EDF_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Members and functioning of the Board of Directors

During the 2017 fiscal year, the Board of Directors appointed Christine Chabauty as a member of the Appointments & Remuneration Committee as the replacement of Maxime Villota. Duties The Committee submits its recommendations or proposals to the Board of Directors regarding the appointment of directors by the Shareholders’ Meeting. It supervises, where appropriate, the selection process of potential candidates and may perform its own review of the candidates before they are approached in any way. Where appropriate, it gives its opinion to the Board of Directors on the candidates proposed by the Chairman and Chief Executive Officer for appointment as Deputy Chief Executive Officers. It ensures the existence of succession plans in order to anticipate the succession, whether unforeseen or at the end of their term, of Executive Directors and members of the Group’s Executive Committee. The Chairman and Chief Executive Officer is involved, as necessary, in the Committee’s work, particularly with regard to the appointment of directors. With regard to remuneration, the Committee examines and gives an opinion on the principles and criteria used to determine and distribute the fixed, variable and exceptional items of the Chairman and Chief Executive Officer’s remuneration and benefits of all kinds and, where applicable, of the Deputy Chief Executive Officers.

It provides its opinion to the Board of Directors for the discussion and determination of such remuneration and benefits. The Chairman of the Committee submits this opinion for approval to the Minister for the Economy. The Committee prepares its proposals within the limits specified by Decree no. 2012-915 of 26 July 2012, which amended the Decree of 9 August 1953, relating to French State control of the remuneration of the executives of public companies, in accordance with which the Chairman and Chief Executive’s annual compensation must not exceed the gross sum of €450,000. The Committee submits to the Board its opinion on the remuneration policy of the Group’s Executive Committee and the main executives, as well as on the amount and terms and conditions for the distribution of directors’ fees to the members of the Board of Directors. Each year, alongside the Governance and Corporate Social Responsibility Committee, it examines the individual situations of the directors according to the criteria defined by the AFEP-MEDEF Code and reports its findings to the Board. Activity in 2017 The table below presents the statistical data relating to the 2016 and 2017 fiscal years:

4.

2016

2017

Number of meetings Average attendance rate

5

4

95%

100%

Average duration of the meetings

30 minutes

16 minutes

In 2017, the Appointments & Remuneration Committee examined and gave opinions to the Board on, amongst other items, the compensation of the Chairman and Chief Executive Officer for the 2017 fiscal year, as well as the candidacies of Christophe Cuvilliez and Maurice Gourdault-Montagne to respectively replace Maxime Villota and Christian Masset.

The Committee also held a joint meeting at the start of 2017 with the Governance and Corporate Social Responsibility 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 deliberates the matter.

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EDF I Reference Document 2017