To perform its duties, the Board of Directors has created five Committees to examine and prepare certain projects before they are presented to the whole Board. These specialised Committees are: the Audit Committee, the Nuclear Commitments Monitoring Committee, the Strategy Committee, the Corporate Responsibility Committee, and the Appointments, Remuneration & Governance Committee.
The membership, functioning and duties of the Committees are governed by the internal rules of procedure of the Board of Directors. In the last update of the internal rules of procedure approved by the Board on 8 October 2019, the Governance & Corporate Responsibility Committee’s governance duties were transferred to the Appointments & Compensation Committee. The Committees were then respectively renamed as the Corporate Responsibility Committee and the Appointments, Remuneration & Governance Committee.
The Committees include at least three Directors chosen by the Board, which appoints the Chair of each Committee. The Company’s articles of association state that each Committee should include at least one Director representing the employees.
On the date of this document, the Chairs of the Board Committees were as follows:
The members, duties and activity of each of the Committees are described below.
The Government Commissioner and the Head of the French State General Economic and Financial Supervisory Mission to the Company can attend the meetings of these Committees.
The work of the Committees is organised within a programme prepared for the year. Meetings are recorded in the form of written minutes, and there are oral reports by the Committee Chair at the following meeting of the Board of Directors.
The Board’s internal rules of procedure provide that the Committees shall meet in sufficient time before the Board’s meeting, whose agenda includes consideration of matters falling within their remit.
The Committees may invite Company executives, including the Chairman & Chief Executive Office, to attend their meetings. They may also invite other parties to attend, whether employed by the Company or not, provided they inform the Chairman & Chief Executive Officer in advance and on the condition that they report such attendance to the Board. The Committees may also seek external technical advice and order studies on issues falling within their remit, at the Company’s expense, after having informed the Chairman & Chief Executive Officer and provided that they report this matter to the Board.
In 2019, the average overall attendance rate of the Committees was 92.9%. The average rate of attendance per Committee as well as individual attendance rates by members are provided below.
In accordance with the provisions of Article L. 823-19 of the French CommercialCode (Code de commerce) and the recommendations of the AFEP-MEDEF Code, the Committee includes two-thirds of independent members and does not include any executive officer.
The table below outlines the membership of the Audit Committee on the date of filing of the Universal Registration Document:
| Members of the Audit Committee | ||
|---|---|---|
| Marie-Christine Lepetit | Marie-Christine Lepetit Chair | Marie-Christine Lepetit Director appointed by the Shareholders’ Meeting on recommendation from the French State |
| Jacky Chorin | Jacky Chorin Member | Jacky Chorin Director elected by the employees |
| Bruno Crémel | Bruno Crémel Member | Bruno Crémel Independent director appointed by the Shareholders’ Meeting |
| Colette Lewiner | Colette Lewiner Member | Colette Lewiner Independent director appointed by the Shareholders’ Meeting |
| Jean-Paul Rignac | Jean-Paul Rignac Member | Jean-Paul Rignac Director elected by the employees |
| Vincent Rodet | Vincent Rodet Member | Vincent Rodet Director elected by the employees |
| Christian Taxi | Christian Taxi Member | Christian Taxi Director elected by the employees |
Mr. Bruno Crémel and Mr. Vincent Rodet became members of the Audit Committee from 16 May and 23 November 2019 respectively.
| Number of members | 7 |
|---|---|
| Number of independent Directors | 2 |
| Percentage of independent Directors* | 66.67% |
*Excluding Directors representing the employees.
Article L. 823-19 of the French Commercial Code states that at least one member of the Committee must have specific skills in financial or accounting matters and be independent based on the criteria defined and made public by the Board of Directors. Furthermore, Article 16.1 of the AFEP-MEDEF Code recommends that all members of the Audit Committee have financial or accounting skills, that the re-election of the Chair of the Committee be specially examined by the Board and that the share of independent Directors on the Board be at least two-thirds (excluding Directors representing employees).
The Board of Directors, meeting on 16 May 2019 following the Shareholders’ Meeting, re-examined the membership of the Committee, taking account of changes to the membership of the Board. Regarding the Audit Committee, the Board particularly noted that Ms. Lepetit, whose re-election as Chair of the Audit Committee was recommended, as well as Ms. Lewiner and Mr. Crémel, have specific financial and accounting skills according to the criteria recommended by the AMF (French Financial Markets Authority) in its report on the Audit Committee of 22 July 2010. The Board therefore found that Ms. Lewiner and Mr. Crémel meet both the criteria regarding skills and independence set out in Article L. 823-19 of the French Commercial Code (see section 4.2.2.4 “Evaluation of Director independence”).
