EDF_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

BOARD OF DIRECTORS’ COMMITTEES 4.2.3 To perform its duties, the Board of Directors has created five Committees to examine and prepare certain projects before they are presented to the whole Board. These specialised Committees are: the Audit Committee, the Nuclear Commitments Monitoring Committee, the Strategy Committee, the Governance and Corporate Social Responsibility Committee (formerly the Ethics Committee, see section 4.2.3.4 “Governance and Corporate Social Responsibility Committee” below) and the Appointments & Remuneration Committee. The members, functioning and duties of the Committees are governed by the internal rules of procedure of the Board of Directors. The Committees include at least three directors chosen by the Board, which appoints the Chair of each Committee. The Company’s articles of association state that the Committees include at least one director representing the employees. On the date of this document, the Chairs of the Board Committees were as follows:

The membership of each Committee is described below. The Government Commissioner and the Head of the French State General Economic and Financial Supervisory Mission to the Company can attend the meetings of these Committees. The work of the Committees is organised within a program prepared for the year. Meetings are recorded in the form of written minutes and reports, which are submitted by the Committee Chair to the Board of Directors. The Board’s internal rules of procedure provide that the Committees shall meet in sufficient time before the Board’s meeting, whose agenda includes consideration of matters falling within their remit. The Committees may invite Company executives, including the Chairman and Chief Executive Office, to attend their meetings. They may also invite other parties to attend, whether employed by the Company or not, provided they inform the Chairman and Chief Executive Officer in advance and on the condition that they report such attendance to the Board. The Committees may also seek external technical advice and order studies on issues falling within their remit, at the Company’s expense, after having informed the Chairman and Chief Executive Officer and provided that they report this matter to the Board. In 2017, the average overall attendance rate of the Committees was 96%. The average attendance rate per Committee is indicated below.

4.

Mr. Jean-Bernard Lévy for the Strategy Committee; ■ Mrs. Marie-Christine Lepetit for the Audit Committee; ■

Mr. Philippe Crouzet for the Nuclear Commitments Monitoring Committee; ■ Mrs. Colette Lewiner for the Governance and Corporate Social Responsibility ■ Committee; Mr. Bruno Lafont for the Appointments & Remuneration Committee. ■

Audit Committee 4.2.3.1 Members

In accordance with the provisions of Article L. 823-19 of the French Commercial Code and the recommendations of the AFEP-MEDEF Code, the Committee does not include any Corporate Executive Officer.

The table below outlines the composition of the Audit Committee at the date of filing of the 2017 Reference Document:

Composition of the Audit Committee Marie-Christine Lepetit

Chairman Director appointed by the Shareholders’ Meeting on recommendation from the French state

Jacky Chorin

Member Member Member Member Member Member Member

Director elected by the employees

Philippe Crouzet Colette Lewiner

Independent director appointed by the Shareholders’ Meeting Independent director appointed by the Shareholders’ Meeting

Marie-Hélène Meyling

Director elected by the employees

Laurence Parisot Jean-Paul Rignac Christian Taxil

Independent director appointed by the Shareholders’ Meeting

Director elected by the employees Director elected by the employees

Number of members

8 3

Number of independent directors Percentage of independent directors*

75% Excluding directors representing the employees. The proportion of independent directors on the Committee is therefore three quarters for a minimum of two * thirds as recommended by the AFEP-MEDEF Code.

In 2017, the Board of Directors appointed Mr. Jean-Paul Rignac as a member of the Audit Committee as the replacement of Mr. Maxime Villota. Article L. 823-19 of the French Commercial Code states that at least one member of the Committee must have specific skills in financial or accounting matters and be independent based on the criteria defined and made public by the Board of Directors. The AFEP-MEDEF Code also recommends that the members of the Audit Committee have specific skills in financial or accounting matters. At the joint meeting of 10 December 2014, the Ethics Committee and the Appointments & Remuneration Committee reviewed the situation of Colette Lewiner and Laurence Parisot and Philippe Crouzet and issued a notice to the Board of Directors. The Board of Directors, meeting on 10 December 2014, noted that these directors have specific skills in financial and accounting matters according to the criteria recommended by the French Financial Markets Authority (AMF) in its report on the Audit Committee dated 22 July 2010. On 24 January 2017, the Board of Directors also confirmed the classification as independent directors of Colette Lewiner, Laurence Parisot and Philippe Crouzet. These three Committee members

meet the criteria of both expertise and independence mentioned in Article L. 823-19 of the French Commercial Code. Duties The Audit Committee carries out the duties entrusted to it in accordance with Article L. 823-19 of the French Commercial Code under the supervision of the Board of Directors. In accordance with this article, the Committee is tasked with the following duties in particular: monitoring the process to prepare financial information and making any ■ recommendations to guarantee its integrity; monitoring the effectiveness of the internal control, risk management and ■ internal audit systems, regarding procedures relating to the preparation and processing of accounting and financial information; monitoring the performance of the duties of the Statutory Auditors, ensuring ■ their independence and approving the provision of the services mentioned in Article L. 822-11-2 of the French Commercial Code.

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EDF I Reference Document 2017