The Board of Directors sets the framework of the policy for the constitution, management and risk management of assets for hedging EDF’s nuclear commitments, specifically ruling on asset/liability management and asset allocation strategy. If the Nuclear Commitments Monitoring Committee issues a negative opinion on a plan to invest in unlisted assets for dedicated assets, the Board has sole authority to authorise the aforementioned plan (see section 4.2.3.2 “Nuclear Commitments Monitoring Committee”).

4.2.2.4 Evaluation of Director independence

*Excluding Directors representing the employees.

The AFEP-MEDEF Corporate Governance Code recommends that, in companies with a controlling shareholder, the proportion of independent Directors should be at least one third of the Board of Directors and specifies that Directors representing employees are not taken into account to calculate the proportion of independent Directors.

The table below recalls the independence criteria stated by the AFEP-MEDEF Code:

Independence criteria

Criterion 1: Employee or corporate officer in the previous five years

Not to be and not to have been within the previous five years an employee or executive officer of the Company, an employee, executive officer or Director of a company consolidated within the corporation, an employee, executive officer or Director of the Company’s parent company or a company consolidated within this parent company.

Criterion 2: Cross directorships

Not to be an executive officer of a company in which the Corporation holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive officer of the Corporation (currently in office or having held such office within the last five years) holds a directorship.

Criterion 3: Significant business relationships

Not to be a customer, supplier, commercial banker, investment banker or consultant that is significant to the corporation or its group or for which the corporation or its group represents a significant portion of its activity The evaluation of the significance or otherwise of the relationship with the Company or its group must be debated by the Board and the quantitative and qualitative criteria that led to this evaluation (continuity, economic dependence, exclusivity, etc.) must be explicitly stated in the annual report.

Criterion 4: Family ties

Not to be related by close family ties to a corporate officer.

Criterion 5: Auditor

Not to have been an auditor of the corporation within the previous 5 years.

Criterion 6: Period of office exceeding 12 years

Not to have been a Director of the Corporation for more than 12 years. Loss of the status of independent Director occurs on the date of the 12th anniversary.

Criterion 7: Variable compensation or performance-based compensation

Not receive variable compensation in cash or securities or any compensation related to the performance of the Company or the Group.

Criterion 8: Major shareholders

Directors representing major shareholders of the corporation or its parent company may be considered independent, provided these shareholders do not take part in the control of the corporation. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board, upon a report from the Nominations Committee, should systematically the qualification as independent in the light of the make-up of the corporation’s capital and the existence of a potential conflict of interest.