EDF_REGISTRATION_DOCUMENT_2017

4.

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

In fulfilling its duties, it examines and gives its opinion to the Board of Directors, on: the Company’s financial position, the medium-term plan and the budget; ■ the preliminary company and consolidated annual and half-yearly financial ■ statements and financial reports prepared by the Financial Division; the monitoring of risks and internal control (mapping of Group risks and methods ■ of detection, anticipation and management of risks, organisation and evaluation of internal control processes); auditing (annual audit programme, main findings and corrective actions, ■ monitoring of their implementation); the monitoring of the Statutory Auditors (coordination of the auditor selection ■ procedure, monitoring of the Statutory Auditors’ fulfilment of their duties taking account, where applicable, of the findings and conclusions of the High Council of Auditors, verification of the Statutory Auditors’ compliance with the conditions of independence provided for in the applicable texts, opinion on the amount of fees, approval of the provision by the Statutory Auditors of non-auditing procedures

according to a procedure approved by the Board of Directors on 3 November 2016); the financial aspects of external growth or disposal activities that are particularly ■ significant (see section 3.2.2.4 “Powers and duties of the Board of Directors”); the policies in terms of insurance, energy market risks and risk of bankruptcy of ■ the Group’s counterparties. The examination of the financial statements by the Committee is accompanied by a presentation by the Statutory Auditors underlining the bases for the preparation of the financial statements, the applicable accounting frame of reference, the audit approach implemented and the conclusions of their auditing work or limited review. In addition to the meetings of the Audit Committee devoted to examining the annual and half-yearly financial statements, the Statutory Auditors also attend the meetings devoted to risk monitoring, internal control and auditing. For the purposes of its work, the Committee regularly meets with the Statutory Auditors, Executive Management, Corporate Finance, Group Risk Management and Internal Auditing.

Activity in 2017 The table below presents the statistical data relating to the 2016 and 2017 fiscal years:

2016

2017

Number of meetings Average attendance rate

8

5

87.5%

92.5%

Average duration of the meetings

3 hours 3 hours and 7 minutes

In 2017, the Audit Committee, amongst other tasks, examined the half-year and annual financial statements and the presentation by the Statutory Auditors of the key points of the results of their work on the financial statements, the 2018 budget and the 2018-2021 medium-term plan, the review of the value of assets with a view to the closing of the 2017 financial statements, risk mapping and risk control methods, energy market and counterparty risks, internal audit summaries and the audit program, employee benefit obligations and the variabilisation of the Group’s debt, the 2017-2018 financial management and financial risk control agreement, the action plan subsequent to the review of the Hinkley Point C project, and cyber security risk.

In accordance with the procedure approved by EDF’s Board of Directors on 3 November 2016, the Committee authorised the Statutory Auditors and the members of their network to provide services other than the certification of the financial statements and it was informed of the services provided as part of the pre-approval process under the terms of this procedure. The Committee did not need to seek any external technical advice or order any studies on issues falling within its remit during the 2017 fiscal year.

Nuclear Commitments Monitoring Committee 4.2.3.2 Members The table below outlines the composition of the Nuclear Commitments Monitoring Committee at the date of filing of the 2017 Reference Document: Members of the Nuclear Commitments Monitoring Committee Philippe Crouzet Chairman

Independent director appointed by the Shareholders’ Meeting

Olivier Appert

Member Member Member Member Member

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

Christophe Cuvilliez Marie-Christine Lepetit Marie-Hélène Meyling

Director elected by the employees

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

Director elected by the employees

Michèle Rousseau

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

Number of members

6 1

Number of independent directors Percentage of independent directors*

25%

Excluding directors representing the employees. *

During the 2017 fiscal year, the Board of Directors appointed Christophe Cuvilliez as a member of the Nuclear Commitments Monitoring Committee as the replacement of Maxime Villota. Duties The Nuclear Commitments Monitoring Committee (NCMC) was created by Article 9 of Decree no. 2007-243 of 23 February 2007 on the securing of the financing of long-term nuclear expenses.

It is tasked with monitoring the value of nuclear liabilities and changes in the related provisions, issuing an opinion on issues relating to the governance of dedicated assets, the rules for asset-liability matching and on strategic allocation, as well as examining the results of the management of assets constituted by the Company and verifying the compliance of such management with the rules on constituting, managing, and controlling the financial risks of dedicated assets. It provides the Board with an opinion on the internal control procedure for the financing of the expenses set out in Article L. 594-1 of the French Environment Code.

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EDF I Reference Document 2017