In accordance with its internal Rules of Procedure, the Board of Directors is competent to authorise, in accordance, where appropriate, with the governance of the Group’s listed companies, the following transactions prior to their implementation:
The Board of Directors sets the framework of the policy for the constitution, management and risk management of assets for hedging EDF’s nuclear commitments, specifically ruling on asset/liability management and asset allocation strategy. If the Nuclear Commitments Monitoring Committee issues a negative opinion on a plan to invest in unlisted assets for dedicated assets, the Board has sole authority to authorise the aforementioned plan (see section 4.2.3.2 “Nuclear Commitments Monitoring Committee”).
In accordance with Article L. 311-5-7 of the French Energy Code, the Government Commissioner may oppose investment decisions, the realisation of which would be inconsistent with the objectives of the strategic plan prepared by the Company or with those of the multi-year energy programme (see section 7.1.6.2 “Public service in France”).
| Total number of Directors | 18 |
|---|---|
| Number of independent directors | 5 |
| Percentage of independent directors* | 41.7% |
* Excluding directors representing the employees.
The AFEP-MEDEF Corporate Governance Code recommends that, in companies with a controlling shareholder, the proportion of independent directors should be at least one third of the Board of Directors and specifies that directors representing employees are not taken into account to calculate the proportion of independent directors.
The table below reiterates the independence criteria stated by the AFEP-MEDEF Code:
Must not be or have been within the previous five years an employee or executive officer of the Company, an employee, executive officer or director of a company consolidated within the corporation, an employee, executive officer or director of the Company’s parent company or a company consolidated within this parent company
Must not be an executive officer of a company in which the Corporation holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive officer of the Corporation (currently in office or having held such office within the last five years) holds a directorship.
Must not be a customer, supplier, commercial banker, investment banker or consultant that is significant to the corporation or its group or for which the corporation or its group represents a significant portion of its activity The evaluation of the significance or otherwise of the relationship with the Company or its group must be debated by the Board and the quantitative and qualitative criteria that led to this evaluation must be clarified in the annual report.
Must not be related by close family ties to a corporate officer.
Must not have been an Auditor of the corporation within the previous 5 years.
Must not have been a director of the Corporation for more than 12 years. Loss of the status of independent director occurs on the date of the 12th anniversary.
Must not receive variable remuneration in cash or securities or any remuneration related to the performance of the Company or the Group.
Directors representing a major shareholder of the corporation or its parent company may be considered independent, provided these shareholders do not take part in the control of the corporation. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board should systematically question the status of independent taking into account the structure of the Company’s capital and the existence of a potential conflict of interest.
