The compensation and benefits of all kinds paid in the 2019 fiscal year to corporate officers by the Company and the companies it controls are listed below. The tables below were drawn up in accordance with the format recommended by the AFEP-MEDEF Code of Corporate Governance and the AMF’s position-recommendation no. 2009-16, modified on 13 April 2015.
The policy on the compensation of corporate officers, drawn up by the Board of Directors in accordance with Article L. 225-37-2 of the French Commercial Code (Code de commerce) with a view to its submission to the Shareholders’ Meeting scheduled for 7 May 2020, features in section 8.4 “Appendices” of this Universal Registration Document.
| (in euros) | 2018 fiscal year | 2019 fiscal year |
|---|---|---|
| Jean-Bernard Lévy, Chairman & Chief Executive Officer | ||
| Compensation due for the fiscal year | Compensation due for the fiscal year 2018 fiscal year 452,868 | Compensation due for the fiscal year 2019 fiscal year 453,660 |
| Valuation of multi-year variable compensation allocated during the fiscal year | Valuation of multi-year variable compensation allocated during the fiscal year 2018 fiscal year none | Valuation of multi-year variable compensation allocated during the fiscal year 2019 fiscal year none |
| Valuation of options allocated during the fiscal year (2) | Valuation of options allocated during the fiscal year (2)2018 fiscal year none | Valuation of options allocated during the fiscal year (2)2019 fiscal year none |
| Valuation of bonus shares allocated during the fiscal year(2) | Valuation of bonus shares allocated during the fiscal year (2)2018 fiscal year none | Valuation of bonus shares allocated during the fiscal year (2)2019 fiscal year none |
| TOTAL | TOTAL 2018 fiscal year 452,868 | TOTAL 2019 fiscal year 453,660 |
(1) Table 1 of AMF position-recommendation no. 2009-16.
(2) As indicated in section 4.6.2, the Company has not implemented any stock options plans and the corporate officers receive no allocation of bonus shares.
The table below details the compensation of all kinds owed and paid to Jean-Bernard Lévy, Chairman & Chief Executive Officer, for the 2018 and 2019 fiscal years.
| 2018 fiscal year | 2019 fiscal year | |||
|---|---|---|---|---|
| (in euros) | Amounts due forthe fiscal year | Amounts paid duringthe fiscal year | Amounts due forthe fiscal year | Amounts paid duringthe fiscal year |
| Jean-Bernard Lévy, Chairman & Chief Executive Officer | ||||
| Fixed compensation | Fixed compensation 2018 fiscal year 450,000 | Fixed compensation 2019 fiscal year 450,000 | 450,000 | 450,000 |
| Variable compensation | Variable compensation 2018 fiscal year none | Variable compensation 2019 fiscal year none | none | none |
| Multi-year variable compensation | Multi-year variable compensation 2018 fiscal year none | Multi-year variable compensation 2019 fiscal year none | none | none |
| Exceptional compensation | Exceptional compensation 2018 fiscal year none | Exceptional compensation 2019 fiscal year none | none | none |
| Compensation of the office of Director | Compensation of the office of Director 2018 fiscal year none | Compensation of the office of Director 2019 fiscal year none | none | none |
| Benefits in kind (2) | Benefits in kind (2)2018 fiscal year 2,868 | Benefits in kind (2)2019 fiscal year 2,868 | 3,660 | 3,660 |
| TOTAL | TOTAL 2018 fiscal year 452,868 | TOTAL 2019 fiscal year 452,868 | 453,660 | 453,660 |
(1) At EDF, staff “similar to executives” are the members of the Company’s Executive Committee.
(2) Table 2 of AMF position-recommendation no. 2009-16.
In accordance with Article 3 of decree no. 53–707 of 9 August 1953 and Articles L. 225-47 and L. 225-53 of the French Commercial Code, the items comprising the compensation of the Chairman & Chief Executive Officer are set by the Company’s Board of Directors on the recommendation from the Appointments, Remuneration & Governance Committee and submitted for approval by the French Minister for the Economy after consultation of the relevant Ministers (see section 4.2.3.5 “Appointments, Remuneration & Governance Committee”).
Decree no. 2012-915 of 26 July 2012 modified the decree of 9 August 1953 by introducing a limit of €450,000 on compensation payable to corporate officers of French State-owned companies to which this decree is applicable.
Pursuant to the provisions of Article L. 225-37-2 of the French Commercial Code, the compensation policy and the items comprising the compensation of the Chairman & Chief Executive Officer are subject to resolutions submitted to the approval of the Shareholders’ Meeting (see compensation policy in section 8.4 “Appendices – Remuneration policy” of this Universal Registration Document).
The Committee responsible for appointments and compensation (now called Appointments, Remuneration & Governance Committee), in their meeting of 7 February 2019, reviewed the policy regarding compensation of the Chairman & Chief Executive Officer and decided to recommend to the Board of Directors that the principles and criteria for the determination of items comprising his compensation be maintained for the 2019 fiscal year.
On recommendation from the Committee, the Board meeting on 14 February 2019 decided to maintain the fixed annual compensation of the Chairman & Chief Executive Officer for the 2019 fiscal year at €450,000 gross. This fixed annual compensation has remained unchanged since the appointment of Mr. Jean-Bernard Lévy as the Chairman & Chief Executive Officer of EDF in 2014 (see section 4.2.2.2 “Method of Executive Management − Appointment and powers of the Chairman & Chief Executive Officer”).
