EDF adheres to the AFEP-MEDEF Code(1), which is the Corporate Governance Code to which the Company refers, in accordance with Article L. 225-37-4 of the French Commercial Code (Code de commerce), subject to the specific laws and regulations applicable to EDF.
These specific laws and regulations, in accordance with EDF’s status as a French State-owned company and in particular the application to the Company of Order no. 2014-948 of 20 August 2014 and its implementing texts, and Decree no. 53–707 of 9 August 1953, are detailed in this Universal Registration Document and relate specifically to:
In addition to the aforementioned specific laws and regulations, the table below sets out the AFEP-MEDEF Code recommendations that are not applied by the Company and the related explanations:
| AFEP-MEDEF Code recommendation | Company’s position | Explanation | Section of the Universal Registration Document |
|---|---|---|---|
| Succession plan of executive corporate officersRecommendation no. 17.2.2:“The Appointments Committee (or an ad hoc Committee) prepares a succession plan of the executive corporate officers.” | Succession plan of executive corporate officersRecommendation no. 17.2.2: “The Appointments Committee (or an ad hoc Committee) prepares a succession plan of the executive corporate officers.”Company’s position The internal rules of procedure of the Board provide for the Appointments, Remuneration & Governance Committee to ensure the existence of succession plans in order to anticipate the succession, whether unforeseen or at the end of their term, of executive corporate officers. The Committee has not, to date, included the Chairman & Chief Executive Officer’s succession plan into its work. | Succession plan of executive corporate officersRecommendation no. 17.2.2: “The Appointments Committee (or an ad hoc Committee) prepares a succession plan of the executive corporate officers.”Explanation The terms and conditions of appointment of the EDF Chairman & Chief Executive Officer are subject to a specific set of rules, as in accordance with the provisions of Article 13 of the French Constitution, he or she is appointed by decree of the President of the Republic of France, on recommendation of the Board of Directors, based on the opinion of the Permanent Committees of the French National Assembly and Senate. The Chairman & Chief Executive Officer’s succession shall however be included in the work of the Appointments, Remuneration & Governance Committee in 2020. | Succession plan of executive corporate officersRecommendation no. 17.2.2: “The Appointments Committee (or an ad hoc Committee) prepares a succession plan of the executive corporate officers.”Section of the Universal Registration DocumentSee section 4.2.2.2 “Method of Executive Management − Appointment and powers of the Chairman & Chief Executive Officer” |
| Holding of Company shares by directRecommendation no. 20:“…the Director should personally be a shareholder and, by virtue of the provisions in the articles of association or the internal regulations, hold a minimum number of shares that is significant in relation to the Directors’ allocated attendance fees. If he or she does not hold these shares when assuming office, he or she should use his or her Directors’ attendance fees to acquire them.” | Holding of Company shares by directRecommendation no. 20: “…the Director should personally be a shareholder and, by virtue of the provisions in the articles of association or the internal regulations, hold a minimum number of shares that is significant in relation to the Directors’ allocated attendance fees. If he or she does not hold these shares when assuming office, he or she should use his or her Directors’ attendance fees to acquire them.”Company’s position The Company’s articles of association and the Board’s internal rules of procedure do not require Directors to hold a minimum number of shares that is significant in relation to the compensation they receive for their term of office. | Holding of Company shares by directRecommendation no. 20: “…the Director should personally be a shareholder and, by virtue of the provisions in the articles of association or the internal regulations, hold a minimum number of shares that is significant in relation to the Directors’ allocated attendance fees. If he or she does not hold these shares when assuming office, he or she should use his or her Directors’ attendance fees to acquire them.”Explanation In accordance with the law of 26 July 1983, the Directors representing the employees receive no compensation for their term of office. Furthermore, the compensation received for their term of office by Directors recommended by the French State who are civil servants is paid to the French State budget. Directors appointed on the recommendation of the French State who are not civil servants, can only receive 85% of the compensation due to them, the remainder being paid to the French State budget. Finally, the Chairman of the Board of Directors does not receive any compensation for his or her term of office as Director. Taking account of the wide range of situations, the Board has not established a unique rule on the holding of the Company’ shares. Furthermore, each Director must act in the Company’s best interests, irrespective of the number of Company shares they hold personally. | Holding of Company shares by directRecommendation no. 20: “…the Director should personally be a shareholder and, by virtue of the provisions in the articles of association or the internal regulations, hold a minimum number of shares that is significant in relation to the Directors’ allocated attendance fees. If he or she does not hold these shares when assuming office, he or she should use his or her Directors’ attendance fees to acquire them.”Section of the Universal Registration DocumentSee sections 4.6.1.2 (“Total compensation of Directors”) and 4.5 (“Shareholding by corporate officers and trading in EDF securities by corporate officers and executives”). |
(1) Code updated in January 2020.
