In accordance with the AFEP-MEDEF Code recommendations and Article L. 22-10-10 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 had defined a diversity policy and objectives that take into account the Group’s strategy, so that the membership of the Board encourages its deployment. In order to achieve a good balance in its membership, in connection with the Group’s strategy and the remits 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.
This policy was reviewed and updated by the Board of Directors at its meeting held on 17 February 2021, in the context of the expiry of the terms of office of five directors at the end of the Shareholders’ Meeting to be called on 6 May 2021 and taking into account the expectations expressed by the directors during the 2020 independent review of the Board of Directors (see section 4.2.2.5 “Evaluation of the functioning of the Board of Directors and its Committees”).
The table below presents the criteria defined by the Board relating to the Diversity Policy:
| Criteria | Company’s situation | Objectives |
|---|---|---|
| Age of directors | Age of directors Company’s situation The directors appointed by the General Meeting are between 55 and 75 years old, with an average age of 62. The average age is 59.9 yearsfor the Board as a whole. | Age of directors Objectives The Board took the view that the age of the candidates is not a determining factor in the choice of candidates for the position of director and that the current average age is satisfactory, while remaining mindful of the threshold of one-third of directors over the age of 70 *. |
| Gender parity | Gender parity Company’s situation The Board includes 50% women, excluding employee directors, and 44.44% women on theBoard as a whole. | Gender parity Objectives The Board deemed that the current rate of women on the Board is satisfactory, without excluding the possibility of changing this rate, upwards or downwards, in the event of changes in the composition of the Board, in compliance with the legal thresholds. |
| Professional experience and complementarity nature of the profiles | Professional experience and complementarity nature of the profiles Company’s situation The Board brings together a variety of profiles and skills (see below the tables presenting the skills of the members of the Board). | Professional experience and complementarity nature of the profiles Objectives The Board has noted that the directors have significant experience in areas of expertise related to EDF’s activities and strategy, which is likely to favour their deployment, and that their profiles complement each other satisfactorily. The Board will examine, during future appointments of directors, the possibility of further strengthening the Board’s skills in the areas of general management of large companies and the energy sector, as suggested by the directors during the external review conducted in 2020. |
| Nationality | Nationality Company’s situation The Board of Directors does not include any directors of foreign nationality, but has to date a significant proportion of members with international experience. | Nationality Objectives The Board will consider, in future appointments of directors, the possibility of strengthening theBoard’s international expertise, as suggested by the directors in the external review conducted in2020. |
| Independence | Independence Company’s situation The Board has 5 independentdirectors, i.e.41.7% of the 12 directorstaken into account to establish this calculation (excluding directors representing employees). | Independence Objectives The Board considered that the proportion of independent directors on the Board, which is higher than the recommendations of theAFEP-MEDEF Code, is satisfactory. The Board confirmed the objective of maintaining this proportion and at least respecting the objective of one-third of independent directors recommended by the AFEP-MEDEF Code for companies with a controlling shareholder. |
* Article L. 225-19 of the French Commercial Code stipulates that in the absence of an express provision in the articles of association concerning an age limit applicable to directors, the number of directors over the age of 70 May not exceed one-third.
