EDF_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

The Committee relies on the works of the Nuclear Commitments Financial Expertise Committee (NCFEC) which is comprised of independent experts appointed by the Board (1) , whose duty is to assist the Company and its corporate bodies with matters relating to asset-liability matching and the management of dedicated assets. Finally, the Committee issues an opinion prior to any investment in unlisted assets for any project exceeding a unit amount of €400 million as well as for any project (excl. real estate) exceeding a unit amount of €200 million resulting in full

consolidation of the target investment by the Company. In case the Committee issues a negative opinion on an investment plan, the Board of Directors has sole authority to authorise the aforementioned plan. 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

3

3

100%

94.4%

Average duration of the meetings

2 hours and 20 minutes 2 hours and 11 minutes

In 2017, the Committee examined in particular the coverage situation and the includes, the state of progress of the first-generation nuclear power plant discount rate of nuclear provisions, the performance of the portfolio of listed and decommissioning programme and the industrial geological storage centre project unlisted dedicated assets, investment decisions and prospects (see section 1.4.1.1.7 (“Cigéo”) for long-life high and medium-activity waste, as well as changes to the “Assets available to cover EDF’s long-term nuclear obligations (outside the framework of the policy on the constitution and management of dedicated assets operating cycle)”), the 2017 annual update letter on the three-yearly report on the and the management of financial risks submitted to the Committee for its opinion. securing of financing for nuclear expenses and the report on internal control which it

4.

Strategy Committee 4.2.3.3 Members The directors who are not members of the Strategy Committee may attend its meetings.

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

Members of the Strategy Committee

Chairman of the Committee

Jean-Bernard Lévy

Chairman and Chief Executive Officer, director appointed by the Shareholders’ Meeting Member Director appointed by the Shareholders’ Meeting on recommendation from the French state

Olivier Appert Jacky Chorin

Member

Director elected by the employees

Maurice Gourdault-Montagne

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

Marie-Hélène Meyling

Member Member Member Member Member

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 Representative of the French State

Martin Vial

Duties The Strategy Committee issues an opinion to the Board of Directors on the Company’s strategic objectives drawn up with a view to the consultation of the EDF Company’s major strategic objectives and, specifically, the corporate strategic plan Central Works Council, the public service contract (see section 1.5.2 “Public service presenting the actions to be implemented in order to comply with the objectives of in France”), strategic agreements, alliances and partnerships, as well as research the multi-year energy plan (see section 1.5.2 “Public service in France”), the and development policy. Activity in 2017 The table below presents the statistical data relating to the 2016 and 2017 fiscal years: 2016 2017 Number of meetings 5 3 Average attendance rate* 97.8% 100% Average duration of the meetings 2 hours and 20 minutes 3 hours and 10 minutes Attendance rate calculated based on the members of the Committee alone (all of the members of the Board may attend these meetings). * In 2017, the Strategy Committee examined, in particular, the report on the strategy, discussions on the strategy for the renewal of the French nuclear fleet, maintenance of critical skills at Framatome’s Creusot Forge plant drawn up by a challenges relating to the French nuclear sector and the choice of a new EPR model, group of specialists including Yves Bréchet, the High Commissioner for Atomic the strategic context and underlying assumptions of the 2018-2021 medium-term Energy, and the improvement plan for the Creusot site taking into account the plan and the strategic objectives with a view to consultation of the Central Works recommendations outlined in this report, Framatome’s situation and prospects, Council in accordance with Article L. 2323-10 of the French Labour Code. monitoring of investments made by the Group’s Renewable Energies Division and its

The current members of the NCFEC were re-elected or appointed on 3 November 2016 for three years by the Board of Directors on recommendation from the NCMC. (1)

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EDF I Reference Document 2017