The 2019 annual evaluation was conducted internally using a questionnaire including both closed-ended questions, enabling statistical monitoring of the answers provided by Directors, and open-ended questions, enabling Directors to give detailed answers, provide qualitative observations, propose changes, and share their expectations for the 2020 fiscal year. This questionnaire was filled in anonymously by Directors then analysed by the Board’s Secretariat. The evaluation covered the following fields:
The results of this evaluation were presented and debated at an executive session held on 12 December 2019.
The results of this evaluation showed that the Directors were generally satisfied with the organisation and functioning of the Board and of the Committees. The number of meetings, the work program, and the documents provided were deemed satisfactory and appropriate, as was the general level of information with which Directors were provided to fulfil their duties. The annual strategic seminar is particularly popular with Board members. The membership and diversity of the Board are also considered suited to the duties entrusted to it.
Among the areas for improvement identified, Directors mainly suggested reducing the duration of Board meetings and the number of items on the agendas of each sessions.
Finally, the high-priority themes that Directors want to see examined in greater depth in 2020 are: monitoring of financial position and trajectory, strategy and prospects, and monitoring of performance and value creation.
The Chairman & Chief Executive Officer ensures that the Directors have the necessary information for them to carry out their missions. This information is provided to them as soon as possible to enable them to carry out their work under the best conditions.
Under the terms of the Board’s internal rules of procedure, it periodically receives information on the financial, treasury and off-balance sheet commitments position of the Company and the Group, as well as information on the performance of the Company’s principal subsidiaries on the occasion of the presentation of the annual and half year financial statements, in addition to the purchasing and human resources policy. The Board of Directors is regularly informed of changes to the Company’s markets, competitive environment and the main challenges facing the Company, including in the field of corporate social, societal and environmental responsibility.
A document reviewing the Group’s current major sectors of business and the market trends, as well as the economic, financial and institutional context is regularly submitted to the Board of Directors. The Company also provides them with any information that may be appropriate between the meetings of the Board, particularly where it is of an urgent or important nature.
The Directors can add to this information by meeting with the principal executives of the Company or Group, without the Chairman’s presence being necessary, to discuss issues on the Board’s agenda.
Finally, each Director can receive additional training in the specific characteristics of the Company and the Group, their business activities and their field of activity, as well as specific themes falling within the remit of the Committees of which they are members. In addition, information meetings may be organised on complex matters or issues of major strategic importance, together with any training requested by members.
Since 2016, the Board of Directors has been using a digital platform, which allows for the smooth, swift and secure availability of Board and Committee files.
The internal rules of procedure of the Board of Directors state that its members are subject to obligations such as: acting in the corporate interest of the Company, informing the Board of situations of conflict of interest (see also section 4.4.1 “Conflicts of interest”), and refraining from contributing to the discussions and voting on any decision in which there might be a conflict of interest, fulfilling the obligation of confidentiality, carrying out their term of office with diligence and commitment, and complying with the EDF Stock Exchange code of ethics.
The Directors and the Chairman & Chief Executive Officer are required to immediately inform the Board of any agreement entered into by the Company in which they hold a direct or indirect interest, or which might be entered into through an intermediary.
In addition to the right to obtain disclosure of the documents and information necessary to perform their work, the Directors also have a duty to request the information they deem essential to carry out their duties.
Under the internal rules of procedure, each Director undertakes to ensure that his or her status complies with the French Commercial Code (Code de commerce) and the AFEP-MEDEF Code recommendations on plurality of offices and to keep the Board informed of offices they hold at other companies. The Chairman & Chief Executive Officer is also required to inform the Board of Directors before accepting an appointment in a listed company.
