EDF_REGISTRATION_DOCUMENT_2017

4.

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

Governance and Corporate Social Responsibility Committee 4.2.3.4 During its meeting of 24 January 2018, the Board of Directors changed the name of the Ethics Committee to the Governance and Corporate Social Responsibility Committee and extended the scope of its responsibilities. Members The table below outlines the composition of the Governance and Corporate Social Responsibility Committee at the date of filing of the 2017 Reference Document: Members of the Governance and Corporate Social Responsibility Committee Colette Lewiner Chairwoman Independent director appointed by the Shareholders’ Meeting Christine Chabauty Member Director elected by the employees Jacky Chorin Member Director elected by the employees Bruno Léchevin Member Director appointed by the Shareholders’ Meeting on recommendation from the French state Marie-Hélène Meyling Member Director elected by the employees Claire Pedini Member Independent director appointed by the Shareholders’ Meeting Duties The Governance and Corporate Social Responsibility Committee oversees issues Appointments & Remuneration Committee, it examines the individual situations of relating to corporate governance and ensures the implementation, via the the directors according to the criteria defined by the AFEP-MEDEF Code and reports Company’s corporate bodies, of the principles and rules of good governance its findings to the Board. It conducts an annual evaluation of the functioning of the outlined in particular in the AFEP-MEDEF Code. It may make proposals concerning Board and its Committees, and every three years oversees a formal assessment changes in the functioning or powers of the Board or its internal rules of procedure entrusted to a specialist external consultant (see section 4.2.2.5 “Evaluation of the and ensures that ethical considerations are taken into account in the work of the functioning of the Board of Directors and its Committees”). The Committee Board of Directors and in the management of the Company. The Committee advises examines and gives its opinion on situations of conflicts of interest of which it has the Board on the Group’s corporate social responsibility policies and reviews the become aware or which are reported to it by the Chairman or the Board of Directors, Company’s approach to ethics and compliance. Each year, alongside the and reports such situations to the Board. Activity in 2017 The table below presents the statistical data relating to the 2016 and 2017 fiscal years: 2016 2017 Number of meetings 6 7 Average attendance rate 88.9% 92.9% Average duration of the meetings 1 hours and 10 minutes 1 hours and 35 minutes In 2017, the Committee examined in particular the results of the 2016 “My EDF” Act no. 2017-399 of 27 March 2017 on the duty of care of parent companies and internal survey, the 2016 ethics and compliance review and the priorities for 2017, ordering companies (see section 3.1.6 "The vigilance plan"). It examined the the 2016 results of the external evaluation of the functioning of the Board and its questionnaire used as a basis for the 2017 internal evaluation of the functioning of Committees, the Group’s health and safety policy, EDF’s sustainable development the Board and its Committees and the results of this evaluation before they are policy and the Corporate Social Responsibility goals (see section 3.1.2 "Corporate presented to the Board. Number of members 6 2 Number of independent directors Percentage of independent directors* 67% Excluding directors representing the employees. *

social responsibility goals"), the Group’s policy and results in terms of equal access to employment and equal pay, the 2016 report by the EDF Group mediator, the disability policy, the report on religious values, EDF’s relations with its subcontractors and the Group’s policy in terms of responsible purchasing, as well as the principles of the draft vigilance plan to be drawn up by EDF in accordance with

The Committee also held a joint meeting at the start of 2017 with the Appointments & Remuneration Committee in order to examine the independence of the directors according to the criteria defined by the AFEP-MEDEF Code, before the Board of Directors discussed the matter.

Appointments & Remuneration Committee 4.2.3.5 Members The table below outlines the composition of the Appointments & Remuneration Committee at the date of filing of the 2017 Reference Document. Members of the Appointments & Remuneration Committee Bruno Lafont Chairman

Independent director appointed by the Shareholders’ Meeting

Christine Chabauty

Member Member Member

Director elected by the employees

Colette Lewiner

Independent director appointed by the Shareholders’ Meeting

Martin Vial

Representative of the French State

Number of members

4 2

Number of independent directors Percentage of independent directors*

67%

Excluding directors representing the employees. *

248

EDF I Reference Document 2017