The terms of office of Ms. Marie-Christine Lepetit, Ms. Colette Lewiner, Ms. Laurence Parisot, Ms. Michèle Rousseau, Mr. Maurice Gourdault-Montagne and Mr. Jean-Bernard Lévy were also extended at the Shareholders’ Meeting of 16 May 2019 (see below the table of personal information on Directors).
The provisional appointments of Mr. François Delattre, and Ms. Véronique Bédague-Hamilius, approved by the Board of Directors in 2019, shall be submitted for ratification to the EDF Shareholders’ Meeting scheduled for 7 May 2020. A recommendation shall also be submitted to the Shareholders’ Meeting to extend the term of office as Director of Ms. Claire Pedini for a period of three years ending following the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending 31 December 2022. As an exception to the statutory term of office of Directors set to four years, it is recommended that the Shareholders’ Meeting set the term of office of Ms. Pedini to three years, in accordance with Article 13.III of the articles of association, in order to maintain the rotation of Directors put in place in 2019 (see section 4.2.2.1 “Term of office of Directors –Staggered re-election of the Board”).
In accordance with Article L. 225-18-1 of the French Commercial Code (Code de commerce) and the order of 20 August 2014, EDF is subject to the rules relating to the balanced representation of women and men on Boards of Directors and Supervisory Boards and the Company must comply with a proportion of no less than 40% of Directors of each gender on the Board, excluding Directors representing employees.
On the date of filing of this Universal Registration Document, EDF’s Board of Directors includes eight women, including two of the directors elected by employees. Women thus make up 50% of the Board members taken into consideration to calculate this percentage (i.e. excluding Directors representing employees), and 44.44% of the Board members as a whole.
In accordance with the AFEP-MEDEF Code recommendations and Article L. 225-37-4 (6°) of the French Commercial Code, the Board of Directors periodically reviews the desirable balance in its membership and that of the Committees it creates, particularly in terms of the percentage of independent Directors and diversity. It defines a diversity policy applied to members of the Board as with respect to criteria such as age, gender or professional qualifications and experience.
Based on the opinion of the Committee in charge of governance issues, the Board of Directors meeting of 14 February 2019 defined a diversity policy and objectives that take into account the Group’s strategy, so that the membership of the Board encourages its deployment, and also taking into account the expectations formulated by the Directors during the 2018 evaluation of the Board of Directors. In order to achieve a good balance in its membership, in connection with the Group’s strategy and the missions entrusted to it, the Board considered that priority should be given to the search for skills and experience that suit its challenges and a complementarity of profiles.
The table below presents the criteria examined by the Board to define this policy, which was implemented when the candidacies for the posts of Directors submitted to the Shareholders’ Meeting of 16 May 2019 were reviewed:
| Criteria | Company’s position | Objectives/Implementation by the Board |
|---|---|---|
| Directors’ ages | Directors’ ages Company’s position The Directors appointed by the Shareholders’ Meeting are between 54 and 74 years old, with an average age of 61 years. | Directors’ ages Objectives/Implementation by the Board The Board considered that the current average age was satisfactory and decided that the age of the candidates would not be a decisive factor in their selection to the Director’s post, while remaining attentive to the limit of a third of the Directors over the age of 70 years old. *The average age of the Board fell from 63 to 61 years old following the Shareholders’ Meeting of 16 May 2019. |
| Parity | Parity Company’s position To date, the Board has a total of 8 women, 2 of whom are Directors elected by the employees, representing 50% women (i.e. excluding salaried Directors). | Parity Objectives/Implementation by the Board The Board of Directors considered that the ratio of 41.7% women in February 2018 was satisfactory, without excluding the possibility of increasing the number of women in the event of changes in the membership of the Board.This ratio was increased to 50% following the Shareholders’ Meeting of 16 May 2019. |
| Professional experience and complementarity of profiles | Professional experience and complementarity of profiles Company’s position The Board combines various profiles and skills. | Professional experience and complementarity of profiles Objectives/Implementation by the Board The Board noted that Directors had significant experience in fields of expertise related to EDF’s activities and its strategy (particularly in the fields of energy, industry and at the international level), as well as in the financial field and in the Executive Management of large companies, and that most of the Directors appointed by the Shareholders’ Meeting had held directorships in other French or foreign companies. At the end of this review, the Board considered that this complementarity of the profiles was likely to favour the deployment of the Group’s strategy.The candidates whose appointments were recommended by the Board of Directors at the Shareholders’ Meeting of 16 May 2019 have skills in the Executive Management of big businesses, industry, at an international level, and in the financial field. |
| Nationality | Nationality Company’s position The Board of Directors does not have a Director of foreign nationality. | Nationality Objectives/Implementation by the Board Notwithstanding EDF group’s strong international presence, the Board deemed that the deployment of the CAP 2030 strategy did not require the appointment of Directors of foreign nationality in the short-term, reserving the right to review this target if necessary in case of changes to its membership. On the other hand, the Board was determined to have an adequate percentage of members with international experience.Several candidates whose appointments were recommended by the Board of Directors to the Shareholders’ Meeting of 16 May 2019 have international experience. |
| Independence | Independence Company’s position The Board of Directors includes 5 independent Directors, i.e.41.7% independent Directors out of the 12 Directors taken into consideration for this calculation ( i.e.excluding Directors representing employees). | Independence Objectives/Implementation by the Board Considering the presence of a controlling shareholder in the Company’s capital, the Board of Directors deemed the current percentage of independent Directors satisfactory, and wished to maintain this proportion within the Board and set itself the objective of at least respecting the proportion of one-third of independent Directors recommended by the AFEP-MEDEF Code.The proportion of independent Directors was maintained at 41.7% following the Shareholders’ Meeting of 16 May 2019. |
*Article L. 225-19 of the French Commercial Code (Code de commerce) provides that, in the absence of an express provision in the articles of association with regard to an age limit applicable to Directors, the number of those over the age of 70 cannot be greater than one-third.
