The internal Rules of Procedure of the Board of Directors www.edf.fr ⓦ set the principles of its functionning and the terms and conditions according to which the Board and its Committees fulfil their duties. It defines the role and powers of the Chairman & Chief Executive Officer. These internal Rules of Procedure are regularly updated, particularly to take account of legislative and regulatory changes and changes to the AFEP-MEDEF Code (see section 4.1 “Corporate Governance Code”).
EDF’s articles of association set the term of office of Directors to four years (see section 4.2.1 “Members of the Board of Directors”).
In accordance with the provisions of Article 2 of decree no. 2014-949 of
20 August 2014 implementing the Order of 20 August 2014, the Representative of the French State is appointed for a term equal to the term of office of the members of the Board of Directors, i.e. for a four-year term.
Since 2019, the Board of Directors, excluding directors elected by employees and Representative of the French State appointed by decree, has been renewed by rotation, pursuant to Article 13 of EDF’s articles of association, in such a way that half (rounded to the nearest whole number) of the directors elected by the Shareholder’s Meeting be renewed every two years and that the Board be completely renewed, for the directors concerned, at the end of each four-year period. Pursuant to these provisions, the Shareholders’ Meeting held on 7 May 2020 renewed Claire Pedini’s term of office as a Director for a period of three years, by way of exception to the statutory 4-year term of office, in order to maintain the staggered renewal of the Board of Directors (see section 4.2.1 “Members of the Board of Directors”).
The directors appointed by the Shareholders’ Meeting can be dismissed at any time by an Ordinary Shareholders’ Meeting. In accordance with Articles 12 and 25 of the Law on the Democratisation of the Public Sector, the directors elected by the employees can be individually dismissed for gross negligence in the exercise of their duties by order of the President of the Tribunal de Grande Instance [High Court] delivered at summary proceedings upon request from the majority of the members of the Board. However, in the event that serious dissent disrupts the management of the Company, dismissal pronounced by the Shareholders’ Meeting can be extended to employee representatives. The Representative of the French State ceases his duties by resigning or if they lose the capacity by virtue of which they were appointed; they can be replaced at any time for the remainder of the term of office.
In accordance with the option provided for in Article 18 of the Order of
20 August 2014, EDF’s articles of association state that the Chairman of the Board of Directors is the Executive Manager of the Company and holds the title of
Chairman & Chief Executive Officer. The “non-separated” Executive Management structure is therefore set out in the Company’s articles of association. The Board’s internal Rules of Procedure, and in particular the limitations it applies to the powers of the Chief Executive Officer, ensure a satisfactory balance, in the Company’s interest, between the Chairman & Chief Executive Officer and the Board of Directors, whilst preserving the flexibility, effectiveness and responsiveness necessary in the administration and management of the Company.
EDF’s Chairman & Chief Executive Officer is appointed by decree of the President of the Republic of France, on recommendation from the Board of Directors. They can be dismissed by decree in accordance with Article 20 of the Order of 20 August 2014.
In accordance with the provisions of Article 13 of the French Constitution, the Chairman is appointed based on the opinion of the Permanent Committees of the French National Assembly and Senate. At the end of this process, Jean-Bernard Lévy was re-elected as EDF’s Chairman and CEO by decree of 22 May 2019.
In case of vacation of the office of Chairman & Chief Executive Officer, Article 21 of the Order of 20 August 2014 states that the French State can appoint someone to the role temporarily until the appointment of the new Chairman and CEO. In accordance with this provision, Jean-Bernard Lévy was appointed, by ministerial decision of
16 May 2019, temporary Chairman & Chief Executive Officer of the Company from
16 May 2019 until 22 May 2019.
Subject to the specific legal provisions governing public sector companies and the powers specifically reserved by law or by the articles of association to the Board of Directors or to Shareholders’ Meetings, and the limits to the powers of the Chairman & Chief Executive Officer provided for by the internal Rules of Procedure of the Board of Directors as internal rules (see section 4.2.2.3 “Powers and duties of the Board of Directors” below), the Chairman & Chief Executive Officer is vested with the most extensive powers to act on behalf of the Company under all circumstances, within the limits of the corporate purpose. The Chairman & Chief Executive Officer organises and supervises the work of the Board of Directors and reports to the Shareholders’ Meeting. They oversee the proper running of the Company’s bodies and, in particular, ensure that the directors are in a position to fulfil their duties.
The Board of Directors meets as often as the interest of the Company requires, in accordance with applicable legislative and regulatory provisions. In accordance with the Board’s internal Rules of Procedure, the directors meet once a year to discuss the strategy of the Company and of the Group as part of an ad hoc seminar. Moreover, under the internal rules of the Board of Directors, a meeting is to be held each year without the attendance of the Chairman & Chief Executive Officer (executive session), and shall be chaired by the Chair of the Appointments, Remuneration & Governance Committee.
The Board of Directors determines the orientations of the Company’s business and ensures their implementation, in accordance with its corporate interest, taking into consideration the corporate and environmental challenges of its activity and the Company’s raison d’être, adopted in 2020 (see section 1 “The Group, its strategy and activities”), whose roll-out will be closely monitored. It defines the major strategic, economic, financial and technological objectives for the Company and the Group. Subject to powers expressly attributed to the Shareholders’ Meetings and as limited by the Company’s corporate purpose, the Board may consider any question relating to the proper running of the Company and acts, through its deliberations, on any such issue.
The Board deliberates, after examination by the competent Committee or Committees, as the case may be, on the annual budget, the medium-term plan, any significant operation falling outside the Company’s announced strategy, the corporate strategic plan presenting the actions to be implemented by the Company or the Group in order to comply with the objectives of the multi-year energy programme (see section 7.1.6.2 “Public service in France”), the Group’s strategy relating to nuclear fuel cycle, gas and renewable energies and the public service contract (see section 7.1.6.2 “Public service in France”). It regularly examines, in connection with the strategy that it defines, opportunities and risks such as financial, legal, operational, social and environmental risks, as well as the measures taken as a consequence. Within this framework, it examines in particular risks and opportunities relating to climate change and their impact on the Group’s strategy and its activities.
The Board ensures the implementation by the Company of a programme to prevent and detect corruption and influence-peddling and a policy to promote
non-discrimination and diversity, particularly in terms of balanced representation of women and men on the Company’s governing bodies (see section 4.2.1 “Members of the Board of Directors”). In accordance with the provisions of Article L. 225-37-1 of the French Commercial Code, the Board of Directors deliberates annually on the Company’s policy in terms of equal access to employment and equal pay and defines the Company’s strategic aims submitted to the EDF Central Social & Economic Council in accordance with Article L. 2312-17 and Article L. 2312-19 of the French Labour Code.
