAP 2030 strategy (see section 1.3.2.7 “CAP 2030 success factors”).

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